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                                                                   EXHIBIT 10.47

CLAYTON UTZ

Deed of Floating Charge

Australia Southern Railroad Pty Limited
Chargor

ANZ Capel Court Limited
Security Agent

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TABLE OF CONTENTS

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

      1.1         Definitions........................................................       1
      1.2         Interpretation.....................................................       2
      1.3         Document or agreement..............................................       3
      1.4         Capacity of Security Agent.........................................       3

2.    FEATHERWEIGHT FLOATING CHARGE..................................................       3

      2.1         Floating Charge....................................................       3
      2.2         Conversion.........................................................       5

3.    COVENANT TO PAY................................................................       5

4.    ENFORCEMENT....................................................................       5

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

      5.1         Appointment........................................................       6
      5.2         Agent of Chargor...................................................       6
      5.3         Receiver's powers..................................................       6
      5.4         Receiver appointed after commencement of winding up................       8
      5.5         Powers exercisable by the Security Agent...........................       8
      5.6         Withdrawal.........................................................       8
      5.7         Indemnity for Enforcement Costs....................................       9

6.    DISCHARGE......................................................................       9

7.    APPLICATION OF MONEYS RECEIVED.................................................       9

      7.1         Order..............................................................       9
      7.2         Only actual receipts credited......................................       9
      7.3         Priorities.........................................................       9

8.    OTHER SECURITY OVER CHARGED PROPERTY...........................................      10

9.    PROTECTION OF FINANCIERS AND RECEIVER..........................................      10

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

      10.1        No enquiry.........................................................      10
      10.2        Receipt............................................................      11

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

12.   OTHER SECURITIES...............................................................      11

13.   SEVERABILITY OF PROVISIONS.....................................................      11

14.   LIMIT ON ENFORCEMENT...........................................................      11

15.   ASSIGNMENTS....................................................................      11

      15.1        Assignment by Chargor..............................................      11
      15.2        Assignment by Security Agent.......................................      12

16.   GOVERNING LAW AND JURISDICTION.................................................      12
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DEED OF CHARGE MADE ON 7 NOVEMBER 1997 AS ASSIGNED ON OR ABOUT 18 AUGUST 1999
AND ON OR ABOUT 17 DECEMBER 2000 AND AMENDED ON 5 DECEMBER 2003

PARTIES           AUSTRALIA SOUTHERN RAILROAD PTY LIMITED ACN 079 444 296
                  ("CHARGOR")

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

RECITALS

A.       The Financiers may from time to time extend financial accommodation to
         or for the account of the Borrower or another person on the security of
         this Deed.

B.       This Deed is given to the Security Agent as trustee of the Australian
         Railroad Group Security Trust.

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 Deed (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 the Chargor.

         "CHARGE" means the charge created by clause 2.1.

         "CHARGED PROPERTY" means all the Chargor's property anywhere (real or
         personal) including its Unpaid Capital.

         "CHARGE ENFORCEMENT EVENT" means any of the following:

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

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

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

         (c)      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 the Lease;

         (d)      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 Lease or, if issued, has been subsequently
                  retracted or the relevant event has been rectified or waived
                  in

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                  accordance with the provisions of the Lease.

         "COMMON PROVISIONS" means the deed entitled "Common Terms Deed" dated
         on or about 1 December 2003 between Australian Railroad Group Pty
         Limited, 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 Agent.

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

         "DEFAULT NOTICE" means a notice issued to the Security Agent on the
         terms contemplated by clause 3.3(b) of the Tripartite Deed.

         "LEASE" means the deed entitled "Deed of Agreement to Lease and Charge"
         dated 7 November 1997 between the Lessor, SA Rail Pty Limited and the
         Chargor.

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

         "POWER" means a power, right, authority, discretion or remedy which is
         conferred on the Security Agent or a Receiver by this Deed or by law in
         relation to this Deed.

         "RECEIVER" means a receiver or receiver and manager appointed under
         this Deed.

         "RESTRICTED PROPERTY" means:

         (a)      any rights or interests of the Chargor under or in connection
                  with the 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 Security Agent or the Financiers or another
         Beneficiary under this Deed or another Finance Document.

         "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 Security Agent.

         "TRIPARTITE DEED" means the deed entitled "Tripartite Deed" dated on or
         about 13 December 2000 between the Lessor, the Chargor and the Security
         Agent.

         "UNPAID CAPITAL" means any uncalled or unpaid share capital or premiums
         of the Chargor.

1.2      INTERPRETATION

         Headings are for convenience only and do not affect interpretation. The
         following rules apply unless the context requires otherwise:

         (a)      the singular includes the plural and the converse;

         (b)      a gender includes all genders;

         (c)      where a word or phrase is defined, its other grammatical forms
                  have a corresponding meaning;

         (d)      a reference to a person, corporation, trust, partnership,
                  unincorporated body or other entity includes any of them;

         (e)      a reference to a clause, annexure or schedule is a reference
                  to a clause of, or annexure or schedule to, this Deed;

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         (f)      a reference to a party to this Deed or another agreement or
                  document includes the party's successors and permitted
                  substitutes or assigns;

         (g)      a reference to legislation or to a provision of legislation
                  includes a modification or re-enactment of it, a legislative
                  provision substituted for it and a regulation or statutory
                  instrument issued under it;

         (h)      a reference to "writing" includes a facsimile transmission and
                  any means of reproducing words in a tangible and permanently
                  visible form;

         (i)      a reference to "conduct" includes an omission, statement or
                  undertaking, whether or not in writing;

         (j)      mentioning anything after "include", "includes" or "including"
                  does not limit what else might be included;

         (k)      a reference to an "asset" includes any real or personal,
                  present or future, tangible or intangible property or asset
                  (including intellectual property) and any right, interest,
                  revenue or benefit in, under or derived from the property or
                  asset; and

         (l)      a reference to a consent, approval or agreement not being
                  unreasonably withheld includes it not being unreasonably
                  delayed.

1.3      DOCUMENT OR AGREEMENT

         A reference to:

         (a)      an "agreement" includes a Security, Guarantee, undertaking,
                  deed, agreement or legally enforceable arrangement whether or
                  not in writing;

         (b)      a "document" includes an agreement (as so defined) in writing
                  or a certificate, notice, instrument or document; and

         (c)      a specific agreement or document includes it as amended,
                  novated, supplemented or replaced from time to time.

1.4      CAPACITY OF SECURITY AGENT

         (a)      The Security Agent enters into this Deed in its capacity as
                  trustee under the Security Trust Deed and, notwithstanding
                  anything in this Deed, the Chargor acknowledges that any
                  rights which it may have against the Security Agent under or
                  in respect of this Deed shall not be against the Security
                  Agent personally but against the Security Agent solely in its
                  capacity as trustee under the Security Trust Deed.
                  Accordingly, the Security Agent 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 Agent 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 Security Agent
                  is personally liable to the extent that a liability under this
                  document arises out of the Security Agent'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)      The Chargor charges by way of floating charge to the Security
                  Agent the Charged

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                  Property as continuing security for the payment of the Secured
                  Money.

         (b)      The Security Agent and the Chargor agree:

                  (i)      subject to clauses 5.3 and 5.4 of the Common
                           Provisions and clause 2.1(b)(ii) of this Deed, the
                           Chargor may, without the consent of the Security
                           Agent 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, the Chargor may not, 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 (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)    the Chargor may, without the consent of the Security
                           Agent 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 the 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 the Chargor, the Security Agent 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 Chargor;

                  (v)      if a Charge Enforcement Event occurs, unless the
                           Security Agent agrees otherwise, the Charge
                           immediately and without the Security Agent

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                           having to give notice to the Chargor takes effect as
                           a fixed charge over the Charged Property. 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 Deed or
                           any other Finance Document, at the expiration of the
                           Charge Enforcement Period for any Charge Enforcement
                           Event:

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

                           B.       the Security Agent will direct any Receiver
                                    which it has appointed to the Chargor or the
                                    assets of the Chargor to vacate office; and

                           C.       until another Charge Enforcement Event
                                    occurs:

                                    1)       the 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 the Chargor
                                             in relation to the Charged Property
                                             may rely on a certificate from the
                                             Security Agent as conclusive
                                             evidence that, as from the expiry
                                             of the Charge Enforcement Period,
                                             the Charged Property is charged by
                                             way of floating charge. The
                                             Security Agent agrees that it will,
                                             at the request of the Chargor,
                                             issue certificates on the terms
                                             contemplated by this clause
                                             2.1(b)(vi)C.2) provided that the
                                             Chargor provides to the Security
                                             Agent evidence satisfactory to the
                                             Security Agent, acting reasonably,
                                             that the relevant Charge
                                             Enforcement Period has expired.

2.2      CONVERSION

         The Security Agent may, at any time by notice in writing to the
         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 Chargor of such notice.

3.       COVENANT TO PAY

         The Chargor shall duly and punctually pay the Secured Money when it
         become payable in accordance with the terms of any Finance Document or,
         in the absence of any agreement, on demand by the Security Agent.

4.       ENFORCEMENT

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

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5.       APPOINTMENT OF RECEIVER

5.1      APPOINTMENT

         To the extent permitted by law, if this Deed has become enforceable
         against the Chargor under clause 4 (whether or not the Security Agent
         has entered into possession of all or any of the Charged Property), the
         Security Agent may during the relevant Charge Enforcement Period:

         (a)      appoint any person or any two or more persons jointly or
                  severally or both to be a receiver or receiver and manager of
                  all or any of the Charged Property for the duration of the
                  relevant Charge Enforcement Period;

         (b)      remove any Receiver;

         (c)      appoint another Receiver in addition to or in place of a
                  Receiver; and

         (d)      fix or vary the remuneration of a Receiver.

5.2      AGENT OF CHARGOR

         Subject to clause 5.4, every Receiver is the agent of the Chargor and
         the Chargor alone is responsible for his or her acts and defaults.

5.3      RECEIVER'S POWERS

         The Receiver will have full power to do all or any of the following, in
         each case (except in the case of clause 5.3(h)), only to the extent
         necessary for the purposes of rectifying the relevant Charge
         Enforcement Event or to ensure that the Lease is not terminated:

         (a)      (TO TAKE POSSESSION AND MANAGE) to take possession of, get in
                  and manage the Charged Property;

         (b)      (TO LEASE) to lease any of the Charged Property for any term
                  (whether or not the Receiver has taken possession);

         (c)      (TO CARRY ON BUSINESS) to carry on or concur in carrying on
                  any business;

         (d)      (TO ACQUIRE ANY ASSET) to acquire in any manner any asset
                  (including to take it on lease). After that acquisition it
                  will be included in the Charged Property;

         (e)      (TO MAINTAIN AND IMPROVE THE CHARGED PROPERTY) to do anything
                  to maintain, protect or improve any of the Charged Property or
                  to obtain income or returns from any of the Charged Property
                  (including by development, sub-division, construction,
                  alteration or repair of any property or by pulling down,
                  dismantling or scrapping any property);

         (f)      (BORROW FROM SECURITY AGENT): borrow from the Security Agent
                  any money that may be required for any of the purposes
                  mentioned in clause 5.3(c) or 5.3(e) 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 Security Agent being bound to enquire whether the
                  borrowing is necessary or proper or responsible for the
                  misapplication or non-application of any money borrowed;

         (g)      (TO LEND) to lend money or provide financial accommodation;

         (h)      (TO SELL):

                  (i)      to sell any of the Charged Property (whether or not
                           the Receiver has taken possession);

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                  (ii)     without limitation any sale may be made:

                           A.       by public auction, private treaty or tender;

                           B.       for cash or on credit;

                           C.       in one lot or in parcels;

                           D.       either with or without special conditions or
                                    stipulations as to title or time or mode of
                                    payment of purchase money or otherwise;

                           E.       with power to allow the whole or any part of
                                    the purchase money to be deferred (whether
                                    with or without any security); and

                           F.       whether or not in conjunction with the sale
                                    of any property by any person;

         (i)      (TO SEVER FIXTURES) to sever fixtures;

         (j)      (TO EMPLOY) to employ or discharge any person as employee,
                  contractor, agent, professional adviser, consultant or
                  auctioneer for any purpose;

         (k)      (TO COMPROMISE) to make or accept any arrangement or
                  compromise;

         (l)      (TO GIVE RECEIPTS) to give receipts for money and other
                  assets;

         (m)      (TO PERFORM AND ENFORCE AGREEMENTS):

                  (i)      to perform or enforce;

                  (ii)     to exercise or refrain from exercising the Chargor's
                           rights and powers under; or

                  (iii)    to obtain the benefit in other ways of,

                  any documents or agreements or rights which form part of the
                  Charged Property and any documents or agreements entered into
                  in exercise of any Power;

         (n)      (TO VARY AND TERMINATE AGREEMENTS) to vary, rescind or
                  terminate any document or agreement (including surrender or
                  accept the surrender of leases);

         (o)      (TO TAKE INSOLVENCY PROCEEDINGS) to make debtors bankrupt,
                  wind up companies and do any thing in relation to any actual
                  or contemplated liquidation (including attend and vote at
                  meetings of creditors and appoint proxies);

         (p)      (TO TAKE PROCEEDINGS) to commence, defend, conduct, settle,
                  discontinue or compromise proceedings in the name of the
                  Chargor or otherwise;

         (q)      (TO EXECUTE DOCUMENTS) to enter into and execute documents or
                  agreements on behalf of the Receiver or the Chargor. This
                  includes using the Chargor's seal and signing, accepting and
                  endorsing cheques, promissory notes and bills of exchange;

         (r)      (TO OPERATE BANK ACCOUNTS) to operate any bank account
                  comprising part of the Charged Property and open and operate
                  any further bank account;

         (s)      (TO SURRENDER CHARGED PROPERTY) to surrender, release or
                  transfer any of the Charged Property;

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         (t)      (TO EXCHANGE CHARGED PROPERTY) to exchange with any person any
                  of the Charged Property for other property;

         (u)      (TO PROMOTE COMPANIES) to promote the formation of companies
                  with a view to purchasing any of the Charged Property or
                  assuming the obligations of the Chargor or otherwise;

         (v)      (TO DELEGATE) to delegate to any person approved by the
                  Security Agent any Powers (including delegation);

         (w)      (TO HAVE ACCESS) to have access to and make use of the
                  premises, plant, equipment and records and accounting and
                  other services of the Chargor and the services of its staff
                  insofar as they relate to the Charged Property;

         (x)      (TO VOTE) to exercise any voting or other rights or powers in
                  respect of any of the Charged Property;

         (y)      (OTHER OUTGOINGS) to pay any outgoings or indebtedness of the
                  Chargor or any other person;

         (z)      (SECURITY) to redeem any Security or acquire it and any debt
                  secured by it;

         (aa)     (MAKE CALLS) to make calls on the members of the Chargor in
                  respect of any Unpaid Capital;

         (bb)     (TO INSURE) to take out insurance; and

         (cc)     (INSURANCE CLAIMS) to make, enforce, compromise and settle all
                  claims in respect of insurance.

         All of the above paragraphs are to be construed independently. None
         limits the generality of any other.

5.4      RECEIVER APPOINTED AFTER COMMENCEMENT OF WINDING UP

         The power to appoint a Receiver may be exercised despite the fact that:

         (a)      an order may have been made or a resolution may have been
                  passed to wind up the Chargor; and

         (b)      a Receiver appointed in those circumstances may not, or may
                  not in some respects, act as the agent of the Chargor.

5.5      POWERS EXERCISABLE BY THE SECURITY AGENT

         Whether or not a Receiver has been appointed, to the extent permitted
         by law the Security Agent may exercise any Power of a Receiver at any
         time during the relevant Charge Enforcement Period without giving
         notice. It may exercise its Powers without taking possession or being
         liable as chargee in possession. Without limitation, it may exercise
         its Powers directly or through one or more agents. In the latter event,
         anything done or incurred by such an agent will be taken to be done or
         incurred by the Security Agent.

5.6      WITHDRAWAL

         The Security Agent may at any time give up possession of the Charged
         Property and may at any time withdraw any receivership.

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5.7      INDEMNITY FOR ENFORCEMENT COSTS

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

6.       DISCHARGE

         As soon as reasonably practicable after the Secured Moneys have been
         fully and finally repaid the Security Agent must execute a release and
         discharge of this Deed and deliver it to the Chargor. The Security
         Agent is not obliged to discharge this Deed except in the circumstances
         specified in this clause 6.

7.       APPLICATION OF MONEYS RECEIVED

7.1      ORDER

         (a)      Subject in all circumstances to clause 14, money that the
                  Security Agent or a Receiver receives under or because of this
                  Deed is to be applied in the following order:

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

                  (ii)     (OUTGOINGS) then in payment of any other outgoings
                           that the Receiver or the Security Agent 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 Security Agent
                           or a Receiver of any amount necessary to give effect
                           to any indemnity contained in this Deed; and

                  (v)      (SECURED MONEY) then in payment to the Security Agent
                           of the Secured Money recoverable under this Charge
                           and the Security Agent 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 Chargor or other persons
                  entitled to it and:

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

                  (ii)     the Security Agent 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.

7.2      ONLY ACTUAL RECEIPTS CREDITED

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

7.3      PRIORITIES

         For the purposes of fixing priorities between the Security created by
         this Deed and any

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

8.       OTHER SECURITY OVER CHARGED PROPERTY

         Any Financier and any Receiver may rely on the certificate of a holder
         of another Security affecting or purporting to affect the Charged
         Property as to the amount and property secured by the Security.

9.       PROTECTION OF FINANCIERS AND RECEIVER

         Subject to any law which applies despite an agreement to the contrary,
         neither the Security Agent nor any Receiver will be liable:

         (a)      in respect of any conduct, delay, negligence or breach of duty
                  in the exercise or non-exercise of a Power; nor

         (b)      for any loss (including consequential loss) which results,

         except where it arises from fraud or wilful misconduct on the part of
         the Security Agent or Receiver.

10.      PROTECTION OF THIRD PARTIES

10.1     NO ENQUIRY

         No party (other than the Security Agent, a Financier or Receiver) to
         any Dealing (as defined below) and no person asked to register a
         Dealing:

         (a)      is bound to enquire:

                  (i)      whether a Charge Enforcement Event has occurred or
                           whether this Deed has become enforceable;

                  (ii)     whether a person who is, or purports or is purported
                           to be a Receiver is duly appointed;

                  (iii)    the amount of the Secured Money and whether the
                           Secured Money is due and payable; or

                  (iv)     in any other way as to the propriety or regularity of
                           the Dealing; or

         (b)      is affected by express notice that the Dealing is unnecessary
                  or improper.

         For the protection of any party to a Dealing or a person registering a
         Dealing, the Dealing will be taken to be authorised by this Deed and
         will be valid accordingly, even if there is any irregularity or
         impropriety in the Dealing.

         In this clause a "Dealing" is:

         (a)      any payment or any delivery or handing over of an asset to; or

         (b)      any acquisition, incurring of Financial Indebtedness, receipt,
                  sale, lease, disposal or other dealing, by,

         the Security Agent or any Receiver.

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10.2     RECEIPT

         The receipt of the Security Agent or any Receiver for any moneys or
         assets payable to, or receivable or received by, it exonerates the
         person paying those moneys or handing over that asset from being
         concerned as to their application, or from being liable or accountable
         for their loss or misapplication.

11.      CONTINUING SECURITY

         This Deed is a continuing security despite any settlement of account,
         intervening payment or anything else until a final discharge of this
         Deed has been given to the Chargor.

12.      OTHER SECURITIES

         No Power and nothing in this Deed merges in, or in any other way
         prejudicially affects or is prejudicially affected by:

         (a)      any other Security; or

         (b)      any judgment, right or remedy against any person,

         which the Security Agent or any person claiming through the Security
         Agent may have at any time.

13.      SEVERABILITY OF PROVISIONS

         (a)      Any provision of this Deed which is prohibited of
                  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.

         (b)      Without limiting the generality of paragraph (a):

                  (i)      the definition of Secured Money does not include any
                           liability so long as and to the extent that the
                           inclusion of that liability would avoid, invalidate
                           or render ineffective clause 2 or the Security
                           constituted by this Deed; and

                  (ii)     the definition of the Charged Property does not
                           include any asset so long as and to the extent that
                           the inclusion of that asset would invalidate, avoid
                           or render ineffective clause 2 or the Security
                           constituted by this Deed.

14.      LIMIT ON ENFORCEMENT

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

15.      ASSIGNMENTS

15.1     ASSIGNMENT BY CHARGOR

         The Chargor may not assign or transfer any of its rights or obligations
         under this Deed without the prior written consent of the Security
         Agent.

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15.2     ASSIGNMENT BY SECURITY AGENT

         Subject to the other Finance Documents, the Security Agent may assign
         its rights under this Deed in accordance with the Common Provisions and
         in no other manner whatsoever.

16.      GOVERNING LAW AND JURISDICTION

         (a)      This Deed 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 Deed (including a dispute
                  regarding the existence, validity or termination of this
                  Deed).

         (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 any inconvenient forum, where that venue falls
                  within clause 16(b).

         EXECUTED as a deed.

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