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                                                                    EXHIBIT 10.8

[IN THE AGREED TERMS]

                                     [DATE]

                               BALFOUR BEATTY PLC

                                       and

                      MACQUARIE EUROPEAN INFRASTRUCTURE PLC

                                       and

                           MACQUARIE YORKSHIRE LIMITED

                                       and

                              CONNECT M1-A1 LIMITED

                                       and

                         CONNECT M1-A1 HOLDINGS LIMITED

                                       and

                             MACQUARIE YORKSHIRE LLC

                                       and


                    MACQUARIE INFRASTRUCTURE COMPANY LLC


             DEED OF NOVATION IN RELATION TO THE SHAREHOLDERS
                                   AGREEMENT

LINKLATERS

One Silk Street
London EC2Y 8HQ

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222

Ref Alexander Currie

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THIS DEED is made on [ ], 2004 BETWEEN:

(1)   BALFOUR BEATTY PLC (registered number 395826) whose registered office is
      at 130 Wilton Road, London SW1V 1LQ ("BB");

(2)   MACQUARIE EUROPEAN INFRASTRUCTURE PLC (registered number 3724230) whose
      registered office is at Level 29 and 30, 1 Ropemaker Street, London EC2Y
      9HD ("MEIP");

(3)   MACQUARIE YORKSHIRE LIMITED (registered number 4712996) whose registered
      office is at Level 29 and 30, 1 Ropemaker Street, London EC2Y 9HD ("MYL");

(4)   CONNECT M1-A1 LIMITED (registered number 2999303) whose registered office
      is at 7th Floor, Saddlers House, Gutter Lane, London EC2V 6HS (formerly
      Yorkshire Link Limited) ("CONNECT");

(5)   CONNECT M1-A1 HOLDINGS LIMITED (registered number 3059235) whose
      registered office is at 7th Floor, Saddlers House, Gutter Lane, London
      EC2V 6HS (formerly Yorkshire Link (Holdings) Limited) ("CONNECT
      HOLDINGS");

(6)   MACQUARIE YORKSHIRE LLC whose principal executive office is at 600 Fifth
      Avenue, 21st floor, New York, NY 10020 USA ("MY LLC"); and


(7)   MACQUARIE INFRASTRUCTURE COMPANY LLC whose principal executive office is
      at 600 Fifth Avenue, 21st floor, New York, NY 10020 USA (formerly
      Macquarie Infrastructure Assets LLC) ("MICL" or the "GUARANTOR").


WHEREAS:

(A)   BB, MEIP, MYL, Connect and Connect Holdings have entered into the
      Shareholders Agreement (as defined in this Deed).


(B)   Pursuant to a share purchase agreement entered into between MEIP and MICL
      on or around the date hereof, MEIP will sell and MICL will purchase the
      5,000,000 ordinary shares owned by MEIP in MYL (the "SHARE PURCHASE
      AGREEMENT").



(C)   Prior to Completion (as defined in the Share Purchase Agreement), MICL
      intends to notify MEIP that it wishes to nominate MY LLC as the transferee
      of the Shares (as defined in the Share Purchase Agreement) pursuant to
      paragraph 1 of Part A of Schedule 5 of the Share Purchase Agreement.


(D)   MEIP therefore wishes to be released and discharged from the Shareholders
      Agreement and the parties have agreed to the novation of the Shareholders
      Agreement.

(E)   BB has agreed to provide reasonable assistance with respect to the
      preparation of certain financial statements and other forms relating to
      Connect Holdings as required under US securities laws and regulations.

(F)   The Guarantor agrees to guarantee to MEIP, MYL, Connect and Connect
      Holdings the obligations of MY LLC under or pursuant to this Deed and the
      Replacement Shareholders Agreement (as defined in this Deed).

(G)   The Guarantor and BB have separately entered into a guarantee on or around
      the date hereof pursuant to which the Guarantor agrees to guarantee to BB,
      inter alia, the performance by MY LLC of its obligations under or pursuant
      to this Deed.

(H)   Yorkshire Link Limited changed its name to Connect M1-A1 Limited on 2 June
      2004; Yorkshire Link (Holdings) Limited changed its name to Connect M1-A1
      Holdings Limited on 2 June 2004.

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IT IS AGREED:

1     DEFINITIONS AND INTERPRETATION

      In this Deed the following expressions shall have the following meanings:

      "CONTINUING PARTIES": means BB, Connect Holdings, Connect and MYL;

      "EFFECTIVE DATE": means the date of Completion as defined in the Share
      Purchase Agreement;

      "EXCHANGE ACT": means the US Securities Exchange Act of 1934, as amended;

      "REPLACEMENT SHAREHOLDERS AGREEMENT": means the agreement to replace the
      Shareholders Agreement as set out in Clause 2.1;

      "SECURITIES ACT": means the US Securities Act of 1933, as amended; and

      "SHAREHOLDERS AGREEMENT": means the shareholders agreement dated 26 March
      1996, as amended and restated on 30 April 2003, between BB, MEIP, MYL,
      Connect and Connect Holdings relating to the purposes of (i) regulating,
      as between the parties their relationship with each other as shareholders
      in Connect Holdings and (ii) regulating, as between all of the parties,
      certain aspects of the affairs of Connect Holdings and Connect.

2     NOVATION

      With effect from the Effective Date:

      2.1   The Shareholders Agreement shall be terminated and the Shareholders
            Agreement shall be replaced by the Replacement Shareholders
            Agreement, which shall be on identical terms to the Shareholders
            Agreement save that:

            2.1.1 MY LLC shall be a party in place of MEIP;

            2.1.2 references to "Macquarie European Infrastructure PLC
                  (registered number 3724230) whose registered office is at
                  Level 30 Ropemaker Street, London EC2Y 9HD" shall be
                  references to "Macquarie Yorkshire LLC whose principal
                  executive office is at 600 Fifth Avenue, 21st floor, New York,
                  NY 10020 USA ("MY LLC")";

            2.1.3 references to "MEIP" shall be references to "MY LLC";

            2.1.4 the definition of "Guarantee" shall be replaced by the "deed
                  of guarantee entered into on or around the date hereof under
                  which Macquarie Infrastructure Assets LLC agrees to guarantee
                  to BB the performance by (i) MY LLC of its obligations under
                  or pursuant to the Shareholders Agreement Novation and (ii)
                  MYL of its obligations under or pursuant to this agreement and
                  the Secondment Agreement Novation and the Secondment
                  Agreement";

            2.1.5 the definition of "Shareholders Agreement Novation" shall be
                  "the deed of novation of the Shareholders Agreement entered
                  into on or around the date hereof between BB, MEIP, MYL,
                  Connect, Connect Holdings, MY LLC and Macquarie Infrastructure
                  Assets LLC";

            2.1.6 the definition of "Secondment Agreement Novation" shall be
                  "the deed of novation of the Secondment Agreement entered into
                  on or around the date

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                  hereof between BB, MIUK, Connect, MYL and Macquarie
                  Infrastructure Assets LLC";

           2.1.7  references to "Yorkshire Link Limited (registered number
                  2999303) whose registered office is at Level 29 and 30, 1
                  Ropemaker Street, London EC2Y 9HD" shall be references to
                  "Connect M1-A1 Limited (registered number 2999303) whose
                  registered office is at Level 29 and 30, 1 Ropemaker Street,
                  London EC2Y 9HD";

           2.1.8  references to "Yorkshire Link (Holdings) Limited (registered
                  number 3059235) whose registered office is at Level 29 and 30,
                  1 Ropemaker Street, London EC2Y 9HD" shall be references to
                  "Connect M1-A1 Holdings Limited (registered number 3059235)
                  whose registered office is at Level 29 and 30, 1 Ropemaker
                  Street, London EC2Y 9HD";

           2.1.9  the following additional definitions shall apply:


                  "MICL" means Macquarie Infrastructure Assets LLC whose
                  principal executive office is at 600 Fifth Avenue, 21st floor,
                  New York, NY 10020 USA


                  "MY LLC" means Macquarie Yorkshire LLC whose principal
                  executive office is at 600 Fifth Avenue, 21st floor, New York,
                  NY 10020 USA; and

           2.1.10 the words in Clause 11(5) from "If the MYL Owners receive a
                  bona fide offer" to the end of that Clause 11(5) shall be
                  deleted and the following inserted in their place:

                  "If:

                  (i)   MY LLC receives a bona fide offer to Transfer all or any
                        part of its shares in MYL; or


                  (ii)  MICL (together with MY LLC for the purposes of this
                        Clause 11(5), an "OFFEROR") receives a bona fide offer
                        to Transfer all or any part of its shares in MY LLC


                  from any bona fide arms length third party purchaser (an
                  "OFFEREE"), then the relevant Offeror shall within 5 Business
                  Days give notice to all other Shareholders including in such
                  notice:

                  (a)   the percentage of shares in MYL, or MY LLC (as the case
                        may be) which the Offeror is proposing to Transfer
                        ("OFFERED MYL INTERESTS");

                  (b)   the purchase price; and

                  (c)   the material terms of the offer (including whether any
                        sale is subject to any Approvals) (such notice hereafter
                        being referred to as the "MYL NOTICE"), and

                  Clauses 11A(3), 11A(4), 11A(5), 11A(6), 11A(7) and 11A(8)
                  shall apply except that:

                  (d)   references to "Transfer Notice" shall be construed as a
                        reference to the "MYL Notice" and references to
                        "Specified Terms" shall be construed as a reference to
                        the terms of such MYL Notice;

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                  (e)   references to YHL Shares shall be construed as a
                        reference to shares in MYL or MY LLC (as the case may
                        be);

                  (f)   references to "YLL Loan Stock" and "interests in the
                        Commercial Subordinated Loan Agreement" shall be
                        disregarded;

                  (g)   references to the "Offered Interests" shall be construed
                        as references to the "Offered MYL Interests";

                  (h)   references to the "Proposing Transferor" shall be
                        construed as references to the relevant Offeror;

                  (i)   references to the "Proposing Transferee" shall be
                        construed as references to the "Offeree"; and

                  (j)   written offers from a Continuing Shareholder shall be
                        given to the relevant Offeror, the relevant Offeror
                        shall give notices to (and receive notices from) the
                        Continuing Shareholder or the Losing Shareholder (as the
                        case may be) and the relevant Offeror shall make
                        determinations as to the terms of the offers (in each
                        case, in lieu of YHL).

                  For the avoidance of doubt. Clauses 11A(3A) and 11(2A) shall
                  not apply to any Transfer or prospective Transfer of shares in
                  MYL or MY LLC (as the case may be)."

      2.2   MY LLC undertakes with the Continuing Parties, from the Effective
            Date, to accept, observe, perform, discharge and be bound by the
            Replacement Shareholders Agreement.

      2.3   Notwithstanding this undertaking, nothing in this Deed shall:

            2.3.1 require MY LLC to perform any obligation created by or arising
                  under the Shareholders Agreement falling due for performance,
                  or which should have been performed by MEIP, before the
                  Effective Date; or

            2.3.2 make MY LLC liable for any act, neglect, default or omission
                  in respect of the Shareholders Agreement committed by MEIP
                  occurring before the Effective Date.

      2.4   With effect from the Effective Date, the Continuing Parties agree to
            the substitution of the Replacement Shareholders Agreement in place
            of the Shareholders Agreement and accept MY LLC's undertaking in
            Clause 2.2 above to observe, perform, discharge and be bound by the
            Replacement Shareholders Agreement.

      2.5   The Continuing Parties hereby release and discharge MEIP from all
            claims and demands from each of the Continuing Parties, and from
            each of its liabilities and obligations, howsoever arising under the
            Shareholders Agreement to the extent assumed by MY LLC pursuant to
            this Deed and accept the like liabilities and obligations to them of
            MY LLC in place of MEIP under the Replacement Shareholders
            Agreement.

      2.6   Notwithstanding Clause 2.5, nothing in this Deed shall affect or
            prejudice any claim or demand whatsoever which the Continuing
            Parties may have against MEIP in relation to the Shareholders
            Agreement and arising out of matters prior to the Effective Date.

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      2.7   With effect from the Effective Date, MEIP hereby releases and
            discharges the Continuing Parties from all claims and demands by
            MEIP, and from each of their respective liabilities and obligations
            to MEIP, howsoever arising under the Shareholders Agreement.
            Notwithstanding this undertaking and release, nothing in this Deed
            shall affect or prejudice any claim or demand whatsoever which MEIP
            may have against the Continuing Parties in relation to the
            Shareholders Agreement and arising out of matters prior to the
            Effective Date.

3     INDEMNITY

      MEIP hereby undertakes to indemnify MY LLC in respect of all liabilities,
      losses, charges, costs, claims or demands incurred or made by MY LLC in
      relation to the Shareholders Agreement and arising from acts or omissions
      of MEIP prior to the Effective Date.

4     BB'S UNDERTAKING


      4.1   BB shall procure that for so long as its employees are seconded to
            Connect to perform the UK GAAP accounting function that those
            employees will use their reasonable endeavours to provide such
            supplementary information as MICL may reasonably request so as to
            (i) enable MICL to produce the consolidated financial statements of
            Connect Holdings for the 3 months and calendar year to date periods
            ended March 31, June 30, September 30 and December 31 of each year,
            including the results of activity from January 1 of each year to
            such period end, in conformity with accounting principles generally
            accepted in the United States, with the Securities Act and with the
            Exchange Act; (ii) assist in the review of the periods ended March
            31, June 30 and September 30 as required by the independent
            accountants in accordance with United States Generally Accepted
            Auditing Standards; (iii) assist in the audit for the year ended
            December 31 of each year in accordance with United States Generally
            Accepted Auditing Standards; and (iv) assist MICL in the preparation
            of forms required to be submitted to the Securities and Exchange
            Commission under the Securities Act and the Exchange Act, including,
            but not limited to, Forms 10-K, 10-Q and 8-K, as needed.


      4.2   The Guarantor shall indemnify BB for its reasonable costs incurred
            in providing the assistance described in Clause 4.1 above.

5     GUARANTEE

      5.1   The Guarantor unconditionally and irrevocably guarantees to MEIP,
            MYL, Connect and Connect Holdings the due and punctual performance
            and observance by MY LLC of its obligations, commitments,
            undertakings, warranties and indemnities under or for breach of this
            Deed and the Replacement Shareholders Agreement (the "GUARANTEED
            OBLIGATIONS").

      5.2   If and whenever MY LLC defaults for any reason whatsoever in the
            performance of any of the Guaranteed Obligations, the Guarantor
            shall forthwith upon demand unconditionally perform (or procure
            performance of) and satisfy (or procure satisfaction of) the
            Guaranteed Obligations in respect of which there has been default in
            the manner prescribed by this Deed and so that the same benefits
            shall be conferred on MEIP, MYL, Connect and Connect Holdings as
            they would have

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            received if the Guaranteed Obligations had been duly performed and
            satisfied by MY LLC.

      5.3   This guarantee is a continuing guarantee and is to remain in force
            until all the Guaranteed Obligations have been performed or
            satisfied. This guarantee is in addition to and without prejudice to
            and not in substitution for any rights or security which MEIP, MYL,
            Connect and Connect Holdings may now or hereafter have or hold for
            the performance and observance of the Guaranteed Obligations.

      5.4   The liability of the Guarantor under this Clause 5 shall not be
            released or diminished by any variation of the Guaranteed
            Obligations or any forbearance, neglect or delay in seeking
            performance of the Guaranteed Obligations or any granting of time
            for such performance and shall not be affected or impaired by reason
            of any other fact or event which in the absence of this provision
            would or might constitute or afford a legal or equitable discharge
            or release or a defence to a guarantor.

6     FURTHER ASSURANCE

      Each of the parties agrees to perform (or procure the performance of) all
      further acts and things, and execute and deliver (or procure the execution
      and delivery of) such further documents, as may be required by law or as
      may be necessary or reasonably desirable to implement and/or give effect
      to this Deed.

7     COUNTERPARTS

      This Deed may be executed in any number of counterparts and by the parties
      to it on separate counterparts, each of which is an original but all of
      which together constitute one and the same instrument.

8     NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      A person who is not a party to this Deed shall have no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms
      of this Deed or the Replacement Shareholders Agreement.

9     GOVERNING LAW

      9.1   This Deed and the relationship between the parties shall be governed
            by, and interpreted in accordance with English law.

      9.2   All parties agree that the Courts of England are to have exclusive
            jurisdiction to settle any dispute (including claims for set-off and
            counterclaim) which may arise in connection with the creation,
            validity, effect, interpretation or performance of, or the legal
            relationships established by this Deed or the Replacement
            Shareholders Agreement or otherwise arising in connection with this
            Deed and for such purposes irrevocably submit to the jurisdiction of
            the English Courts.


      9.3   MY LLC and MICL shall at all times maintain an agent for service of
            process and any other documents in proceedings in England or any
            other proceedings in connection with this Deed or the Replacement
            Shareholders Agreement. Such agent shall be MYL of Level 29 and 30,
            1 Ropemaker Street, London EC2Y 9HD and any judgment or other notice
            of legal process shall be sufficiently served on MY LLC and MICL if
            delivered to such agent at its address for the time being. MY LLC
            and MICL agree


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            to inform each party in writing of any change of address of such
            process agent within 28 days of such change. If such process agent
            ceases to be able to act as such or to have an address in England,
            MY LLC and MICL irrevocably agree to appoint a new process agent in
            England and to deliver to each party within 14 days a copy of a
            written acceptance of appointment by the process agent.


AS WITNESS this Deed has been executed by the parties hereto and is hereby
delivered on the date first above written.

EXECUTED and DELIVERED
as a DEED by                   }
[-] as attorney for BALFOUR
BEATTY PLC

Witness's signature

Name
Address

Occupation

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EXECUTED and DELIVERED
as a DEED by [-]
as attorney for MACQUARIE           }
EUROPEAN
INFRASTRUCTURE PLC

Witness's signature

Name
Address

Occupation

EXECUTED and DELIVERED
as a DEED by
MACQUARIE YORKSHIRE                 }
LIMITED acting by two
directors/a director and the
secretary

Director:

Director[/secretary]:

EXECUTED and DELIVERED
as a DEED by CONNECT M1-
A1 LIMITED acting by two            }
directors/a director and the
secretary

Director:

Director[/secretary]:

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EXECUTED and DELIVERED
as a DEED by
CONNECT M1-A1 HOLDINGS              }
LIMITED acting by two
directors/a director and the
secretary

Director:

Director[/secretary]:

EXECUTED and DELIVERED
by [-] as [authorised signatory]
on behalf of MACQUARIE              }
YORKSHIRE LLC
and thereby executed by it as
a Deed


EXECUTED and DELIVERED
by [-] as [authorised signatory]
on behalf of MACQUARIE              }
INFRASTRUCTURE COMPANY
LLC and thereby executed by it
as a Deed


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