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                                                                   EXHIBIT 10.45

CLAYTON UTZ

Security Trust Deed

Australian Railroad Group Pty Ltd
Borrower

ANZ Capel Court Limited
Security Trustee

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TABLE OF CONTENTS

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

     1.1         Definitions...........................................................        1
     1.2         Rules for interpreting this document..................................        2

2.   ESTABLISHMENT AND TERM OF SECURITY TRUST..........................................        3

     2.1         Establishment of the Security Trust...................................        3
     2.2         Term of the Security Trust............................................        3
     2.3         Name of the Security Trust............................................        3
     2.4         The Security Trustee and the Beneficiaries bound......................        3

3.   GENERAL...........................................................................        3

     3.1         Governing law.........................................................        3
     3.2         Waiver................................................................        4
     3.3         Operation of this document............................................        4
     3.4         Operation of indemnities..............................................        4
     3.5         Giving effect to this document........................................        4
     3.6         Counterparts..........................................................        5
     3.7         Attorneys.............................................................        5
     3.8         No Merger.............................................................        5
     3.9         Exclusion of contrary legislation.....................................        5

4.   SECURITY TRUSTEE..................................................................        5

5.   PAYMENTS..........................................................................        5

SCHEDULE 1 - FINANCIERS................................................................        6
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SECURITY TRUST DEED DATED 12 DECEMBER 2000, AS AMENDED AND NOVATED ON 5 DECEMBER
2003

PARTIES           AUSTRALIAN RAILROAD GROUP PTY LTD, ABN 68 080 579 308
                  ("BORROWER")

                  ANZ CAPEL COURT LIMITED, ABN 30 004 768 807 ("SECURITY
                  TRUSTEE")

RECITALS

The Security Trustee has agreed at the request of the Borrower to hold the
benefit of the Securities on trust for the Beneficiaries as set out in this
document.

OPERATIVE PROVISIONS

1.       INTERPRETATION

1.1      DEFINITIONS

         Unless otherwise defined in this document, terms defined in the Common
         Provisions have the same meaning in this document and the following
         definitions also apply in this document:

         "AGENT" means a person (if any) who at any time is a party to any
         Finance Document in the capacity as agent of any Financier or any other
         Beneficiary.

         "BENEFICIARIES" means:

         (a)      the Agent, the Security Trustee and the Financiers; and

         (b)      each other person who provides financial accommodation to the
                  Borrower and is agreed to be a beneficiary by the Borrower and
                  the Majority Lenders, so long as such person provides
                  financial accommodation to the Borrower.

         "BORROWER" means Australian Railroad Group Pty Ltd, ABN 68 080 579 308.

         "COMMON PROVISIONS" means the deed entitled "Common Terms Deed" dated
         on or about 1 December 2003 between the Borrower, 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.

         "FINANCIERS" means the financial institutions listed in schedule 1 so
         long as they provide financial accommodation to the Borrower under the
         Finance Documents and each other persons agreed to be a "Financier" by
         the Majority Lenders and the Borrower so long as such person provides
         financial accommodation to the Borrower under the Finance Documents.

         "GUARANTEE" means an obligation or offer to provide funds or otherwise
         be responsible in respect of an obligation or indebtedness, or the
         financial condition or insolvency, of another person. It includes a
         guarantee, indemnity, letter of credit or legally binding letter of
         comfort, or an obligation or offer to purchase an obligation or
         indebtedness of another person.

         "RIGHT" means any right, power, remedy or discretion.

         "SECURITY" has the same meaning as "Agreed Security" in the Common
         Provisions.

         "SECURITY INTEREST" means any mortgage, charge, pledge, lien,
         encumbrance, assignment, hypothecation, security interest, title
         retention, preferential right, trust arrangement, contractual right of
         set-off or any other security agreement or arrangement in favour of any
         person.

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         "SECURITY PROPERTY" means any property subject to a Security.

         "SECURITY TRUST" means the security trust established by clause 2.

         "SECURITY TRUST FUND" means:

         (a)      the amount held by the Security Trustee under clause 2.1;

         (b)      any other property the Security Trustee acquires in its
                  capacity as trustee of the Security Trust, including without
                  limitation:

                  (i)      the benefits of all Rights and obligations given to
                           or conferred on the Security Trustee under the
                           Securities and the Finance Documents;

                  (ii)     the benefit of any Security Interest or Guarantee,
                           representation, warranty, undertaking, covenant, or
                           other obligation given, assigned or transferred to
                           the Security Trustee in that capacity, whether under
                           this document or otherwise; and

                  (iii)    any amount received by the Security Trustee under or
                           from the enforcement of any such Security Interest,
                           Guarantee, representation, warranty, undertaking,
                           covenant or other obligation (other than any amount
                           received by it on its own account), any investment
                           into which any such amount is converted and the
                           proceeds (whether capital or income) of any such
                           investment.

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 assignee 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.

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         (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.

         (g)      An Event of Default is continuing or subsisting if it has not
                  been remedied or waived.

         (h)      A reference to an "asset" includes any real or personal,
                  present or future, tangible or intangible property or asset
                  and any right, interest, revenue or benefit in, under or
                  derived from the property or asset.

         (i)      A reference to a body, other than a party to this document
                  (including, without limitation, an institute, association or
                  authority), whether statutory or not:

                  (i)      which ceases to exist; or

                  (ii)     whose powers or functions are transferred to another
                           body,

                  is a reference to the body which replaces it or which
                  substantially succeeds to its powers or functions.

2.       ESTABLISHMENT AND TERM OF SECURITY TRUST

2.1      ESTABLISHMENT OF THE SECURITY TRUST

         The Security Trustee declares that it holds the sum of $10, and will
         hold the Security Trust Fund, on trust for the Beneficiaries in
         accordance with this document.

2.2      TERM OF THE SECURITY TRUST

         The Security Trust commences on the date of this document and ends
         (unless determined earlier) on the earlier of:

         (a)      the day which is 80 years after the date of this document; and

         (b)      the day on which all amounts payable or owing but not yet
                  payable by any Obligor to any Beneficiary under or in
                  connection with the Finance Documents are fully and finally
                  paid and discharged.

2.3      NAME OF THE SECURITY TRUST

         The name of the Security Trust is the "Australian Railroad Group
         Security Trust".

2.4      THE SECURITY TRUSTEE AND THE BENEFICIARIES BOUND

         The Security Trustee, each Beneficiary and each person claiming under
         or through a Beneficiary is bound by the terms of this document.

3.       GENERAL

3.1      GOVERNING LAW

         (a)      This document is governed by the law in force in the
                  Australian Capital Territory.

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         (b)      The parties submit to the non-exclusive jurisdiction of the
                  courts exercising jurisdiction in the Australian Capital
                  Territory and any courts that may hear appeals from those
                  courts in respect of any proceedings in connection with this
                  document and waive any right they might have to claim that
                  those courts are an inconvenient forum.

3.2      WAIVER

         A right may only be waived in writing, signed by the party giving the
         waiver, and:

         (a)      no other conduct of a party (including a failure to exercise,
                  or delay in exercising, the right) operates as a waiver of the
                  right or otherwise prevents the exercise of the right;

         (b)      a waiver of a right on one or more occasions does not operate
                  as a waiver of that right if it arises again; and

         (c)      the exercise of a right does not prevent any further exercise
                  of that right or of any other right.

3.3      OPERATION OF THIS DOCUMENT

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

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

3.4      OPERATION OF INDEMNITIES

         (a)      Each indemnity in this document survives the expiry or
                  termination of this document.

         (b)      A party may recover a payment under an indemnity in this
                  document before it makes the payment.

3.5      GIVING EFFECT TO THIS DOCUMENT

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

         (b)      Without limiting paragraph (a), the Borrower must, whenever
                  requested by the Security Trustee (acting reasonably) and at
                  the cost and expense of the Borrower, do or cause to be done
                  anything requested by the Security Trustee:

                  (i)      for more satisfactorily assuring or securing to the
                           Security Trustee the Secured Property in a manner not
                           inconsistent with the provisions of the Finance
                           Documents; or

                  (ii)     for assisting in the execution or exercise of any
                           power under this document or any Security,

                  including the execution of any other document or agreement,
                  the delivery of documents or evidence of title and execution
                  and delivery of blank transfers.

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3.6      COUNTERPARTS

         This document may be executed in counterparts.

3.7      ATTORNEYS

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

3.8      NO MERGER

         Nothing in any other document merges with any other Security Interest,
         or any Guarantee, judgment or other right or remedy, that the Security
         Trustee or a Beneficiary may hold at any time.

3.9      EXCLUSION OF CONTRARY LEGISLATION

         Any legislation that adversely affects an obligation of the Borrower,
         or the exercise by the Security Trustee or a Beneficiary of a right or
         remedy under or relating to this document is excluded to the full
         extent permitted by law.

4.       SECURITY TRUSTEE

         (a)      The Security Trustee has no obligations in its capacity as
                  trustee other than those expressly imposed on it by this
                  document or any other Finance Document.

         (b)      The Security Trustee has the Rights, and is entitled to the
                  indemnities and protections, given to trustees by applicable
                  law, except to the extent that the Finance Documents expressly
                  provide otherwise.

         (c)      The Security Trustee is not required to provide any
                  information to a Beneficiary unless any Finance Document
                  expressly provides otherwise.

5.       PAYMENTS

         The Security Trustee will, subject to the terms of the Finance
         Documents, promptly distribute amounts received by it under the Finance
         Documents in the following order:

         (a)      first, to the extent that the amount is recovered under a
                  Security, in accordance with that Security;

         (b)      next, towards payment to the Security Trustee of fees due to
                  it on its own account and amounts due to it on its own account
                  under any indemnity provision in any Finance Document;

         (c)      next, towards payment to the Beneficiaries of any other
                  "Secured Money", as defined for the purposes of any Security,
                  to which the Beneficiaries are entitled in accordance with the
                  Finance Documents rateably in accordance with their respective
                  entitlements,

         and the surplus (if any) belongs to the Borrower.

EXECUTED as a deed.

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SCHEDULE 1 - FINANCIERS

<TABLE>
<CAPTION>
NAME                                                                  ABN
<S>                                                                   <C>
National Australia Bank Limited                                       12 004 044 937
Australia and New Zealand Banking Group Limited                       11 005 357 522
BNP Paribas                                                           23 000 000 117
Sumitomo Mitsui Finance Australia Limited                             16 000 866 526
Mizuho Corporate Bank, Ltd.                                           83 099 031 106
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