AGREEMENT

THIS

AGREEMENT (this

“Agreement”) is made as of this __

day of __________,

200_,

(the “Effective Date”) by and between _________________.

("Purchaser") and _________________

("Seller").

W

I T N E S S E T H:

WHEREAS,

Purchaser wishes to purchase ________________

from Seller; and

WHEREAS,

Seller is willing to sell such _____________

to Purchaser;

NOW,

THEREFORE, in consideration

of the covenants, conditions and payments hereinafter set forth, the

receipt and sufficiency of which are hereby acknowledged, the parties

hereto agree as follows:

Price,

Quantity, Shipping Instructions, and Payment Terms.

Seller will sell to Purchaser __ (the “Goods”) [RFP

______, dated ____], pursuant

to the terms of this Agreement and the price, payment, delivery, and

other terms set forth in the Appendix attached hereto and made a

part hereof (the “Appendix”). The Goods will be shipped

___,

in accordance with the details specified in the Appendix. Nothing

contained in this Agreement shall be construed as a commitment by

Purchaser to purchase any Goods, or minimum quantity thereof, from

Seller.

Term.

The term of this Agreement shall begin on the Effective Date, and

shall end on ___________

(the “Term”)

unless earlier terminated in accordance with this Agreement.

Title

and Risk of Loss. Title

to and risk of loss of all Goods furnished hereunder shall remain

with Seller until receipt, inspection, and acceptance of the Goods

by Purchaser. Seller warrants that it has clear title to the Goods

and that there is no outstanding hostile claim against or security

interest in the Goods held by a third party.

Non-Disclosure.

All information, including but not limited to, financial statements,

product information, manufacturing capabilities, passwords,

documents, data and business records, which is disclosed to

Purchaser by Seller or which Purchaser observes or comes into

contact with during the Term of this Agreement,

whether generated by Seller

or contractor of Seller,

shall be deemed "Confidential Information" and the sole

and exclusive property of Seller.

Purchaser shall take all reasonable measures to maintain the

confidentiality of said Confidential Information by its employees,

agents, representatives and couriers. Purchaser shall not use the

Confidential Information for any purposes other than to perform its

obligations hereunder and shall not disclose any Confidential

Information to any third party without the prior written consent of

Seller.

Purchaser acknowledges that all right, title, and interest in and to

said Confidential Information, including the right to produce,

extract, or exhibit said Confidential Information to any third party

and any intellectual property rights relating to said Confidential

Information, exist in Seller

only. Purchaser shall

return such Confidential Information promptly upon the expiration or

termination of this Agreement.

Warranties.

Notwithstanding any limitations to the contrary in Seller’s

invoice and/or sales documentation, Seller expressly warrants that:

all

Goods will conform to [the

purchaser

requirements] and any other

applicable plans, drawings, specifications or samples furnished by

Purchaser, or furnished by Seller and approved and accepted by

Purchaser, it being understood that such plans, drawings,

specifications or samples, are incorporated by reference and made a

part hereof;

all Goods will be of merchantable

quality, fit and sufficient for the purpose ordered and

communicated to Seller, and will be free from latent or patent

defects in material and workmanship;

all services will be performed in a

workmanlike, efficient and safe manner and will conform to

standards generally accepted in the trade or industry involved;

all Goods are and will be free from

any security interest, lien, or encumbrance;

Remedies.

If

any of the Goods are found within the warranty period provided in

the Appendix to be defective in material or workmanship or

otherwise not in conformity with the requirements of this

Agreement, Purchaser, in addition to any other rights which it may

have under warranties or otherwise, shall have the right, at its

option

to

revoke acceptance, reject and return such Goods at Seller's

expense, in which event conforming Goods shall be provided by

Seller at its cost within ten (

) days of such

revocation and such replacement Goods shall carry a warranty

equivalent to that set forth in the Appendix running from the date

of Purchaser’s receipt of such replacement Goods; or

notify

Seller of noncompliance, defects, or deficiencies in the Goods,

which Seller shall repair and/or correct at Seller’s expense

within ten ( )

days of such notice and such repairs shall carry a warranty

equivalent to that set forth in the Appendix running from the date

of Purchaser’s acceptance of such repaired Goods; or

upon

notice to Seller, to take such actions as may be required to cure

all defects and/or bring the Goods into conformity with all the

requirements of this Agreement, in which event all costs and

expenses thereby incurred by Purchaser shall be for Seller's

account,.

Efforts by Purchaser to correct defects or deficiencies shall not

preclude Purchaser from revoking acceptance and rejecting the

Goods under this Section or applicable law where Purchaser’s

commercially reasonable attempts to correct the defective

conditions prove to be unsuccessful.

In the event

that Purchaser invokes the remedy set forth in Section 6(a)(ii),

Purchaser shall cooperate in providing reasonable access to the

Goods, data and technical assistance (if available) as required to

develop and schedule repairs and related testing of modifications

or repairs, if necessary, to assist Seller in its correction of the

defects or deficiencies in the Goods. Seller will schedule repairs

to minimize disruption, loss and inconvenience to Purchaser, or if

required, Seller shall, at its expense, arrange for delivery of the

Goods to Seller’s plant for repair or modification.

Insurance.

Liability

Insurance. Prior to and

during any entry by Seller onto the premises of Purchaser, Seller

shall purchase and maintain the following insurance coverages: (i)

Commercial General Liability Insurance (“CGL”), with

contractual liability covering obligations assumed in this

Agreement (including any agreements entered into between the

parties pursuant hereto) by Seller.

Policy

Requirements. All

insurance required hereunder shall be effected by valid and

enforceable policies issued by insurer(s) of financial

responsibility and authorized to do business in all necessary

states. Seller’s liability insurance policies shall name

Purchaser. Prior to any entry upon Purchaser’s property

pursuant to this Agreement and upon Purchaser’s request

thereafter, Seller shall provide or shall cause its insurer to

provide Purchaser with complete certified copies of the liability

insurance policies in effect for the Term of this Agreement.

Intellectual

Property. Seller

warrants that: (1) that the goods or services purchased hereunder as

well as the production, sale and use thereof, do not and will not

infringe any third party patents, trademarks or copyrights or other

intellectual property; (2) that Seller will at its own expense

defend any suit that may arise In with respect thereto.

In case the Goods or a part thereof are held to be infringing, or

the use of the Goods or a part thereof is enjoined, Seller shall, at

Seller’s expense, either procure for Purchaser the rights to

continue using the Goods, replace the Goods or a part thereof with

non-infringing Goods, modify the Goods so that they are

non-infringing, or retake to Goods and refund the purchase price and

other costs associated with delivery or return of the Goods.

Waiver.

Waiver by the Purchaser of Seller’s breach of any term or

condition of this Agreement shall not be construed as a waiver of

any other term or condition or a future waiver of the waived term or

condition.

Cancellation.

Except

as provided in this Agreement, Purchaser may cancel this Agreement

without penalty or payment of cancellation charges upon (

) days prior

written notice to Seller if Seller fails to make delivery as

specified or within a reasonable time if no time is specified, or

fails to comply with any other provisions of this Agreement, except

if excused under Section 12.

Cancellation hereunder shall discharge all executory obligations of

the parties but shall not affect any right or obligation based on a

prior breach or performance of this Agreement nor affect any right

or obligation which is intended to survive such cancellation.

Labor

Matters. If Seller

interferes with Purchaser’s operations because of a strike,

picketing or a work stoppage by Seller’s or its

subcontractor’s employees or a dispute between a union and the

Seller or its subcontractor, Purchaser, after twenty-four (24) hour

oral or written notice to the Seller, may either employ a substitute

or terminate this Agreement. Further, Seller shall be liable for

and promptly pay to Purchaser, any additional expense incurred by

Purchaser in employing such substitute or terminating the Agreement.

Notice

of Delay. Seller

agrees to notify Purchaser in writing promptly of any factor,

occurrence or event coming to its attention that may affect Seller's

ability to meet it obligations under this Agreement. Examples of

where such notice shall be given, shall include, but not be limited

to any loss, reassignment or unavailability of key employees, a

force majeure

event, threat of strike, or major equipment failure, changed

requirements, or third party delays.

Force

Majeure. A

party shall be excused from performing its contractual obligations

if it is prevented or delayed in such performance by conditions that

constitute force majeure,

such as acts of God, acts of terrorism, acts of the public enemy,

labor disturbances, authority of law, fire or explosion, war or

warlike act, insurrection, a party’s reasonable response (by

way of example and not limitation, such as taking evasive action or

canceling meetings or events) to a Governmental warning affecting

local or national security, or any like causes beyond its control. A

party wishing to take advantage of the relief provided in this

Section must as soon as practical advise the other party in writing

of the existence of the force

majeure condition and the

estimated time of its duration. The parties shall cooperate to

ascertain the facts and the effect of the delay on, and make

appropriate adjustments where necessary.

Prohibition

on Improper Influences.

Seller represents that it has not and will not provide any gift,

rebate, or other compensation - excluding nominal business

entertainment or gifts - to any official, employee, representative,

or agent of Purchaser or any of its affiliated or subsidiary

companies. Seller further represents that none of its officials or

employees are known to be employed by Purchaser or any of its

affiliated or subsidiary companies. Seller agrees to promptly

notify Purchaser if Seller becomes aware of information requiring

modifications to either of the foregoing representations.

Insolvency.

In the event Seller shall file a voluntary petition in bankruptcy,

or a petition in bankruptcy shall be filed against Seller, or Seller

shall make an assignment for the benefit of its creditors, or Seller

shall apply for relief in any form as a debtor under any statute of

the United States or laws or regulations of any other governmental

authority, or any other proceeding under any statute of the United

States or laws or regulations of any other governmental authority

seeking the relief or readjustment of Seller's indebtedness shall be

commenced, then Purchaser shall have the right to immediately cancel

this Agreement or so much of it as has not been completed, without

penalty or payment of cancellation charges.

Severability.

Any provision of this Agreement which is determined to be invalid

or unenforceable will be ineffective to the extent of such

determination without invalidating the remaining provisions of this

Agreement.

Complete

Agreement. This Agreement

and each Appendix attached hereto constitute the complete agreement

of the parties relating to the matters specified in this Agreement

and supersede all prior and contemporaneous representations or

agreements with respect to such matters. No oral modifications or

waiver of any of the provisions of this Agreement shall be binding

on either party.

Laws.

Parties

warrant and agree that it has complied and will comply with all

applicable laws. One Party

shall indemnify the

other Party and save it

harmless from any claims,

losses, damages, costs and legal expenses (including but not limited

to attorneys’ fees), resulting from its

own failure to comply with the

foregoing.

Arbitration.

Any controversy or claim arising out of or relating to this

Agreement, or the breach thereof, shall be settled through binding

arbitration in accordance with the Provisional Rules of Procedure,

and judgment on the award rendered by the arbitrator(s) may be

entered in any court of competent jurisdiction. Exclusive venue for

such arbitration shall be the Arbitration Commission of the China

Council.

Independent

Contractor. Seller

acknowledges that it is an independent contractor and that Purchaser

has no control over or ownership interest in any of the Seller's

facilities that will be utilized in supplying Goods to Purchaser

hereunder.

Consortium

Purchasing. [Include

this section only if applicable.]

Seller acknowledges that it benefits from Purchaser obtaining

greater quantities of goods and/or services from Seller and has

reflected that by granting Purchaser a discount for volume purchases

as shown in the price schedule in the Appendix attached hereto. To

encourage Purchaser to have third parties purchase goods and/or

services from Seller, Seller agrees to allow Purchaser to aggregate

its purchases with those of any such third parties, so that

Purchaser and such third parties each receive benefit of the volume

discounts set forth in the Appendix attached hereto. Purchaser shall

forward the name, address, telephone number and the name of the

representative of any such third parties, and unless Seller objects

in writing within fifteen (15) days thereafter, Seller shall provide

the named third party with the goods and/or services upon the same

terms and conditions as are contained in this Agreement, and shall

aggregate Purchaser’s and all such third parties’ volume

for purpose of determining the prices and discounts of the goods

and/or services provided to each of the parties. Notwithstanding

the foregoing, Seller agrees that Purchaser and such third parties

are independent entities and that with the exception of aggregating

purchase volumes (a) Seller shall deal with each such party

independently, and (b) Purchaser is not a guarantor or surety for

any such third parties and is not responsible in any way for any

actions or in-actions of such third parties, including, without

limitation, any disputes for non-payment which may arise between

Seller and any such third party.

Notices.

All notices required by this Agreement or otherwise shall be in

writing, sent to the attention of the following:

For

Purchaser: _____________________________

_____________________________

_____________________________

_____________________________

with a copy to:

_____________________________

_____________________________

_____________________________

For

Seller: _____________________________

_____________________________

_____________________________

or

at such other address as a party may indicate in writing as herein

provided. Notices shall be deemed given on the earliest of the date

received, ( )

business days after delivery to a nationally recognized overnight

courier, ( )

business days after proper mailing, or the date that receipt of such

notice is rejected or refused. Notwithstanding the foregoing,

Seller’s invoices may be sent by ordinary mail.

Amendments.

This Agreement cannot be amended or modified except in writing,

signed by or on behalf of the persons to be bound thereby.

Survival.

Notwithstanding the termination or expiration of this Agreement,

and except as otherwise stated in this Agreement, those obligations

contained herein that by their terms or nature are intended to

survive such termination or expiration shall do so including, as an

example and without limitation, Sections

4, 18,

19,

22,

and 24,

and shall be binding upon the parties and their legal

representatives, heirs, successors and assigns.

Priority

of Documents. In the

event of any conflict between any documents exchanged between the

parties, the following order of priority shall control: (i) this

Agreement; (ii) any Appendix; (iii) any other document incorporated

herein by reference; (iv) Purchaser’s purchase order; and (v)

Seller’s invoice.

[Signature

Page Follows]

IN

WITNESS WHEREOF, each party

has caused this Agreement to be properly executed on its behalf as of

the date first written above.

SELLER:

[Company]

By:

Name:

Title:

PURCHASER:

CSX

TRANSPORTATION, INC.

By:

Name:

Title:

APPENDIX

to Agreement between _________________

and ___________________,

dated _________________.

PRICE,

PAYMENT and DELIVERY TERMS

1. Delivery

Terms:

Agreement

prices for the Goods are FOB:

.

Purchasing &

Materials Statement of Policy and Procedure, No.

, as amended from time to

time, is made a part of this agreement. Suppliers who do not comply

with these routing instructions will be solely responsible for the

cost of using an unapproved carrier.

Orders

will be shipped by Seller within ____ days

after receipt of the purchase order.

2. Payment

Terms:

Purchaser

will receive a %

discount on Seller’s invoice if payment is remitted to Seller

within ( )

days of receipt of Seller’s invoice, otherwise Purchaser will

pay the net amount within (

) days of receipt of

Seller’s invoice.

3. Warranty:

Seller

shall warrant the Goods in accordance with this Agreement for

(

) days

from the date of final acceptance by Purchaser, or if the Goods are

manufactured by a third-party then Seller shall ensure that the

third-party’s warranty of the Goods is transferred to

Purchaser.

4.

Quality Certification:

Seller

shall maintain a quality system at the manufacturing facility during

the Term of the Agreement. The quality system is to be industry

recognized and current by either NAPM or ISO Quality Certification.

5.

Price:

[specify

prices] These

prices are fixed through the Term of the Agreement, except to the

extent that Seller is required to lower prices to Purchaser pursuant

to Section 1 of the Agreement.

6. Volume

Discounts:

[insert if applicable]

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