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                                                                  EXHIBIT 10.19

[IN THE AGREED TERMS]

                                     [DATE]

                               BALFOUR BEATTY PLC

                                       and

                      MACQUARIE INFRASTRUCTURE (UK) LIMITED

                                       and

                              CONNECT M1-A1 LIMITED

                                       and

                           MACQUARIE YORKSHIRE LIMITED

                                       and


                      MACQUARIE INFRASTRUCTURE COMPANY LLC


                        DEED OF NOVATION RELATING TO THE
                              SECONDMENT 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 (formerly BICC PLC) ("BB");

(2)   MACQUARIE INFRASTRUCTURE (UK) LIMITED (registered number 1540913) whose
      registered office is at Level 29 and 30, 1 Ropemaker Street, London EC2Y
      9HD (formerly Trafalgar House Corporate Development Limited) ("MIUK");

(3)   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"); and

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


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


WHEREAS:

(A)   BB, MIUK and Connect have entered into the Secondment Agreement (as
      defined in this Deed).


(B)   Pursuant to a share purchase agreement entered into between Macquarie
      European Infrastructure PLC ("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.


(C)   MIUK therefore wishes to be released and discharged from the Secondment
      Agreement and the parties have agreed to the novation of the Secondment
      Agreement from MIUK to MYL.

(D)   The Guarantor agrees to guarantee to MIUK and Connect the obligations of
      MYL under or pursuant to this Deed and the Replacement Secondment
      Agreement (as defined in this Deed).

(E)   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 MYL of its obligations under or pursuant to
      this Deed.

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

IT IS AGREED

1     DEFINITIONS AND INTERPRETATION

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

      "CONTINUING PARTIES": means BB and Connect;

      "EFFECTIVE DATE": means the date of this Deed;

      "REPLACEMENT SECONDMENT AGREEMENT": means the agreement to replace the
      Secondment Agreement as set out in Clause 2.1; and

      "SECONDMENT AGREEMENT": means the secondment agreement dated 26 March 1996
      as amended and restated on 30 April 2003, between BB, Connect and MIUK.

2     NOVATION

      With effect from the Effective Date:

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

            2.1.1 MYL shall be a party in place of MIUK;

            2.1.2 references to "Macquarie Infrastructure (UK) Limited
                  (registered number 1540913) of Level 29 and 30, 1 Ropemaker
                  Street, London EC2Y 9HD" shall be references to "Macquarie
                  Yorkshire Limited (registered number 4712996) of Level 29 and
                  30, 1 Ropemaker Street, London EC2Y 9HD";

            2.1.3 from Recital (f) onwards references to "MIUK" shall be
                  references to "MYL";

            2.1.4 from Clause 1 onwards references to "Macquarie European
                  Infrastructure plc" shall be references to "Macquarie
                  Infrastructure Assets LLC"; and


            2.1.5 from Clause 1 onwards references to "MEIP" shall be references
                  to "MICL".


            2.1.6 from Clause 1 onwards references to "YLL" shall be references
                  to "Connect".

            2.1.7 references to "Yorkshire Link Limited of (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 of (registered number 2999303) whose
                  registered office is at Level 29 and 30, 1 Ropemaker Street,
                  London EC2Y 9HD".

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

      2.3   Notwithstanding the undertaking provided in Clause 2.2, nothing in
            this Deed shall:

            2.3.1 require MYL to perform any obligation created by or arising
                  under the Secondment Agreement falling due for performance, or
                  which should have been performed by MIUK, before the Effective
                  Date; or

            2.3.2 make MYL liable for any act, neglect, default or omission in
                  respect of the Secondment Agreement committed by MIUK
                  occurring before the Effective Date.

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

      2.5   The Continuing Parties hereby release and discharge MIUK from all
            claims and demands from each of the Continuing Parties, and from
            each of its liabilities and obligations, howsoever arising under the
            Secondment Agreement to the extent assumed by MYL pursuant to this
            Deed and accept the like liabilities and obligations to them of MYL
            in place of MIUK under the Replacement Secondment 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 MIUK in relation to the Secondment
            Agreement and arising out of matters prior to the Effective Date.

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

3     INDEMNITY

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

4     GUARANTEE

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

      4.2   If and whenever MYL 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 MIUK and Connect as they would have received
            if the Guaranteed Obligations had been duly performed and satisfied
            by MYL.

      4.3   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 MIUK and
            Connect may now or hereafter have or hold for the performance and
            observance of the Guaranteed Obligations.

      4.4   The liability of the Guarantor under this Clause 4 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.

5     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.

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6     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.

7     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 Secondment Agreement.

8     GOVERNING LAW

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

      8.2   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 otherwise arising in
            connection with this Deed or the Replacement Secondment Agreement
            and for such purposes irrevocably submit to the jurisdiction of the
            English Courts.


      8.3   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
            Secondment 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 MICL if delivered
            to such agent at its address for the time being. MICL agrees 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,
            MICL irrevocably agrees 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.

SIGNED as a DEED by the said
[-] as attorney for BALFOUR             }
BEATTY PLC
in the presence of:

Witness's signature

Name
Address

Occupation

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SIGNED as a DEED by the said
[-] as attorney for MACQUARIE
INFRASTRUCTURE (UK)                        }
LIMITED
in the presence of:

Witness's signature

Name
Address

Occupation

SIGNED as a DEED by the said
[-] as attorney for CONNECT                }
M1-A1 LIMITED
in the presence of:

Witness's signature

Name
Address

Occupation

SIGNED as a DEED by the said
[-] as attorney for MACQUARIE              }
YORKSHIRE LIMITED
in the presence of:

Witness's signature

Name
Address

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Occupation


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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