1. DESCRIPTION OF SERVICES- Beginning on today's date, ARC will provide to "CLIENT" Railroad Contracting Companies the following services (collectively, the "Services"). Brokerage services for the procurement of track repair and construction projects and services as represented by Allen Railroad Consulting. "CLIENT" agrees to utilize the services of ARC to facilitate the procurement of any of the jobs listed on "Contractors Services Bid List" as represented by ARC. "CLIENT" agrees that any inspections, offers for purchase/lease and any related transfer of information required on any equipment represented by ARC and/or any of ARC's listing clients will be handled through the office of ARC. "CLIENT" agrees that any information on track repair and construction projects location, ownership and any other details will not be disclosed to third parties or other prospective Railroad Contracting Companies. "CLIENT" agrees that any and all decisions which may be based on information provided by ARC or information on its website are entirely the responsibility of the Railroad Contractor. 2. TERM- This contract will terminate on 12/31/2012. This Buyers Agency Contract shall also apply to any expired or current listings of ARC presented or described to Buyer by anyone during the Agency Period if a sales agreement is entered into by Buyer within 180 days after expiration of the Agency Period (the Protection Period) 3. CONFIDENTIALITY- ARC and its employees, agents and representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of ARC or divulge, disclose or communicate in any manner, any information that is proprietary to CLIENT. ARC and its employees, agents and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. 4 ERRORS OR OMISSIONS- ARC makes all reasonable efforts to ensure that all information provided through ARC and its web site is accurate: however, it is possible that from time to time there may be occasional errors or omissions, for which ARC apologizes. ARC makes no representation or warranty, express or implied, as to the accuracy or completeness of the information provided or the contents of its web site. Neither ARC nor its related companies, associates, directors, officers, employees or agents shall have any liability to any persons for any direct, special, indirect or consequential damages, or any other damages of whatsoever kind or for any costs or expenses resulting from their use of information provided by ARC or the contents of its web site. Any and all decisions which may be based on information provided by ARC or information on its website are entirely the responsibility of the buyer. 5. REMEDIES- In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provisions term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defending party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default (s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of the Contract. 6. ENTIRE AGREEMENT- This Contract contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This contract supersedes any prior written or oral agreements between the parties, with the exception of " Railroad Consulting Agreement" between Allen Railroad Consulting and "CLIENT" Railroad Contracting Companies. 7. SEVERABILITY- If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a Court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed and enforced as so limited. 8. GOVERNING LAW- This Contract shall be construed in accordance with the law of the State of Kentucky. 9. NOTICE- Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing. 10. ASSIGNMENT- Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. 11.INDEMNIFICATION- "CLIENT" agrees to fully exonerate, indemnify and hold harmless ARC from and against all claims or actions and all expenses and costs (including attorney fees) incidental to the defense of any such claims or actions based upon or arising out of damage or injury (including death) to persons or property caused by or sustained in connection with the performance of this Agreement, or by conditions created thereby, and, if requested by ARC, to assume without expense or cost to ARC, the defense of any such claims or actions."

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