Effective	28FEB1995
Thru	31MAR1995
Filing Codes	R

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 this
_____ day of __________________, 19___, by and between
___________________ ("Shipper") and ___________________
("Carrier").

WITNESSETH:

Whereas, Carrier has proposed to transport
(--commodity--) from (--ports of loading--) to (--ports
of discharge--); and Whereas, Shipper is desirous of
utilizing the service of Carrier for the transportation
of (--commodity--) from (--ports of loading--) to
(--ports of discharge--) 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 cargo as defined herein from
   (--ports of loading--) to (--ports of discharge--).
   Ports of Loading and Discharge are described in
   Appendix A.  Carrier may perform the services
   hereunder through the use of subcontractors.

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
   commodities to be shipped as described in Appendix C.
   Shipper agrees to provide Carrier with  _____% of the
   commodities that it ships from (--ports of loading--)
   to (--ports of discharge--) during the term of this
   Agreement as agreed between Carrier and Shipper and
   as described in Appendix C. Shipper will ship with
   Carrier an annual minimum of ____ vehicles to Shipper
   as described in Appendix E.

4. RATES:

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

5. FREIGHT PAYMENT:

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

6. VESSELS:

   As per Carrier schedule.

7. SHIPMENT SCHEDULING:

   As per Carrier schedule.

8. BILL OF LADING:

   The terms and conditions of the Carrier's Bill of
   Lading shall apply.

9. DURATION:

   The Agreement shall be for a (          ) period
   commencing with the first shipment in (         ) as
   described in the effective dates of this Loyalty
   Contract.

10. 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; and
    addressed as follows:

    To Shipper:

    To Carrier:

11. ARBITRATION:

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

12. CHOICE OF LAW:

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

13. TARIFF:
    In addition to the rate schedule set forth in
    Appendix C hereof, shipments of cargo under this
    contract 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 No. _____, and are hereby incorporated in this
    Contract by reference.

14. RECORDS:

    Each party shall maintain, for a period of not less
    than five (5) years, records satisfactory to the
    other party demonstrating compliance with its
    obligations under this contract. 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 holder's place
    of business (within the United States) for audit
    during normal working hours.

15. LIQUIDATED DAMAGES:

    A. Unless otherwise excused hereunder, both parties
       agree that should Shipper fail to meet its Volume
       Commitment as specified in Paragraph 3, it shall
       pay the Carrier as liquidated damages the amount
       specified herein.

    B. The amount of the liquidated damages specified
       has been agreed by taking into account the freight
       not earned by the Carrier, the Carrier's savings
       on costs incidental to the movement of the
       commodities, the freight, and other
       transportation factors.

    C. Shipper agrees to pay as liquidated damages
       $______(US) per vehicle shipped in violation of
       this Loyalty Contract, and $______(US) per vehicle
       short of the minimum volume set forth in
       Appendix E.

    D. Carrier agrees to provide space on ___ vessel(s)
       every ____ month(s), provided adequate booking
       notice is received prior to sailing and provided
       that shipper makes available at the port of
       loading at least ___ vehicles.  Should Carrier be
       unable to provide such space, Shipper may ship the
       vehicles not booked on Carrier's vessels with
       another carrier.  Vehicles so shipped will be
       counted towards the minimum Volume Commitment,
       specified in Paragraph 3, provided that the other
       carrier's vessel arrives at the discharge port
       prior to the Carrier's Alternative Vessel.

            LOYALTY CONTRACT NO. _______________:
   EFFECTIVE FEBRUARY 28, 1995 THROUGH MARCH 31, 1995

        APPENDIX A - PORTS, LOADING AND DISCHARGING

This Ocean Freight Agreement shall be implemented on a
berth term basis as follows:

  The Ports of Loading will be:  Miami, FL, Newark, NJ.

  The Ports of Discharge will be:  ports in Brazil,
                                   Uruguay, Peru, Chile,
                                   Argentina and Panama.

        APPENDIX B - DESCRIPTION OF COMMODITIES

  New automobiles.

              APPENDIX C - RATES AND CHARGES

  RATES:

  Vehicles to Brazil, maximum 12.057 CBM     $330

  Vehicles Measuring 12.057 CBM:

  To:                                     Per Vehicle:
  Argentina, Uruguay, Dominican Republic     $482
  Chili, Panama, Costa Rica                  $663
  Peru                                       $711
  Colombia                                   $639

  Vehicles Measuring 11.567 CBM:

  To:                                     Per Vehicle:
  Argentina, Uruguay, Dominican Republic     $463
  Chili, Panama, Costa Rica                  $636
  Peru                                       $682
  Colombia                                   $613

  Vehicles Measuring 11.650 CBM:

  To:                                     Per Vehicle:
  Argentina, Uruguay, Dominican Republic     $466
  Chili, Panama, Costa Rica                  $641
  Peru                                       $687
  Colombia                                   $617

  Vehicles Measuring 9.657 CBM:

  To:                                     Per Vehicle:
  Argentina, Uruguay, Dominican Republic     $386
  Chili, Panama, Costa Rica                  $531
  Peru                                       $570
  Colombia                                   $512

  Vehicles Measuring 9.818 CBM:

  To:                                     Per Vehicle:
  Argentina, Uruguay, Dominican Republic     $393
  Chili, Panama, Costa Rica                  $540
  Peru                                       $579
  Colombia                                   $520

  Vehicles Measuring 8.904 CBM:

  To:                                     Per Vehicle:
  Argentina, Uruguay, Dominican Republic     $356
  Chili, Panama, Costa Rica                  $490
  Peru                                       $525
  Colombia                                   $472

  ADDITIONAL CHARGES TO BE PAID BY SHIPPER.

  Exception to Rule 9, Freight Forwarder Compensation
  will be paid at 1.25%.

              APPENDIX D - PAYMENT PROCEDURE

  PAYMENTS:

  Shipper shall render payment for transportation service
  to the Carrier upon completion of loading at Newark,
  NJ.  All payments are to be consistent with Appendix C.

          APPENDIX E - CARGO MOVEMENT REQUIREMENT

  Shipper agrees to provide Carrier with at least 45% of
  the commodities covered by this Loyalty Contract that
  it ships to Brazil, and 100% of the commodities covered
  by this Loyalty Contract that it ships to other ports
  in South America and Panama.

  Shipper will ship with Carrier an annual minimum of
  1,800 vehicles to Brazil and 600 vehicles to other
  ports in South America and in Panama.

  Shipper shall tender a minimum of 40 vehicles per
  sailing at at least one port of loading.

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