Railmatch Buyer's Agreement

TRANSMATCHä

SELLER'S AGREEMENT

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

a. Railmatch Service Use. TRANSMATCH agrees to permit Seller 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 Seller is hereby acknowledged by Seller. 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.

Seller 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 networks or network security, or attempt to use the Railmatch Service to gain unauthorized access to any other computer system. Seller shall at all times provide TRANSMATCH with accurate information. Seller shall immediately notify TRANSMATCH of any security breach in or unauthorized use of Seller's account. Seller shall not interfere in any way with another Seller or Buyer. s use of, or TRANSMATCH's provision of the Railmatch service. Seller 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 using Railmatch Service, Seller shall deliver a purchase and sale confirmation notice to Railmatch Service/ confirming the sale. Seller shall promptly render payment to TRANSMATCH according to terms detailed below.

c. RELATIONSHIP OF PARTIES. SELLER 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 SELLER ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO INTEGRATION AMONG OR BETWEEN ANY SUCH PARTIES. SELLER 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. SELLER'S FEES.

a. Lot Commissions. Seller shall pay TRANSMATCH a commission equal to 1.00% of the aggregate sales proceeds in connection with each lot of Equipment sold by Seller through Railmatch Service.

b. Seller shall deliver the fees relating to each such sale, lease or rental to TRANSMATCH within seven (7) Business Days of notice of completed transaction. Seller hereby appoints TRANSMATCH and each of its designees as its attorney-in-fact, with full power and authority to execute and deliver on its behalf during the term of this Agreement, any such release documents in respect of the satisfaction of its obligation to pay fees to TRANSMATCH for each sale of Seller's Equipment pursuant to this Agreement, as may be required.

4. RELEVANT TERMS AND CONDITIONS OF PURCHASES AND SALES. All purchases and sales of Equipment effected through the Railmatch Service shall be subject to the terms and conditions in Sections 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 use of Railmatch Service and consummated by Seller and Buyer shall be deemed to be final and binding upon Seller and Buyer in respect of this Agreement with TRANSMATCH, subject to the terms and conditions provided in this Agreement.

b. Seller hereby agrees and acknowledges 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, etc.

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. SELLER 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. Taxes. Any sales, transfer, turnover, value added, excise or other taxes applicable to the sale and delivery of the items shall be borne by the Seller. In the event that the TRANSMATCH shall be caused to pay any such taxes or assessments of any sort, Seller shall upon demand, reimburse TRANSMATCH for such amount.

5. MISCELLANEOUS.

a. Termination. This Agreement may be terminated by either TRANSMATCH or Seller, 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 Seller to pay any fees when due hereunder, upon notice from TRANSMATCH to Seller, shall be deemed to be a material breach. The provisions of Section 4(a) through (d) and the provisions of Sections 5(a), (b), (c), (d), (g), (i), (j), (k) and (l) shall survive termination of this Agreement.

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

c. NO TRANSMATCH WARRANTY. SELLER UNDERSTANDS THAT USE OF RAILMATCH'S SERVICE IS AT SELLER'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 THE 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 SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT SHALL EITHER 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. Seller 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. Seller 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. Seller 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 Seller's or any third party's equipment and that of Railmatch Service.

g. Indemnity and Hold Harmless. Seller 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 Seller's representations and warranties provided in this Agreement, or other obligations under this Agreement. TRANSMATCH hereby agrees to indemnify, defend and hold Seller 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. Seller 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).