Effective	16SEP1994
Thru	31AUG1995
Filing Codes	IR

Carrier will negotiate a Loyalty Contract, using the
sample as follows in this Tariff, with any Shipper who
will be making repetitive shipments of commodities
described in this Tariff and who will commit all or an
agreed percentage of such commodities to carriage under
such contract.

AGREEMENT:

This Ocean Carrier Agreement is entered into on this
_____ day of __________________, 19___, by and between
___________________ ("Shipper") and ___________________
("Carrier").

WITNESSETH:

Whereas, Carrier has proposed to transport
(--commodity--) from (--port or ports of loading--) and
(--port or ports of discharge--) and points as agreed
between Carrier and Shipper; and Whereas, Shipper is
desirous of utilizing the services of the Carrier for
the transportation of said commodities from (--port or
ports of loading--) and (--port or ports of discharge--)
and points as agreed between Carrier and Shipper; Now,
therefore, in consideration of the mutual convenants
and agreements contained herein, and for good and
valuable consideration, the parties hereto agree to
the following:

1. TRANSPORTATION:

   Shipper shall tender and Carrier shall transport or
   arrange to transport vehicles as defined herein from
   (--port or ports of loading--) to (--port or ports of
   discharge--) and points as agreed between Carrier and
   Shipper as per Routing as described in Appendix E.
   With Shipper's prior written approval, carrier may
   perform the services hereunder through the use
   of subcontractors.  Ports of Loading and Discharge
   are described in Appendix A.

2. COMMODITIES::

   For the purpose of this Agreement, commodities shall
   be defined as set forth in Appendix B.

3. VOLUMES:

   The Shipper has provided to Carrier its estimates of
   vehicles to be shipped.  Shipper agrees to ship with
   Carrier _____% of all vehicles shipped on vessels as
   described in Item 13 from (--port or ports of
   loading--) and (--port or ports of discharge--) and
   points as agreed between Carrier and Shipper during
   the term of this Agreement.

4. RATES:

   The rates and charges applicable herein shall be as
   set forth in Appendix C.

   Wharfage and handling at discharging ports are for
   the account of consignee, therefore, wharfage and
   handling will be a consignee's expense.

5. STEVEDORE:

   Carrier stevedore to be employed on all vessel
   loadings and discharges.  Carrier stevedore to
   perform at Shipper's standards.

6. STOWAGE SPACING:

   Vehicles to be loaded counter clockwise with Carrier
   standard distances, i.e., fifteen (15) centimeters
   side-by-side, thirty (30) centimeters bumper-to-
   bumper and twenty (20) centimeters to fixed parts
   of the vessel.

7. FREIGHT PAYMENT:

   Shipper shall render payment to Carrier consistent
   with the procedures contained in Appendix D.

   FREIGHT RATE AND CONTRACT TERMS:

   Shipper's payment to Carrier for services rendered
   will be handled through ________________________.

   Freight rates in U.S. Dollars per unit as shown in
   in Appendix C for each final destination port, all
   inclusive basis berth terms and quick dispatch at
   all ports.

   Freight will be prepaid and considered earned upon
   loading.  Payment to be paid, in U.S. currency, will
   be made fifteen (15) days after loading.

8. CARRIER'S RESPONSIBILITY:

   The Carrier's responsibility commences at loading
   port from point where cargo is received by Carrier
   or its agents and terminates when the cargo is placed
   at destination discharge port or as determined by the
   custom of the port.

9. TRANSSHIPMENT OF SHIPPER'S VEHICLES:

   Shipper designates: _____________________________ as
   transshipment port(s) of discharge and loading in the
   (-- region --) as shown in Appendix E of this
   Agreement for transshipment of such vehicles as
   indicated by Shipper. No other (-- region --) ports
   will be used by Carrier to discharge of load
   Shipper's tendered transshipment vehicles unless
   prior authorization is granted to Carrier by Shipper
   or unless operational/safety necessity requires
   discharging at a port or berth designated by the
   vessel's master. Carrier shall be responsible for
   all costs of moving or repositioning vehicles from
   a discharge port other than those specifically
   designated herein.

10. PARTIAL SHIPMENTS IN CASE OF TRANSSHIPMENT:

    Carrier will provide no partial shipments for
    destinations requiring transshipment unless prior
    authorization is granted to Carrier by Shipper.

11. OPERATIONS:

    Carrier will identify and inform Shipper of the
    Carrier's team who will act as key contacts for
    the following areas from both Nosac, Inc. and
    NYK Bulkship (U.S.A.) Inc.:

    1. shipping schedule information;
    2. vessel nomination;
    3. bookings;
    4. documents;
    5. damage prevention, reporting and quality
       assurance.

12. DETAILS OF OPERATIONS:

    1. Shipping Schedule:
       * Shipper to provide Carrier with an eight (8)
         week shipping forecast.
       * Carrier to provide Shipper a sailing schedule
         forty-five (45) days prior to sailing that
         indicates vessel routing, ETD/ETA at each
         port and with vessel type and capacities.
         Carrier to further advise Shipper of updated
         vessel schedule on a weekly basis each Monday.

    2. Vessel Nomination:
       * Carrier to provide Shipper vessel nomination
         30 days prior to sailing.

    3. Bookings:
       * Bookings will be made by Shipper or a designated
         agent to the Carrier.

    4. Documents:
       * Carrier will prepare, issue, and release
         original bill(s) of lading to Shipper or
         Shipper's agent in __________________, using
         Carrier's own form, within one (1) day after
         vessel's sailing from port of loading and
         receipt of all shipping documents (except
         Saturday, Sunday and legal holidays).

    5. Damage Prevention, Reporting and Quality
       Assurance:
       * Carrier to comply with all Shipper's
         requirements for damage prevention and damage
         reporting for continuous improvement of
         transportation quality. Carrier agrees that
         Shipper may audit damage prevention activities
         on vessels from time to time.
       * Carrier's superintendents plus a ship's officer
         to be in attendance during all loadings and
         unloadings.

13. VESSELS:

    Performing Vessels:
    Vehicles shall be shipped on Carrier owned,
    operated, time/space chartered/managed vessels.
    Vessels to be of the ro/ro type, capable of
    transporting unboxed vehicles with gasoline in
    tanks and batteries connected.

14. SHIPMENTS SCHEDULING FREQUENCY:

    Carrier will provide a minimum of two (2) sailings
    per month to ________________. Frequency will be
    every ten (10) to eighteen (18) days.

15. BILL OF LADING:

    The terms and conditions of the Carrier's bill of
    lading will apply.

16. DURATION:

    This Agreement shall commence on ___________________
    and expire on ______________________.

17. NOTICES:

    All notices, requests and other communications shall
    be in writing and shall be deemed to have been duly
    given if delivered by hand, mailed by registered
    mail with postage prepaid, return receipt requested,
    telegraphed or sent via telex, electronic or
    facsimile transmission, properly acknowledged notice
    shall be effective on receipt; and addressed as
    follows:

      To Shipper:


      To Carrier:


18. ARBITRATION:

    Any dispute or conflict between the parties arising
    out of this Agreement or its interpretation shall
    be resolved by arbitration in New York City, New
    York, in accordance with the Federal Arbitration
    Act, 9 USC Section 1, et seq., as amended.

19. CHOICE OF LAW:

    The laws of the United States, including the
    Carriage of Goods of Sea Act, shall govern; and
    to the extent the laws of the United States are
    not applicable, then the laws of the State of
    California shall apply.

20. TARIFF:

    In addition to the rate schedule set forth in
    Appendix C hereof, shipments of vehicles under
    this Agreement shall, except as otherwise expressly
    provided herein, be subject to all other charges,
    rules, regulations, terms and conditions as are or
    may be published, in and effective under Tariff
    FMC-156 or replacement and are hereby incorporated
    into this Agreement by reference. In the event of
    a conflict between Tariff FMC-156 and this
    Agreement, the terms of this Agreement shall prevail.

21. RECORDS:

    Each party shall maintain, for a period of not less
    than five (5) years, records demonstrating compliance
    with its obligations under this Agreement. Each party
    also shall, upon request, make such records
    reasonably available to the other for purposes of
    audit. Such records shall be made available at the
    holders place of business (within the United States)
    for audit during normal working hours.

22. Neither Shipper nor Carrier will be considered to be
    in default of this Agreement if they are prevented
    from carrying out their obligations by reason of
    strikes, force majeure or other circumstances
    beyond their control. Any party relying on a force
    majeure situation shall give the other party
    written notice of the commencement of the force
    majeure event and will make all reasonable effort
    to continue to meet their obligations for the
    durations of the force majeure.

23. Shipper may not be the only Shipper on any given
    vessel.

SHIPPER:                      CARRIER:

By:__________________________ By:_______________________

Date:________________________ Date:_____________________


                          APPENDICES

Appendix A - Ports, Loading, and Discharging:

The Ocean Freight Agreement will be implemented on a
berth term basis.

The Port(s) of Loading will be:

The Port(s) of Discharge will be:

Appendix B - Description of Commodities:

Appendix C - Rates and Charges:

NOTES:
1. F.A.S./F.A.S. Basis
2. Wharfage, termination and handling charges at the
   Port of Discharge are not included.
3. No BAP/CAF applicable.

Appendix D - Payment Procedure:

Shipper shall render payment for transportation
service to the Carrier within fifteen (15) days after
loading. Shipper's payments to Carrier for services
rendered will be handled through NYK Bulkship (U.S.A.)
Inc. All payments are to be consistent with Appendix C.

Appendix E - ROUTE:

NYK-NOS East Bound Atlantic Venture Service

REMARKS:
NOTE 1: All cargo to load at __________________________
        Terminal in (-- port or ports of loading --).

NOTE 2: Frequency: two vessels per month except as noted
        below.

NOTE 3: (-- port or ports of discharge --): one sailing
        per month.

NOTE 4: (-- port or ports of discharge --); transshipment
        via ____________________. 2nd Carrier will be
        _____________________.  T/S Vessel frequency
        2-3 times per month.

                         APPENDICES

        APPENDIX A - PORTS, LOADING AND DISCHARGING

This Ocean Freight Agreement will be implemented on a
berth term basis.

  The Port of Loading will be Chesapeake Terminal,
  Baltimore, Maryland.

        APPENDIX B - DESCRIPTION OF COMMODITIES

  Unboxed Automobiles, station wagon type, maximum
  12.42 CBM per unit, shipped on Ro/Ro vessels.
  In case vehicles other than station wagons
  are shipped, freight rates will be equivalent
  in CBM basis per unit.

              APPENDIX C - RATES AND CHARGES

  Destination                           Freight Rate
                                     US Dollar Per Unit

  Jeddah, Saudi Arabia                      $200

  Port Sultan Qaboos, Oman                  $320

  Dubai, U.A.E.                             $270

  Umm Said, Qatar                           $320

  Bahrain, Bahrain                          $320

  Kuwait, Kuwait                            $270

  NOTES:
  1. F.A.S./F.A.S. Basis
  2. Wharfage, termination and handling charges at the
     Port of Discharge are not included.
  3. No BAP/CAF applicable.

              APPENDIX D - PAYMENT PROCEDURE

  Shipper shall render payment for transportation
  service to the Carrier within fifteen (15) days after
  loading. Shipper's payments to Carrier for services
  rendered will be handled through NYK Bulkship (U.S.A.)
  Inc. All payments are to be consistent with Appendix C.

              APPENDIX E - ROUTE

NYK-NOS East Bound Atlantic Venture Service

  DEST-   VIA    DISCHARGE  FREQ-   LAY-  TRANS- TOTAL
  INATION        PORT       UENCY   OVER  SHIP   TRANSIT
                                          T/T    TIME

  Saudi
   Arabia Direct Jeddah     2/month N/A   N/A    15-21
                                                 days

  U.A.E.  Direct Dubai      1/month N/A   N/A    22-28
                                                 days

  Kuwait  Direct Kuwait     2/month N/A   N/A    25-31
                                                 days

  Oman    Direct Port
                 Sultan
                 Qaboos     2/month N/A   N/A    21-27
                                                 days

  Qatar   Direct Umm Said   1/month N/A   N/A    24-30
                                                 days

  Bahrain Dubai  Bahrain    2/month 1-10  2-3    25-40
                                    days  days   days

REMARKS:
NOTE 1: All cargo to load at Chesapeake Terminal in
        Baltimore.

NOTE 2: Frequency: two vessels per month except as
        noted below.

NOTE 3: Qatar (Umm Said): one sailing per month.

NOTE 4: Bahrain: transshipment via Dubai.
        2nd Carrier will be NYK PCC from Japan.
        T/S Vessel frequency 2-3 times per month.

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