TRANSMATCHä

BUYER'S AGREEMENT

 This agreement dated _______________ between TRANSMATCH of New York, NY which operates an on-line rail equipment information service known as Railmatchä Service (hereinafter "Railmatch Service") and the undersigned (the "Buyer"). The Buyer hereby agrees and accepts the following  terms and conditions, which shall govern the Buyer's use of Railmatch Service and any purchases, leases or rentals effected by Buyer through the use of Railmatch Service.

1. CERTAIN DEFINITIONS.

 a.       Agreement - shall mean the terms and conditions set forth herein which shall govern the relationship of the parties in connection with Buyer's use of Railmatch Service.

 b.       Business Day - shall mean any day other than a Saturday, Sunday or day on which banks in the State of New York are authorized to be closed for business.

 c.       Buyer - shall mean any Railmatch Service member who purchases, leases, or otherwise acquires Equipment from Seller through Railmatch Service.

 d.       Equipment - shall mean any equipment used in transportation or ancillary activities.

 e.       TRANSMATCH - shall have the meaning provided in the preamble to this Agreement.

 f.         Railmatch Service - shall have the meaning provided in the preamble to this Agreement.

 g.       Seller - shall have the meaning provided in the preamble of this Agreement and is the party selling, leasing or renting as the legal owner or as authorized agent/representative of the legal owner of the equipment.

 h.       Purchase and sale, or the temporary conveyance by virtue of rental, or short-term lease for consideration in a lump-sum or installments.

 i.         Aggregate Sales Proceeds means the lump sum or aggregate installment consideration paid for the equipment. In the latter installment case, a lump-sum purchase price shall be calculated as the net present value of all installments discounted at the accepted average "prime rate" advertised by New York money center banks.

2. TRANSMATCH SERVICES.

           a. Railmatch Service Use. TRANSMATCH agrees to permit Buyer to use Railmatch Service during the term of this Agreement in order to effect sales of lots of Equipment, subject to the terms and conditions provided in this Agreement and the rules and procedures set forth and which accompany this agreement, the receipt of which by Buyer is hereby acknowledged by Buyer.  All such rules and procedures shall be subject to modification, at the sole discretion of TRANSMATCH, at any time during the term of this Agreement.

 Buyer shall not use the Railmatch Service in a manner which violates any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol. User shall not attempt to interfere in any way with TRANSMATCH data systems or network security, or attempt to use the Railmatch Service to gain unauthorized access to any other computer system. Buyer shall at all times provide TRANSMATCH with accurate information. Buyer shall immediately notify TRANSMATCH of any security breach in or unauthorized use of Buyer's account. Buyer shall not interfere in any way with another Seller or Buyer. s use of, or TRANSMATCH's provision of the Railmatch Service. Buyer shall not resell, rent, lease, grant a security interest in, or make commercial use of the Railmatch Service without the express written consent of TRANSMATCH.

          b. Information  Services.  TRANSMATCH shall provide information  services described herein in connection with purchases and sales of rail equipment. Upon purchase by Buyer through Railmatch Service, Buyer shall deliver a purchase and sale confirmation notice to Railmatch Service confirming the sale and listing the UMLER initials and numbers (if any) assigned to the equipment purchased, if different from the previous identification.

          c. RELATIONSHIP OF PARTIES. BUYER ACKNOWLEDGES AND AGREES THAT TRANSMATCH IS AN INDEPENDENT CONTRACTOR ACTING SOLELY AS AN INFORMATION INTERMEDIARY BETWEEN SELLER AND BUYER. THIS AGREEMENT SHALL NOT BE DEEMED TO CREATE ANY PARTNERSHIP, JOINT VENTURE OR OTHER JOINT BUSINESS RELATIONSHIP BETWEEN THE PARTIES AND BUYER ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO INTEGRATION AMONG OR BETWEEN ANY SUCH PARTIES. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TRANSMATCH SHALL NOT BE DEEMED TO TAKE OWNERSHIP OF ANY EQUIPMENT BY VIRTUE OF THE USE OF RAILMATCH SERVICE OR TO HAVE ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE OBLIGATIONS OF EITHER SELLER OR BUYER OR IN CONNECTION WITH ANY SALE FACILITATED BY THE USE OF RAILMATCH SERVICE.

3. BUYER'S FEES.

Membership Fees. Buyer shall pay applicable annual Buyer membership fees equal to $50 per year, which shall be due and payable ten (10) calendar days in advance of year end.  

NO FEES OF ANY KIND WILL BE CHARGED TO SELLERS OR BUYERS UNTIL SEPTEMBER 1, 2000.  ANY EQUIPMENT POSTED ON RAILMATCH BEFORE THAT DATE WILL BE GRANDFATHERED BY THIS AGREEMENT.

4. RELEVANT TERMS AND CONDITIONS OF PURCHASES AND SALES. All purchases and sales of Equipment effected through use of the Railmatch Service shall be subject to the terms and conditions in Section 4 below, which shall be binding and enforceable upon each Seller and Buyer in connection with each purchase and sale effected through the use of Railmatch Service.         

 a. Purchases and Sales Final. For the purposes of this agreement, all purchases and sales facilitated by RAILMATCH SERVICE and consummated by Buyer and Seller shall be deemed to be final and binding upon Buyer and Seller in respect of this agreement, subject to the terms and conditions provided in this Agreement.

b. Buyer hereby acknowledges and agrees that TRANSMATCH and Railmatch Service shall have no responsibility for negotiation of the terms and conditions of a purchase and sale. It shall be the responsibility of the Buyer and Seller to ascertain the condition, fitness for a particular use, and merchantability of each item of equipment. Further it shall be the responsibility of the Buyer and Seller to negotiate, among others, the taking of possession, means and timing of payment, indemnification of risk of loss of property in transit and damage or injury to others, liability for storage and transportation costs, structural or other modifications to equipment.

c. NO WARRANTY. NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE EQUIPMENT SOLD USING RAILMATCH SERVICE'S INFORMATION  FACILITY IS SOLD WITHOUT COVENANT OR WARRANTY BY TRANSMATCH OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE , CONDITION OF THE EQUIPMENT, PRIOR PAYMENT FOR TAXES IN THE UNITED STATES OR ELSEWHERE. BUYER IS DEEMED TO ACKNOWLEDGE THAT THE FOR SALE EQUIPMENT MAY BE USED AND MAY NOT COMPLY WITH INTERCHANGE RULES OR REQUIRE REPAIRS OR BE UNSUITABLE FOR A PARTICULAR USE AND THEY ESCHEW RECOURSE TO TRANSMATCH IN CONNECTION THEREWITH.

d. Buyer Indemnity Obligation. From and after the transfer of ownership of Equipment sold by Seller to Buyer through the use of Railmatch Service, Buyer shall indemnify and hold TRANSMATCH harmless from and against any and all liability, claims and suits, including without limitation, reasonable attorneys' fees, for all loss or damage to property of any person or personal injury or death of any person arising out of or incident to the ownership, possession, control, use or maintenance following transfer of ownership to Buyer of the Equipment sold by Seller to Buyer by virtue of using Railmatch Service's information facility.

e. Markings. In the event that Equipment sold through Railmatch Service is re-stenciled (re-marked) by the Seller prior to delivery or by the Buyer, Buyer shall PROMPTLY NOTIFY Railmatch Service/TRANSMATCH of the UMLER initials and numbers (if any) assigned to the equipment purchased.

5. MISCELLANEOUS.

a. Termination. This Agreement may be terminated by either TRANSMATCH or Buyer, without cause, upon thirty (30) calendar days prior written notice provided that any sales commenced during the notice period shall be deemed completed under the terms and conditions of this Agreement if consummated in fact after the termination of this Agreement. TRANSMATCH may terminate this Agreement immediately at any time TRANSMATCH discontinues operation of Railmatch Service. Either party may immediately terminate this Agreement upon a material breach by the other party. Failure of Buyer to pay any fees when due hereunder, upon notice from TRANSMATCH to Buyer, shall be deemed to be a material breach. The provisions of Section 4(a) through (e) and the provisions of Sections 5(a), (b), (c), (d), (g), (i), (j), (k) and (l) shall survive termination of this Agreement.

b. Buyer's Warranty. Buyer hereby represents and warrants that all information contained in the Railmatch Service membership application completed by Buyer is true, complete, correct and accurate and that Buyer, if an entity, is validly existing under the laws of the jurisdiction of its formation, and that Buyer has full power, authority and capacity to enter into and perform under this Agreement. Buyer further represents and warrants that at all times during the term of this Agreement, Buyer shall refrain from engaging in any illegal, unfair or deceptive trade practices in connection with this Agreement or Buyer's use of Railmatch Service.

c. NO RAILMATCH SERVICE WARRANTY. BUYER UNDERSTANDS THAT USE OF RAILMATCH SERVICE IS AT BUYER'S OWN RISK AND THAT TRANSMATCH DOES NOT MAKE, AND THAT EACH EXPRESSLY DISCLAIMS, ANY WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE SERVICES OR USE OF RAILMATCH SERVICE TO BE PROVIDED OR WITH RESPECT TO ANY SALES PURSUANT THERETO, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT THE RAILMATCH SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT SHALL RAILMATCH SERVICE OR TRANSMATCH BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

d. Intellectual Property Rights. Buyer recognizes and specifically agrees that it has no rights in or to, the whole, or any part of, the trade names "TRANSMATCH" or "Railmatch Service" or to any of the TRANSMATCH system components or processes and it will not, except as otherwise permitted by this Agreement while it is in effect, disclose, make use of or otherwise infringe upon the intellectual property or any derivatives thereof, it being specifically understood that the intellectual property is owned solely and exclusively by  TRANSMATCH. Buyer agrees that upon any violation of this covenant, TRANSMATCH shall suffer irreparable harm and TRANSMATCH shall be entitled to injunctive relief against any further violation, in addition to any other damages to which TRANSMATCH may be entitled. This covenant is independent of any other covenant, term or condition of this Agreement and shall survive the expiration or termination of this Agreement, it being understood that but for the giving of this covenant, TRANSMATCH would not have entered into this Agreement.

e. Force Majeure. Neither TRANSMATCH, nor its respective agents, shall be responsible in any manner for any loss or damage occurring as a result of forces beyond their respective control, including, without limitation, any act of God, natural catastrophe, war, pestilence, labor dispute, telecommunications disruption, or any other matter, cause or thing which such parties do not directly control.

f. Equipment and Certain Information. Access to the Railmatch Service shall be by means of the internet/direct modem connection or fax. Buyer shall be responsible for the installation, maintenance and costs of all communications service and equipment required to gain access to Railmatch Service and assumes all related risk. TRANSMATCH will provide information and instructional materials for accessing and utilizing Railmatch Service. However, TRANSMATCH cannot guarantee and disclaims any responsibility for compatibility between Buyer's or any third party's equipment and that of Railmatch Service.

g. Indemnity and Hold Harmless. Buyer hereby agrees to indemnify, defend and hold TRANSMATCH harmless for all liability, claims, damages and costs, including reasonable attorney's fees, arising out of or in connection with a breach of Buyer's representations and warranties provided in this Agreement, or other obligations under this Agreement . TRANSMATCH hereby agrees to indemnify, defend and hold Buyer  harmless for all liability, claims, damages and costs, including reasonable attorney. s fees, arising out of or in connection with a breach of TRANSMATCH. s representations and warranties provided in the agreement, or TRANSMATCH. s other obligations under this Agreement.

h. Assignment. Buyer may not assign, in whole or in part, any of its rights or obligations under this Agreement without the express written consent of TRANSMATCH.

i. Dispute Resolution. Any controversy or dispute arising out of this Agreement, the interpretation of any of the provisions hereof, or the action or inaction of any party hereto shall first be submitted to non-binding mediation. The parties agree to participate in such non-binding mediation in good faith, and neither party may commence judicial or other legal proceedings until sixty (60) days following the commencement of such mediation. Such mediation shall be conducted by one (1) mediator mutually agreed to by the parties in event that no such mutual agreement is reached. Each party shall bear its own costs and expenses in connection with such mediation, and the fees and expenses of the mediator shall be shared equally by the parties.

 j. Attorney. s Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement or any of the provisions hereof, other than pursuant to Section 5(i), the prevailing party therein shall be entitled to recover from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled, reasonable attorneys. fees, costs and necessary disbursements.

 k. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York as applied to contracts entered into in New York.

l. Severability. If one or more provisions of this Agreement are held to be invalid, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are intended to be and shall be deemed severable.

m. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all other agreements. The parties make no representations or warranties other than those specifically contained herein. Neither this agreement, nor any of its terms or conditions, may be modified or altered except by writing signed by both parties (except as otherwise specifically provided above).