<PAGE>
                                                                   EXHIBIT 10.22

                             MANUFACTURING AGREEMENT

     THIS AGREEMENT is made and entered into as of the 24th day of January, 2005
(the "Effective Date") by and between (i) CXT Incorporated, a Delaware
corporation with its principal place of business at N 2420 Pioneer Lane,
Spokane, WA 99216, USA ("CXT"), (ii) Grimbergen Engineering & Projects B.V., a
Dutch limited liability company with its principal place of business at
Bedrijfsweg 23 - 25, 2404 CB Alphen aan den Rijn, registered with the trade
register of the Chamber of Commerce for Rijnland under file no. 28096017 and
Lubbers' Constructiewerkplaats en Machinefabriek "Hollandia" B.V., a Dutch
limited liability company with its principal place of business at Industrieweg 2
A, 2921 LB Krimpen aan den IJssel, registered with the trade register of the
Chamber of Commerce for Rotterdam under file no. 24090654 (collectively,
"Hollandia"), (iii) Grimbergen Holding B.V., a Dutch limited liability company
with its principal place of business at Groenoord 192, 2401 AJ Alphen aan den
Rijn, registered with the trade register of the Chamber of Commerce for Rijnland
under file no. 28011239 ("Grimbergen Holding").

     WHEREAS, CXT is currently negotiating a contract with Union Pacific
Railroad Company, a Delaware corporation ("UP"), under which UP will purchase
various types of concrete ties from CXT;

     WHEREAS, CXT has to establish two manufacturing plants at Tucson, Arizona,
U.S.A. and Grand Island, Nebraska, U.S.A. (the "American Plants") for the
manufacture of concrete railroad ties, utilizing equipment, services and skills
that are to be provided by Grimbergen Holding and Hollandia;

     WHEREAS, the design, building and construction of the American Plants is
expected to take six to nine months;

     WHEREAS, Hollandia is an affiliated company of Grimbergen Engineering &
Projects B.V.;

     WHEREAS, the parties have discussed and agreed on a scenario where
Hollandia will design and manufacture the equipment for the American Plants (the
"American Plant Equipment"), while using the raw materials provided by CXT,
review and manage any work outsourced to subcontractors and oversee the
installation of such American Plant Equipment at the American Plants;

     WHEREAS, Grimbergen Holding is the owner of the Plant which is necessary
for the design, building and construction of the American Plants and which is
currently being leased to Hollandia, and will lease this Plant to CXT;

     WHEREAS, Grimbergen Holding will devote all reasonable efforts to its
tasks,


Agreement CXT - Hollandia - Grimbergen                                         1
Dated December, 2004
<PAGE>
consisting of managing and supervising of the Dedicated Employees and the
advising the other Parties with respect to their respective tasks;

     NOW, THEREFORE, for and in consideration of the recitation set forth above
and the terms and provisions herein contained, the Parties do hereby contract,
covenant and agree as follows:

                                    SECTION 1
                                   DEFINITIONS

     Unless some other meaning and intent is apparent from the context, the
singular form as used herein shall include the plural and vice versa; masculine,
feminine, and neuter words shall be used interchangeably; and the following
terms, when used in this Agreement, shall have the following meanings:

     Section 1.1: Agreement.  Wherever reference is made herein to this
"Agreement" or any section hereof, such reference shall mean this Agreement.

     Section 1.2: CXT Project Liaison Officer.  "CXT Project Liaison Officer"
shall mean any individual selected by CXT (the name and contact details as well
as the authority of such an individual to represent CXT for purposes of this
Agreement, to be communicated to Hollandia prior to his appointment).

     Section 1.3: Dedicated Employees.  "Dedicated Employees" shall mean the
employees currently employed by Hollandia and approved by CXT for purpose of the
Project, whose names are set forth on Exhibit 1.3 hereto; CXT may, from time to
time, add to or delete individuals from such Dedicated Employees by giving two
weeks' prior written notice to such effect.

     Section 1.4: Budget.  "Budget" shall mean the financial budget set forth in
Exhibit 1.

     Section 1.5: Manufacturing Equipment.  "Manufacturing Equipment" shall mean
the equipment, tools and machinery owned by Hollandia and to be used for the
Project, details of which are set forth on Exhibit 1.5 hereto.

     Section 1.6: Parties.  "Parties" shall mean CXT, Hollandia and Grimbergen
Holding, and the term "Party" shall mean any one of the Parties.

     Section 1.7: Plant.  "Plant" shall mean the production plant owned by
Grimbergen Holding and located at Bedrijfsweg 23 - 25, 2404 CB Alphen aan den
Rijn, details of which are set forth in the lease agreement attached as Exhibit
2.1 hereto.

     Section 1.8: Project.  "Project" shall mean the engineering, design,
testing, fabrication and installation at the American Plants of the American
Plant Equipment.


Agreement CXT - Hollandia - Grimbergen                                         2
Dated December, 2004
<PAGE>
     Section 1.9: Specifications.  "Specifications" shall mean the
specifications and requirements (including, without limitation, time limits)
attached hereto as Exhibit 1.9.

                                    SECTION 2
                                   THE PROJECT

     Section 2.1: General.  The Parties agree to combine their efforts in order
to complete the Project within the Budget and in accordance with the
Specifications, in the following manner:

     (i)  Plant Lease.  Effective as of the Effective Date, Hollandia hereby
          subleases the Plant to CXT (all costs and expenses relating thereto
          reflected in the Budget). As of April 1, 2005, the date at which the
          current lease between Hollandia and Grimbergen Holding expires, and
          until CXT, in its sole discretion, determines that the Plant is no
          longer required in connection with the Project, CXT shall lease the
          Plant from Grimbergen Holding and will make the same available to
          Hollandia for purposes of the Project. The total rent due by CXT to
          Grimbergen Hoding shall be a fixed sum of Euros 125,000 (exclusive of
          VAT), payable in three equal monthly installments of Euro 41,166.67
          each, which are due the first day of each month and will therefore be
          paid in advance, with the first such installment payable on April 1,
          2005, provided however that in the event the Project is not completed
          by July 1, 2005 (a) the lease shall be free of rent for the period of
          1 July 2005 through July 21, 2005 and (b) CXT and Grimbergen shall
          negotiate in good faith the terms of the lease for the period
          thereafter. All lease terms between Grimbergen Holding and CXT are set
          forth in the lease agreement attached as Exhibit 2.1 hereto, which are
          incorporated herein by reference.

     (ii) Contract Manufacturing.  Hollandia shall manufacture the Project for
          CXT (either by manufacturing the Project itself or by outsourcing
          parts thereof to subcontractors hired by CXT subject to Hollandia's
          supervision and management) by using the Dedicated Employees and the
          Manufacturing Equipment until CXT (in its sole discretion) determines
          that its services are no longer required for the Project. CXT shall
          reimburse Hollandia as follows:

          a.   CXT shall pay to Hollandia at rates set forth in Exhibit 1.3
               (excluding of VAT) for each hour worked, payable monthly within
               five days after Hollandia's payroll payment date upon receipt of
               an invoice inter alia specifying the names of each Dedicated
               Employee, his or her social security number ("Sofi number") and
               the dates and hours worked on the Project during the past month.
               In addition, for any labor force (other than CXT employees)
               brought in by CXT for


Agreement CXT - Hollandia - Grimbergen                                         3
Dated December, 2004
<PAGE>
               the Project in addition to the Dedicated Employees CXT shall
               reimburse Hollandia at a rate of Euro 4.00 per hour per laborer.
               CXT shall have the option to pay part of the aforementioned
               employment remuneration and/or any VAT payable under any part of
               this Agreement or any ancillary agreements entered into in
               connection with the Project, into the "G account" held by
               Hollandia directly to the competent Dutch taxing and social
               security authorities. Hollandia shall cause each of the Dedicated
               Employees to carry appropriate identification at all times while
               working on the Project and to perform all services required in a
               competent and timely fashion.

          b.   CXT shall pay to Hollandia a fee for the Manufacturing Equipment
               (related to the expected depreciation and ordinary wear and tear
               thereof during the Project) which shall be a fixed sum of Euro
               146,400 (exclusive of VAT), payable in six equal monthly
               installments of Euro 24,400 each, the first such installment
               payable by the end of the first month in which the Project
               commences. CXT shall have the right, without additional charge,
               to exclusive use of the Manufacturing Equipment until such
               Manufacturing Equipment is, in CXT's discretion, no longer
               required for the Project. Hollandia shall be responsible for the
               proper operation and maintenance of the Manufacturing Equipment
               and the Plant and for any damage to the Manufacturing Equipment
               or the Plant.

     (iii) Management Services Grimbergen Holding.  Until the completion of the
          Project, Grimbergen Holding shall manage and supervise, in a timely
          and competent manner, the Dedicated Employees as well as any outside
          laborers as may be brought in the Project, and work with the CXT
          Project Liaison Officer on a daily or other regular basis so as to
          ensure to the best of Grimbergen Holding's ability that the Project is
          completed on time within Budget and in accordance with Specifications.
          In so doing Grimbergen Holding shall make available to the Project Mr.
          Frederikus Adolf Jozeph Grimbergen, a private individual residing at
          Groenoord 192, 2401 AJ Alphen aan den Rijn, and shall cause him to
          devote such time to the Project as is required to complete the Project
          on time, within Budget and in accordance with Specifications. To the
          duties performed by both Grimbergen Holding and Mr. F.A.J. Grimbergen
          the following sections of the current RVOI-conditions ("Regeling van
          de verhouding tussen opdrachtgever en adviserend ingenieursbureau;
          version 2001") will be applicable: Sec. 5 (general obligations and
          duty of care of the contracting engineer), Sec. 6 (general obligations
          of the principal) and Sec. 16 (duty of care contracting engineer,
          limitation of liability). For its services Grimbergen Holding shall
          receive a fixed gross remuneration of Euro 10,000 per month (exclusive
          of VAT, if any), to a maximum of Euro 60,000, plus an additional EUR
          60,000 if the Project is completed in compliance with the
          Specifications and within the Budget. The total


Agreement CXT - Hollandia - Grimbergen                                         4
Dated December, 2004
<PAGE>
          amount paid shall not exceed Euro 120,000.

     (iv) Designs, drawings and Intellectual Property Rights.  Hollandia hereby
          sells and transfers to CXT, effective as of the Effective Date, all
          engineering designs and drawings related to the Project (whether in
          existence now or in the future) as well as any patents, copyrights,
          trademarks, know how, technology, service marks, source code, and any
          other industrial and intellectual rights in connection therewith to be
          used or useful in connection with the Project only (the "IP Rights").
          In consideration of the sale of the IP Rights CXT agrees to pay to
          Hollandia an amount estimated on December 8, 2004 to be Euro 400,000,
          payable in two installments: Euro 200,000 shall be due on the
          Effective Date and the balance shall be due 90 days thereafter. The
          Parties shall determine the exact amount as soon as possible after the
          signing of this Agreement, any differences to be settled with the
          payment of the second installment.

          CXT and its representatives shall, until CXT determines they are no
longer required in connection with the Project, have unfettered access to and
use of the Plant, the Manufacturing Equipment, the Dedicated Employees and have
reasonable access to Freek Grimbergen during the agreed upon working hours, all
in connection with the Project.

     Section 2.2: Handling and management of the Project.  CXT shall enter into,
or arrange for an affiliated company to enter into, contracts with third party
suppliers of raw materials and labor, and shall determine in its sole discretion
(after consultation with Hollandia experts) the mix of work done at the Plant
versus outside the Plant, and the materials required to complete the Project in
a timely and high quality fashion. Hollandia and Grimbergen Holding acknowledge
that CXT will rely significantly on each of Hollandia's and Grimbergen Holding's
unique know how, experience and technology as well as those of the Dedicated
Employees, and each of them agree to provide their best efforts and utilize such
know-how, experience and technology in a timely, competent and professional
manner and to devote their best efforts to complete the Project on time, within
the Budget and in accordance with all Specifications.

     Section 2.3: Profit.  In the event the part of the Project inasfar as
relating to (i) the delivery on truck of all machinery and equipment relating to
the Project and (ii) the shipment, installation and acceptance by CXT of the
machinery and equipment on CXT's plant in Grand Island, Nebraska, is completed
in accordance with all applicable Specifications, and within the Budget, then
CXT shall pay to Hollandia a profit in the amount of EUR 125,000 (exclusive of
VAT, if any). In the event CXT's total costs to complete the Project (not
including any costs or expenses incurred outside the Netherlands) exceed the
Budget then the profit payable to Hollandia shall, on a Euro for Euro basis, be
lowered by the excess, provided always that the profit shall not be reduced
below zero, provided, however, that no portion of the profit shall be due unless
the Project is completed in accordance with the Specifications. For the
avoidance of doubt, any technical alterations requested by CXT that are not
necessary to complete


Agreement CXT - Hollandia - Grimbergen                                         5
Dated December, 2004
<PAGE>
the Project in accordance with the Budget and the Specifications and that would
increase in the total costs of the Project, will not affect Hollandia's profit
entitlement according to this Section.

     Section 2.4: Identification of CXT name.  The Parties shall use all
reasonable efforts to clearly identify CXT as occupant of the Plant and owner of
any equipment, machinery, materials (other than the Manufacturing Equipment) and
any finished part of the Project by erecting fencing, placing the CXT name and
clearly visible on crates and fences, et cetera.

                                    SECTION 3
               ADDITIONAL COVENANTS HOLLANDIA & GRIMBERGEN HOLDING

     Section 3.1: Performance of Agreement.  Grimbergen Holding and Hollandia
will use their best efforts to complete the Project within the Budget and in
accordance with the Specifications, and will refrain from doing anything
(including but not limited to reassigning or relocating any of the Dedicated
Employees and/or the Manufacturing Equipment) that might impair or interfere
with the due and timely performance of each their obligations under this
Agreement as well as the due and timely completion of the Project. Hollandia
shall be obliged to replace any Dedicated Employees, up to a maximum of 10% of
the number of Dedicated Employees identified in Exhibit 1.3, who are unavailable
for the Project with workers of at least equal ability. Hollandia represents
that to the best of its knowledge the Dedicated Employees, the Manufacturing
Equipment and the Plant are suitable for the satisfactory completion of the
Project and that the use of the Dedicated Employees, Manufacturing Equipment and
the Plant fully comply with all applicable legal or regulatory requirements and
that such use shall not create any liability whatsoever to CXT.

     Section 3.2: Indemnities.  Hollandia will indemnify and hold CXT harmless
against all damages, costs or expenses as a result of:

     (i)  Any work accident and/or illness of any of the Dedicated Employees.

     (ii) Claims by, or related to, the Dedicated Employees, tax or social
          security authorities or any third party either during the Project or
          thereafter to the effect that any of the Dedicated Employees were at
          any time employed by, rather seconded to, CXT or any other claim
          whatsoever related to the Dedicated Employees (other than claims to
          pay amounts specifically owed by CXT under this agreement).

     (iii) Any environmental or soil contamination existing on the Plant on the
          Effective Date (it being agreed that in the event of any claims or
          actions by governmental authorities or third parties either during or
          after the completion of the Project, between the Parties any such
          environmental violations shall be deemed to have been caused by any
          previous user, owner or lessee).

     (iv) Any claims attributable to the breach of any representation or
          agreement


Agreement CXT - Hollandia - Grimbergen                                         6
Dated December, 2004
<PAGE>
          by or with Hollandia.

     (v)  Any loss or damage to the Plant, Manufacturing Equipment or, prior to
          delivery to CXT ex works at the Plant, the American Plant Equipment or
          any of the materials or goods to be used or produced under this
          agreement.

     If and insofar as the tax or social security authorities levy additional
assessments for wage taxes and/or social security premiums (including fines and
interests) for which CXT is held liable, CXT is entitled to set-off those
additionally assessed amounts against any amounts due by CXT to Hollandia, it
being understood that Hollandia shall remain liable for any amounts which could
not be set-off.

     Hollandia shall take out a "Construction All Risks" insurance to cover
against risks associated with the Project. If and to the extent such insurance
covers any of the equipment, materials and/or other tangible assets purchased by
and/or manufactured for CXT (title / ownership to which shall rest with CXT)
Hollandia shall have the right to charge a proportionate part of the insurance
premium related thereto to CXT (the costs thereof to be reflected in the
Budget), provided always that in such an event Hollandia shall proportionally
assign the benefit of the insurance policy to CXT and/or designate CXT as
co-beneficiary, as the case may be.

     Section 3.3: Bank Guarantee.  On the Effective Date Hollandia will procure
a bank guarantee issued by a first class reputable Dutch bank, substantially in
the form attached as Exhibit 3.3 hereto. The Parties shall duly and timely
inform the issuing bank of all events that have an impact on the reduction,
termination or continuation of the bank guarantee as set forth in more detail
therein.

     Section 3.4: Separate, not Joint Liability.  Notwithstanding each of
Hollandia's and Grimbergen Holding's commitments to work together in good faith
to complete the Project in accordance with the Budget, it is explicitly agreed
that Hollandia's and Grimbergen Holding's obligations and liabilities under this
Agreement shall be several ("gemeen") and not joint ("hoofdelijk").

                                    SECTION 4
                     ADDITIONAL COVENANTS CXT AND HOLLANDIA

     Section 4.1: Non-solicitation CXT.  CXT agrees that it will not, except
with the prior written approval from Hollandia, during the term of the Project
and for five years thereafter, actively entice or solicit any of the Dedicated
Employees to terminate their employment and become an employee of CXT or any
affiliated company of CXT, provided, however, that these restrictions shall not
be applicable to the extent CXT determines that it requires the service of any
Dedicated Employee in connection with the Project.

     Section 4.2: Non-compete CXT.  The Parties acknowledge that Hollandia has


Agreement CXT - Hollandia - Grimbergen                                         7
Dated December, 2004
<PAGE>
unique proprietary know how and technology which will be used in connection with
the Project. In order to adequately protect this unique know how and technology,
CXT agrees that it will not, except with the prior written approval from
Hollandia, during the term of the Project and for five years thereafter, use any
of the IP Rights to produce, sell or market production plants designed to
manufacture concrete railroad ties, provided, however, that these restrictions
shall not be applicable (i) to the extent CXT reasonably determines that it is
necessary for CXT to produce ties for the Project due to any failure or
anticipated failure timely to meet the Project requirements (ii) to the
(re)production of any replacement parts or additional components (including but
not limited to forms to produce railroad ties) as may be necessary or useful for
the American Plants or the American Plant Equipment.

     Section 4.3: Termination of non-compete CXT.  The Parties acknowledge that
the Project is essential to the business of CXT and accordingly Hollandia agrees
to provide to CXT at CXT's first request for a period of five years hereafter
all engineering, designing and production services as may be necessary to
construct additional similar plants whether in the United States or elsewhere.
Such services shall notably include the making available of the Dedicated
Employees and the Manufacturing Equipment to CXT. In the event Hollandia for
whatever reason fails to comply with such a request by CXT, (i) CXT shall be at
liberty to take any action it deems necessary in its own sole discretion,
including but not limited to the hiring of the Dedicated Employees and (ii) the
non-solicitation and non-compete covenants set forth in Sections 4.1 and 4.2
above shall terminate and cease to have any force and effect.

     Section 4.4: Non-compete Hollandia.  The Parties acknowledge that CXT has
selected Hollandia and introduced Hollandia to the U.S. market and accordingly
Hollandia agrees not to produce, sell or market, directly or indirectly, during
the term of the Project and for a period of five years thereafter any
manucturing equipment and/or production plants for the manufacture of concrete
railroad ties anywhere in the United States of America.

     Section 4.5: Damages.  The Parties acknowledge that in the event of a
breach of the foregoing non-solicitation and non-compete covenants by either
CXT or Hollandia, the other Party will suffer damages which are difficult to
measure. Accordingly the Parties agree that (i) in the event of a breach of this
Section 4 by CXT, Hollandia will be entitled to liquidated damages in the amount
of 10% of the manufacturing costs of the railroad tie production plant or
equipment produced in violation of this Section 4 and (ii) in the event of a
breach of this Section 4 by Hollandia, CXT will be entitled to liquidated
damages in the amount of 10% of the manufacturing costs of the railroad tie
production plant or equipment produced in violation of this Section 4. The
liquidated damages set forth in this Section 4.5 shall be in lieu of the actual
damages suffered and if and to the extent the actual damages are in excess of
the liquidated damages, the damages to be reimbursed hereunder shall be limited
to the liquidated damages specified above.


Agreement CXT - Hollandia - Grimbergen                                         8
Dated December, 2004
<PAGE>
                                    SECTION 5
                             SET-OFF AND TERMINATION

     Section 5.1: Suspension of performance.  In the event of a breach by either
Hollandia or Grimbergen Holding of their obligations under this Agreement CXT
shall have the right to suspend the performance of its own obligations hereunder
vis-a-vis any or all of Hollandia or Grimbergen Holding.

     Section 5.2: Termination.  CXT shall have the right to terminate this
Agreement with respect to any other Party either (i) for cause (which, for the
purpose hereof, shall mean a breach by any other Party of any material
obligation under this Agreement which was not cured within 10 days after
receiving written notice of the breach) or (ii) for its convenience, by giving
10 days notice to such effect (the termination notice setting forth the reasons
for termination). In the event of a termination for cause CXT shall be obliged
only to pay any amounts due under this Agreement for the period prior to such
termination. In the event of a termination for any other reason CXT shall be
obliged to pay (i) any amounts due under this Agreement for the period prior to
such termination plus (ii), if the Agreement was terminated vis-a-vis Hollandia,
to Hollandia an amount EUR 125,000. In the event of a termination of this
Agreement for any reason whatsoever CXT shall have the right to retain any part
of the Project already paid, and any ownership interests in such part(s) shall
be deemed to have been assigned to CXT to the extent the same were not already
owned by CXT.

     Section 5.3: Breach of Contract.  In the event of a breach of contract by
either Hollandia or Grimbergen Holding CXT shall have the right to set off its
obligations to the Party which commits the breach of contract, with the damage
it suffers from the breach of contract.

                                    SECTION 6
                             LIMITATION OF LIABILITY

     Section 6.1: Grimbergen Holding.  Grimbergen Holding's total liability for
its management services under this Agreement or any ancillary agreement entered
into in connection with the Project shall be limited to the total of all sums to
be received by Grimbergen Holding for its management services under this
Agreement and any such ancillary agreement.

     Section 6.2: Hollandia.  Hollandia's total liability under Sections 3 and 5
of this Agreement shall be limited to EUR 675,000.


Agreement CXT - Hollandia - Grimbergen                                         9
Dated December, 2004
<PAGE>
                                    SECTION 8
                               GENERAL PROVISIONS

     Section 8.1: Amendments or Supplements.  No amendment or modification of
this Agreement or of any term or condition hereof shall be valid or effective
unless in writing and executed by the Parties. This Agreement may be
supplemented only by written documents executed by the Parties, and it shall not
be qualified, modified or supplemented by any preliminary negotiations, course
of dealing, usage of trade or course of performance.

     Section 8.2: Assignments.  No assignment or assumption of any obligation
hereunder shall relieve either Party from liability for any obligation
hereunder.

     Section 8.3: Legal Expenses.  Each of the Parties shall bear its own legal
expenses relating to negotiation and preparation of this Agreement and/or to the
Transaction. If any Party is in default of any material provision of this
Agreement, the Party which is not in default shall have the right, at the
expense of the Party which is in default, to retain an attorney(s) to make any
demand, enforce any remedy, or otherwise protect or enforce the rights of the
Party which is not in default under this Agreement. The Party which is in
default shall pay all reasonable legal expenses (including but not limited to
legal expenses incurred in any legal action) so incurred by the Party which is
not in default. All reimbursements required by this Section shall be due and
payable on demand, and may be offset against any sum owed to the Party so
liable.

     Section 8.4: Execution of Documents.  Each of the Parties agrees promptly
to execute all documents necessary to implement the provisions of this
Agreement.

     Section 8.5: Final Agreement; Integration.  This Agreement expresses the
full and final purpose and agreement of the Parties relating to the Project.

     Section 8.6: Notices.  Any Notice transmitted by a Party to any other Party
may be hand-delivered to such Party, personally, or mailed by certified or
registered mail, return receipt requested, to the principal place of business or
residence of such other Party as set forth above, or such other place as either
Party may hereafter designate by notice to the other Party. All notices shall be
deemed sufficiently given and served for all purposes if so hand-delivered or if
so mailed.

     Section 8.7: Relationship of Parties; No Third Party Beneficiaries.  Any
intention to create a joint venture or partnership relation between the Parties
is hereby expressly disclaimed, and no Party shall have the right to bind the
other. There are no


Agreement CXT - Hollandia - Grimbergen                                        10
Dated December, 2004
<PAGE>
third party beneficiaries to this Agreement.

     Section 8.8: Remedies Cumulative.  All remedies provided for in this
Agreement are distinct and cumulative to any other right or remedy afforded by
law or equity and, to the extent permitted by law, may be exercised
concurrently, independently, or successively. An action may be maintained to
enforce such remedies in the alternative.

     Section 8.9: Governing Law.  This Agreement shall be governed by the
substantive laws of the Netherlands, excluding any conflict of laws provisions
thereof. The 1980 Vienna Convention for the International Sales of Goods shall
not apply.

     Section 8.10: Disputes.  All disputes arising out of or in connection with
this Agreement or any ancillary agreement entered into in connection with the
Project shall in first instance be submitted to an executive committee
consisting of Messrs. Maarten Jongejan (as representative of Hollandia), Freek
Grimbergen (as representative of Grimbergen Holding) and Alec Bloem (as
representative of CXT), or by persons to be designated by the Parties in their
stead, which shall attempt to settle the dispute amicably. In the event the
Parties are unable to so settle the matter amicably the dispute shall be
referred to mediation according to the Minitrial Rules of the Netherlands
Arbitration Institutes. In the event the Parties are unable to settle their
disputes in accordance with the Minitrial Rules, the dispute shall be finally
settled in accordance with the Arbitration Rules of the Netherlands Arbitration
Institute. The arbitral tribunal shall be composed of three arbitrators. The
place of arbitration shall be Rotterdam, The Netherlands. The arbitral procedure
shall be conducted in the English language. There shall be no consolidation of
the arbitral proceedings with other arbitral proceedings pending in the
Netherlands, as provided in Article 1046 of the Netherlands Code of Civil
Procedure.


Agreement CXT - Hollandia - Grimbergen                                        11
Dated December, 2004
<PAGE>
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.

                                        CXT INCORPORATED,
                                        a Delaware corporation


                                        By /s/ S L Hasselbusch
                                        ----------------------------------------
                                        Title: Chief Executive Officer


                                        GRIMBERGEN ENGINEERING & PROJECTS B.V.,
                                        a Dutch limited liability company


                                        By /s/ Maarten Jongejan
                                        ----------------------------------------
                                        Title: Managing Director


                                        LUBBERS' CONSTRUCTIEWERKPLAATS EN
                                        MACHINEFABRIEK "HOLLANDIA" B.V.


                                        By /s/ Maarten Jongejan
                                        ----------------------------------------
                                        Title: Managing Director


                                        GRIMBERGEN HOLDING B.V.


                                        /s/ Frederikus Adolf Jozeph Grimbergen
                                        ----------------------------------------
                                        By: Frederikus Adolf Jozeph Grimbergen
                                        Title: Managing Director


Agreement CXT - Hollandia - Grimbergen                                        12
Dated December, 2004
<PAGE>
                                   EXHIBIT 1.3

                               DEDICATED EMPLOYEES

<TABLE>
<CAPTION>
FUNCTION         HOURLY-RATE*1)   NAME *2)                     SPECIALISATION
--------         --------------   --------                     --------------
<S>              <C>              <C>                          <C>
ADMINISTRATION       E 35,-       Cora Blanken

PURCHASING           E 40,-       Adrie Straathof

ENGINEERING          E 55,-       Willem van Burik
                                  Gerrit Veenstra
                                  Martijn Sjerps
                                  Chris van der Plas
                                  Carel Leenen
                                  Gerard Ten Brink
                                  Jan Voorn
                                  Ruud van Zanten
                                  Donald Pennings

PRODUCTION           E 40,-       Bhondoe S                    Welding
                                  Altay M                      Welding
                                  Erbilgin Y                   Welding
                                  Botonnou A                   Welding
                                  Heemskerk L.N.J.W.           Welding
                                  Bosman H                     Fitting
                                  Boughaf                      Fitting
                                  Celikler Y I                 Pre-fabrication
                                  Ted Hollevas                 Fitting
                                  Heemskerk J.M.               Fitting
                                  Hoogenboom H.G.              Pre-fabrication
                                  Lammeren J.C.M.van           Welding/fitting
                                  Lek J.C.                     Fitting
                                  Mellah A                     Pre-fabrication
                                  Mourits R.P.                 Machining
                                  Raymann R.F.                 Welding
                                  Rietveld F                   Fitting
                                  Tol J.H.B.M.                 Pre-fabrication
                                  Turgud M                     Welding
                                  Zuidam R.J.                  Welding
                                  Zuidam W                     Welding
                                  Meilof O                     Chef welding
                                  Hakkelbrak A                 Chef fitting
</TABLE>


Agreement CXT - Hollandia - Grimbergen                                        13
Dated December, 2004
<PAGE>
<TABLE>
<S>              <C>              <C>                          <C>
                                  Wit J. de                    Chef pre-
                                                               fadrication
                                  L'Amie Hans                  Fitting
                                  Elshout Hans                 Fitting
                                  Jansen Ben                   Fitting

TECHNICAL            E 59,-       Tom van Zeil
CONSULTANCY
                                  Peter van der Aar
                                  Marcel Lek
                                  Peter Tersteeg

GSO ENGINEER         E 55,-       Gail Mouhout/Dennis v Veen   Hardware
GSO ENGINEER         E 65,-       Ad Hofman/Frank van der      Software
                                  Klooster
GSO PRODUCTION       E 42.50      Leen Weerheim                E-installation
                                                               works
</TABLE>

*1)  SURCHARGE OVERTIME/SHIFT WORKS E 10,-/HOUR

*2)  THE HOURS OF THESE PERSONNEL WILL VARY AS NEEDED ON THE PROJECT BETWEEN 0%
     AND 100% OF THEIR WORKING HOURS


Agreement CXT - Hollandia - Grimbergen                                        14
Dated December, 2004
<PAGE>
EXHIBIT 1.4

                                     BUDGET

All work to be done in the Netherlands in connection with the Project,
consisting of the following items:

Projecttime: F.O.B. delivery Week 26 2005 (July 2005)

<TABLE>
<CAPTION>
DESCRIPTION SPECIALS                                 FIXED COSTS   VARIABLE COSTS
--------------------                                 -----------   --------------
<S>                                                  <C>           <C>
PRODUCTION LOCATION (GRIMBERGEN HOLDING)
Rent location Alphen a.d. Rijn (3 month,s)           E125.000,00
Energy/ tax / insurance?? (3 month,s)                              E   30.000,00
Cleaning services (3 month,s)                                      E    5.000,00

MACHINES
Rent machinery (machinaal RM + inlener)              E 72.000,00
Rent machinery (voorbewerking JvT/HH/Saber)          E 74.400,00

PRODUCTION CONSUMABLES)
-grinding materials                                                E   30.000,00
-welding materials
-welding /cutting gas
-etc.

LABOR
Administration  24 hours/week x 30 weeks xE35,-                    E 25.200,00*1)
Purchaser 40 hours/week x 30 weeks xE40,-                          E 48.000,00*1)
Production 21 personnel x 40 hours/week x 25 weeks                 E840.000,00*1)
21000 hours xE40,-
Engineering 6 engineers x 40 hours x 20 weeks                      E264.000,00*1)
4800 x E 55,-
Tech Consultant /project management                                E184.080,00*1)
</TABLE>


Agreement CXT - Hollandia - Grimbergen                                        15
Dated December, 2004
<PAGE>
<TABLE>
<S>                                                  <C>            <C>
ML 30 weeks x 24 hours
PT 30 weeks x 24 hours
TvZ 30 weeks x 40 hours
PvdA 30 weeks x 16 hours
Total 3120 hours x E 59,-

Electrical hardware/software
Hardware engineering (GM/DvV) 1200 hours xE55,-                     E 66.000,00*1)
Software engineering (AH/FvdK)370 hours xE65,-                      E 24.050,00*1)
Hardware install. (LW) 40 hours x 20 weeks xE42,50                  E 34.000,00*1)

CONSUMED AMOUNT UP TO & INCLUDING WEEK 44 GEP/GSO
Labour                                               E 193.500,00
Flights/hotel/materials                              E  22.800,00
Pre-estimated for weeks 45/46/47                     E75.000,00*2)
Purchase base material stamp                         E20.000,00*3)

MANAGEMENT FEE (GRIMBERGEN HOLDING)
Freek Grimbergen  2005 (2 to 3 days/week)            E 120.000,00

SUBTOTAL RENT FROM HOLLANDIA                         E 457.700,00   E1.480.930,00
SUBTOTAL RENT FROM GRIMBERGEN HOLDING                E 245.000,00   E   35.000,00

Project costs consumables                                           E   30.000,00
Supervision Installation USA directly to be
invoiced to CXT USA
Tech consult. 24 weeks a 4000,-                                     E   96.000,00
Soft/hardware 12 weeks a 4800,-                                     E   57.600,00
</TABLE>

Total: E6,752,085

     Notwithstanding any exceptions agreed between the Parties the budget will
not include, in CXT's reasonable judgment, any work moved from the Netherlands
to the USA.


Agreement CXT - Hollandia - Grimbergen                                        16
Dated December, 2004
<PAGE>
                                   EXHIBIT 1.5

                             MANUFACTURING EQUIPMENT

The equipment described in the right hand column of the attached chart, as well
as all the equipment necessary or appropriate for the manufacture of the
American Plant Equipment.


Agreement CXT - Hollandia - Grimbergen                                        17
Dated December, 2004
<PAGE>
                                   EXHIBIT 1.9

                         SPECIFICATIONS AND REQUIREMENTS

                           SPECIFICATION OF EQUIPMENT
                         TUCSON AND GRAND ISLAND FACTORY
                                    INCLUDING
                   ERECTION, TEST-RUN AND PERFORMANCE TESTING

1.0  GENERAL REQUIREMENTS

All system mechanisms must be safe for operation personnel and must prevent
damage to product and components or other plant equipment.

Controls shall be designed to prevent unexpected start up or movement in sudden
directions. Design should include elimination of hazards due to failure of
machinery, i.e., falls of machinery due to hydraulic failure. Design should
include guarding of machinery to avoid physical injury, where applicable.

All components shall comply, where possible, with UL code (Underwriter's
Laboratory).

All electrical equipment shall be designed for 480.110V and 60 Hz service. Also,
where possible, all o-rings, hydraulic hoses and fittings, etc., shall be
standard English (inch) sizes.

THE CYCLE TIMES OF THE AMERICAN PLANT EQUIPMENT ACCORDING THE DESCRIBED
SPECIFICATIONS IS BASED ON A PRODUCTION AMOUNT /24 hours OF 1080 TIES


Agreement CXT - Hollandia - Grimbergen                                        18
Dated December, 2004
<PAGE>
                                LIST OF EQUIPMENT

<TABLE>
<CAPTION>
                                                                             QTY
                                                                             ---
<S>   <C>                                                                    <C>
1.0   TIE FORMS
      Tie Forms                                                               7
      Partial Form line (frame structure and hydraulics. Tieform
         part not included).                                                  1

2.0   PRESTRESSING SYSTEM
      Wire Pulling Buggy                                                      2
      Pre-stressing/release Equipment                                         8
      Hydraulic Units                                                         2

3.0   CONCRETE SUPPLY AND DISTRIBUTION
      Bucket Conveyor                                                         2
      Concrete Distribution System                                            2

4.0   HANDLING OF COMPLETED CONTINUOUS TIE LINE
      Sawing Machine                                                          2

5.0   DISCHARGE LINE
      System from sawing output to pickup location storage Crane              2

6.0   CLEANING, OILING, FORM PREPARATION
      Wagon for cleaning, oiling & mold preparation                           2

7.0   STORAGE EQUIPMENT
      Robot Crane design/specification                                        1
      Manufacture robot crane                                                 2
</TABLE>

2.0  DETAILED TECHNICAL DESCRIPTION OF EQUIPMENT

1.   TIE FORMS

     1.1 Form line with 180 (4 x 45) tie forms with shape and dimensions to
     produce the TIE according CXT drwg: CXT -505S-50"Revision ??? The form line
     is built up from a frame structure and an upper structure. The frame
     structure has a supporting function for the movable upper part The upper
     structure is built up from 4 x 45 combined, welded and smoothly ground tie
     forms.

     The 3 major parts of the lines are:


Agreement CXT - Hollandia - Grimbergen                                        19
Dated December, 2004
<PAGE>
     -    Frame structure;

     -    Tie forms including vibrators mounted at the underside of the forms;

     -    Hydraulic system with cylinders for demoulding of the continuous
          concreted tie line and supporting this line before releasing the
          prestressing force.

     The tie line forms will be transported in parts, which can be easily
     erected.

     The separate forms are provided with an integrated system to install the
     Pandrol rail fasteners type 38652/1 issue code B in a very efficient way.

     1.2  Side cover each line

     The distance between the foundation and the tie forms will be covered with
     skirts.

     The skirt has 2 functions, namely:

     -    noise reduction during vibrating

     -    thermal insulation during curing

     1.3  Curing facilities

     The curing system consists of a system to be decided by CXT.

     The design of the mouldlines will include the necessary provisions for the
     curing system.

     1.4  Frequency controlled vibrating system

     The form lines are provided with built-on frequency controlled vibrators.
     Operation of the vibrators will be executed from the operation panel of the
     concrete distributor. The vibrating operation is programmed to operate a
     maximum 4 vibrators simultaneously (when the next vibrator receive the
     signal to operate, the previous vibrator will be stopped automatically).

     1.5  Hydraulics/Electrification

     All hydraulics cylinders and piping/tubing for form and pin movement
     including piping to the hydraulic units. All necessary electric cables,
     components, end switches, etc. from feeding points (close to the operating
     box) of the machines to the separate electrical points.

2.   PRESTRESSING SYSTEM

     The design is based on an optimal and efficient way for strand pulling,
     prestressing and to release the prestressing force.

     2.1  Strand Pulling Facilities

     The facilities are based on pulling the wire or strand by machine in one or
     two operations.


Agreement CXT - Hollandia - Grimbergen                                        20
Dated December, 2004
<PAGE>
          2.1.1 Strand (Wire) Pulling Buggy.

          The strand (wire) pulling buggy will be placed on the form line and
          provided with the necessary wire or stand from the container system.
          The wagon will pull the necessary wire or strand for one line in
          one/two operations over the entire form line length. At the end of the
          line the wire or strand will be fixed to the dead and live end of the
          prestressing system.

          The buggy is electrically driven. Handling of the buggy from one form
          line to the next form line must be executed by the overhead bridge
          crane. Power supply to be provided at the front end of each form line.

     2.2  Prestressing System

          The equipment consists of a "live end" and a "dead end" positioned at
          the front and the back of each form line. The hydraulic units are
          equipped with selection switches to select the form line to be
          operated.

          2.2.1 Prestressing (Live End)

          The live end is actuated with 2 cylinders for tensioning and release
          movements. The tensioning position of the live end during casting is
          fixed by lock pins, so the cylinders are unloaded during
          non-operation. The operation of the prestress and release activities
          are simple by push buttons from the operation panel close to the live
          end of each bed. The steel tensioning beams are fixed into the
          foundations.

          2.3.2 Prestressing (Dead End)

          The dead end of the system is provided with a hydraulic cylinder to
          skip movement of the upper part of the tensioning beam to recognize
          the possibility of movement of the completed tie line during sawing
          activities. The steel tensioning beams are fixed into the foundations.

     2.3  Hydraulics and Electrification

     Two hydraulic units placed at the front and the back of the form lines
     provided with facilities for the form movement and the prestressing/release
     activities.

          Unit A

          Hydraulic unit with operation facilities for prestressing and
          releasing including form line movements.

          Unit B

          Hydraulic unit with operation facilities for skip movement capability
          for upper part dead end including form line movements.


Agreement CXT - Hollandia - Grimbergen                                        21
Dated December, 2004
<PAGE>
          Communication between Unit A/B is integrated.

3.   CONCRETE SUPPLY AND DISTRIBUTION

     The system is divided into:

     3.1  Concrete Supply

     The concrete will be transported from the batch plant to the distribution
     unit of the distributor by the bucket conveyor (3.1.1) and the intermediate
     bucket, which is driven on the distributor bridge construction (3.2.1)

          3.1.1 Bucket Conveyor 1.5 m(3) Concrete

               -    The bucket is designed for track with 2 rails.

               -    Contents 1.5 m(3) concrete.

               -    Gear motor with brakes as driving motor.

               -    Travel speed 4-160 m/min.

               -    The emptying of the bucket by rotating with electric motor

     3.2  Concrete Distribution

          3.2.1 Concrete distributor span approx. 20m

          The concrete distributor is built as an overhead 2 girder construction
          on which the distribution bucket and an intermediate bucket are
          driven.

          The concrete will be supplied by the monorail bucket system, which
          will be positioned above the distributor.

          The concrete will be transmitted from the monorail bucket to the
          intermediate concrete supply bucket of the distributor. This bucket
          transfers the concrete into the distribution bucket.

          The distribution unit to be equipped with 4 separate hydraulic driven
          distribution screws to ensure an optimum distribution operation.

          Technical Information of the Distributor:

<TABLE>
<S>                                         <C>
          Speed bridge construction         10/50 m/min.
          Cross speed supply bucket         5/20 m/min.
          Cross speed distribution bucket   6 m/min. contents
                                            2.250 litre water content
</TABLE>


Agreement CXT - Hollandia - Grimbergen                                        22
Dated December, 2004
<PAGE>
          Operation position with control panel included Vibrator operating
          system is integrated into the distributor operation panel.

          3.2.2 Distributor track including current/communication rail. The
          distributor track will be part of the hall structure. Current supply
          by current cable fixed into cable buggies.

          3.2.3 Communication between bucket conveyor and concrete distributor.
          Within the production control system and the electrification of the
          bucket conveyor some communication items are built in to recognize an
          automatic operating system for the supply of concrete to the
          distributor bridge.

          The following movement flow is applicable:

          -    Conveyor stops at concrete-loading (batch plant) position.

          -    Loading activity is started by the batch plant operator.

          -    Automatic movement of conveyor to location of distributor bridge.

          -    Request by distributor operator for concrete (bridge traveling
               will stop)

          -    Conveyor will unload the concrete into the intermediate bucket
               (bridge traveling can start again after unloading is completed).

          -    Conveyor will automatically return to its loading position.

          -    Intermediate bucket transfers the concrete to the distribution
               bucket automatically.

4.   HANDLING OF COMPLETED CONTINUOUS TIE LINE.

     The demoulded continuous tie line must be supported by the transport
     buggies to ensure smooth movement during sawing.

     4.1  Continuous tie line Pulling/Sawing/Turning. The demoulded continuous
          tie lines (4 lines side-by-side) will be automatically divided into
          separate ties by the sawing machine located at the end of the form
          line.

          4.1.1 Sawing Machine.
          This machine pulls 4 rows of ties simultaneously into the sawing
          position. Then 4 ties will be disconnected from the Tie line, turned
          over 180 degrees and placed on a transverse conveyor chain track. The
          sawing operation shall not exceed 160 seconds. The saw shall perform
          with a 100% duty cycle.


Agreement CXT - Hollandia - Grimbergen                                        23
Dated December, 2004
<PAGE>
          The sawing machine can be moved between tie lines on track, and
          positioned at the front of each form line.

5.   DISCHARGE LINE.

     5.1 Chain track with automatic running facilities
     The chain track moves the sawed ties automatically from the sawing machine
     to the convey turning buggy.

     5.2 Convey turning buggy.
     This buggy transports the Ties from the chain track (5.1) to the clipping
     area. During the transport the Ties will be rotated over 90 degrees.

     5.3 Tie convey "Clipping".
     Within the clipping area the Ties will be supported on a roller track.
     Movements to the discharge buggy will be realised by a pushing system.

     5.4 Discharge Buggy.

          The ties from the convey track "clipping" will be collected in units
          of 21 ties.

          5.4.1 Discharge Buggy for 21 ties. The discharge buggy will lift a
          unit of 21 Ties and moves them to the loading position of the robot
          crane

6.   CLEANING, OILING, FORM PREPARATION.

     Cleaning and rail fastening items will be executed manually. Cleaning tools
     and build-in consumables are stored on a special wagon, which runs on the
     form line rail.

     6.1 Wagon for Cleaning, Oiling and Preparation. This wagon consists of a
     buggy driven on the edges of the form line. The wagon is equipped with
     devices to clean and oil the forms and also to prepare the forms for
     casting (manually set rail fastening items). All activities will be
     executed by hand from working platforms on both sides of the wagon.

     Maximum weight of this wagon included build-in consumables for 1 mouldline
     is limited to 10 metric tons

7    STORAGE EQUIPMENT


Agreement CXT - Hollandia - Grimbergen                                        24
Dated December, 2004
<PAGE>
     10.1 Robot Crane for Units of 21 Ties.
     The storage crane is designed to stack the unit of 21 ties on the storage
     position. The crane is executed as a 2 girder portal construction.

     The trolley is running between the girders and is provided with a
     telescopic lifting unit.

     The whole crane cycle occurs automatically.

     Crane Characteristics:

<TABLE>
<S>                                   <C>
     Load                             :ca. 7,500 kg.
     Hoisting Speed                   :0-8 m/min.
     Travel  Speed                    :5-100 m/min.
     Travel Speed - Lifting Trolley   :2-20 m/min.
     Lifting Height                   :ca. 5 m (Stackingheight 15 Ties)
</TABLE>

8    ERECTION, TEST-RUN AND PERFORMANCE TESTING

     8.1 Introduction

     Hollandia's technical personnel shall supervise the erection of the
     equipment. The actual work is done by CXT's personnel in order to become
     familiar them with the installation, operation, and maintenance (preventive
     and corrective) of the equipment. The erection schedule will be controlled
     and performed by the CXT.

     Hollandia's technical supervisors shall have sufficient skills to
     satisfactorily complete the project; otherwise the Client has the right to
     change personnel. Conditions for Hollandia's supervisors to work on sites
     in the USA are attached into chapter 9

     8.2 Erection of the equipment

     Erection of equipment is deemed to be completed when all the machines
     forming the said department has been brought to such a state that all its
     mechanical functions and movements can be checked with a test-run.

     The applicable departments for each factory location (Tucson and Grand
     Island) are:

<TABLE>
<S>                 <C>
     Department 1   Tie forms
     Department 2   Prestressing system
     Department 3   Concrete supply and distribution
     Department 4   Tie handling
</TABLE>


Agreement CXT - Hollandia - Grimbergen                                        25
Dated December, 2004
<PAGE>
<TABLE>
<S>                 <C>
     Department 5   Discharge line
     Department 6   Cleaning, oiling and built-in facilities
     Department 7   Storage crane (Robot crane)
</TABLE>

     8.3 Test-run

     Test-runs are conducted separately for each department immediately after
     completion of erection. All the functions, connections and movements of the
     equipment included in the department, shall be checked in the presence of
     representatives of both parties.

     Acceptance criteria will be the approved lay-out drawings and the technical
     specifications.

     Results of the test-run shall be recorded.

     Minor defects such as imperfections in the paint work, temporary wiring and
     incomplete adjustments, which can be fixed later on without substantial
     delay or disturbance to the use of the equipment, shall not be constructed
     as a reason for non-acceptance of the test-run.

     In case test-run of a department is not possible, or its completion is
     delayed for more than one month after erection, for any reason beyond
     Hollandia's control, the test-run is deemed to be completed and accepted
     without the actual test.

     8.4 Performance test

     Performance test of the equipment shall be conducted under Hollandia's
     technical personnel supervision department by department upon notification
     of readiness from the CXT, but in any event within 14 days after the
     completion of the test-run of the department.

     The performance test is to verify that the equipment is capable of meeting
     the specified quality/capacity requirements as stated below (8.5).

     The tests are deemed to be successful and shall be accepted by the CXT if:

     -    The equipment meets the stated requirements (8.5).

     -    Either cannot meet the requirements as a result of shortcoming out of
          control of Hollandia, such as; poor quality of raw materials, shortage
          of skilled labor, etc.

     In case the performance test cannot be conducted or delayed by more than
     one month after completion of the test-run, for any reason out of
     Hollandia's control, the performance test shall be deemed to be completed.


Agreement CXT - Hollandia - Grimbergen                                        26
Dated December, 2004
<PAGE>
     8.5 Quality requirements

     Department 1 Tie forms

     -    Correct demoulding movement.

     -    Produced tie according agreed tolerances.

     -    Correct form movement to casting position.

     Department 2 Prestressing system.

     -    Wire or strand pulling according to specifications described in the
          technical specifications

     -    Prestressing and release could be executed within 20 minutes for each
          operation.

     -    Skip movement dead end is functional.

     Department 3 Concrete supply and distribution.

     -    Equipment is operating according to the technical specifications

     Department 4 Tie handling.

     -    Pulling / sawing / rotating according to the technical specifications

     Department 5 Discharge line

     -    Equipment is operating according to the technical specifications

     Department 6 Cleaning, oiling and built-in facilities

     -    Equipment is operating according to the technical specifications.

     Department 7 Storage crane (Robot crane)

     -    Equipment is operating according to the technical specifications.

     8.6 Commisioning

     Commissioning of the system is deemed to be complete after each department


Agreement CXT - Hollandia - Grimbergen                                        27
Dated December, 2004
<PAGE>
     has successfully performed its intended function

9    Conditions for Sending Hollandia's supervisors to work on site in the USA

In this connection term 'Hollandia's personnel' means both Hollandia's own
employees and Hollandia's suppliers personnel to be sent to execute the
activities in the USA

-    CXT shall arrange / guarantee and bear all the costs for safe and healthy
     working conditions and modern furnished accommodations with separate
     bedrooms for all individuals, not more than four sharing one bath or shower
     or one kitchen. Appropriate first aid and medical services have to be
     available to Hollandia's personnel.

-    CXT shall arrange and bear costs for daily meals based on European normal
     standard.

-    CXT shall arrange and pay for the daily transportation from the
     accommodations to the site and back, and will use best efforts to assure
     transportation time is less than 90 minutes one-way.

-    Hollandia's personnel will work 60 hours a week and follow local holidays.

-    Hollandia's personnel shall be entitled one day off per week, to be
     determined by CXT's representatives.

-    CXT shall provide and bear expense of round trip air transportation for
     Hollandia's personnel from and to the Netherlands. The length of stay of
     each one of the Hollandia's personnel must be agreed from case to case.

-    There shall be an adequate furnished office available to Hollandia's
     personnel and access to facsimile and telephone without cost. CXT shall use
     their best efforts to assist Hollandia's personnel in all problems, which
     may arise in their dealings with the local authorities, banks, systems for
     international communications, medical services and travel agencies.

-    Hollandia's personnel shall at all times adhere to CXT's existing safety
     and general facility rules.

-    In the event Hollandia's personnel are required to exceed length of stay
     over the specified time, CXT will make payment for such time, as advanced
     payment. Any such increase in supervision time must be mutually agreed upon
     between parties.

     The rate for one mechanical supervisor for 1 week is E 4.000,=/week.
     The rate for one electrical/software supervisor is E 4.800,=/week.


Agreement CXT - Hollandia - Grimbergen                                        28
Dated December, 2004
<PAGE>
                                   EXHIBIT 2.1

                                 LEASE AGREEMENT

CXT INCORPORATED, a Delaware corporation with its principal place of business at
N2420 Pioneer Lane, Spokane, WA 99216, United States of America,

AND

GRIMBERGEN HOLDING B.V., a Dutch limited liability company with its principal
place of business at Groenoord 192, 2401 AJ Alphen aan den Rijn, registered with
the trade register of the Chamber of Commerce for Rijnland under file no.
28011239,

WHEREAS, CXT, Grimbergen Holding, Grimbergen Engineering & Projects B.V. and
Lubbers' Constructiewerkplaats en Machinefabriek "Hollandia" B.V. entered into a
manufacturing agreement on ___ December 2004 ('Agreement');

WHEREAS, CXT and Grimbergen Holding wish to lay down in this lease agreement
('Lease') all (other) terms of the lease codified in Section 2.1 (i) of the
Agreement;

MUTUALLY AGREE AS FOLLOWS:

ARTICLE 1

This Lease forms an integral part of the Agreement and, for the purpose of this
Lease, Section 2.1 (i) of the Agreement forms an integral part of this Lease.
All capitalized wording used in this Lease (other than the word 'Lease' and
'Agreement' above defined) shall have the meaning as defined in the Agreement's
preamble and Section 1.

ARTICLE 2

As of April 1, 2005, for the purpose and duration of the Project, Grimbergen
Holding shall lease to CXT, and CXT shall lease from Grimbergen Holding, the
Plant, located at Bedrijfsweg 23 - 25, 2404 CB Alphen aan den Rijn, The
Netherlands, the land register details of which are Alpen aan den Rijn A 6783.

ARTICLE 3

In addition to the lease of the Plant Grimbergen Holding will charge to CXT
building services and facilities, as well as supply, transport and consumption
of water and energy, as may be necessary for the proper functioning of the
Manufacturing Equipment and/or the timely and proper completion of the Project,
such service charges to be reflected in the Budget.

ARTICLE 4

Grimbergen Holding undertakes to at all times keep the Plant properly insured,
protected and keep the Plant in a good and workable condition, as is required
for the timely and proper completion of the Project, it being understood that
Grimbergen Holding shall not be considered in breach of the obligation to keep
the Plant in good and workable condition in case of a whole or partial loss or
destruction of the Plant under circumstances which would constitute a "force


Agreement CXT - Hollandia - Grimbergen                                        29
Dated December, 2004
<PAGE>
majeure" (fire, earthquake, floods and similar acts of God) provided that (a)
the Plant is adequately insured against such events and (b) Grimbergen Holding
shall render all reasonably required assistance to rebuild the Plant and/or to
relocate the production of the Project to an alternative site pending such
rebuilding. CXT is under no obligation to bear any costs of maintenance, repair
and renewal work to the Plant other than the service charges referred to in
Article 3.

ARTICLE 5
Under no circumstances shall CXT be required to pay any fees, charges, levies
whatsoever other than the fixed sum and VAT laid down in Section 2.1 (i) of the
Agreement.

ARTICLE 6
Grimbergen Holding and CXT agree that Grimbergen Holding will charge CXT VAT on
rent for the Plant as laid down in Section 2.1 (i) of the Agreement. With
reference to the approval of the State Secretary of Finance (Staatssecretaris
van Financien) VB99/571 of 24 March 1999, CXT by signing this lease agreement
explicitly declares that CXT shall use the Plant for purposes for which a full
or almost full (at least 90%) right for deduction of VAT exists by virtue of
article 15 of the Turnover Tax Act of 1968 (Wet op de omzetbelasting 1968).

CXT will inform Grimbergen Holding and its competent tax inspector immediately
by means of a registered letter, if the above paragraph does not (or no longer)
apply. CXT shall in any event report such change in the right to deduct VAT to
Grimbergen Holding and its competent tax inspector in writing within four weeks
after the fiscal year of CXT ends. CXT's fiscal (financial) year runs from
January 1 through December 31.

The VAT due on account of this article must be paid simultaneously with the
rent.

Grimbergen Holding shall not sell the Plant or terminate the Lease without the
prior written approval of CXT. If CXT were to approve of such sale, Grimbergen
Holding undertakes to see to that the new owner and CXT are bound by a provision
similar to this Article 6 of this Lease.

Grimbergen Holding undertakes to file this Lease in conformity with article 34a
of the Turnover Tax Act of 1968 (Wet op de Omzetbelasting 1968).

ARTICLE 7
This Lease automatically terminates upon completion of the Project and/or upon
termination of the Agreement by CXT, without any further action being required
from CXT or Grimbergen Holding.

ARTICLE 8
Dutch law exclusively governs this Lease. Section 8.10 of the Agreement shall
equally apply to this Lease.


/s/ SL Hasselbusch                       /s/ F.A.J. Grimbergen
--------------------------------------   ---------------------------------------
CXT                                      Grimbergen Holding
By:                                      By: F.A.J. Grimbergen
Title:                                   Title: MD


Agreement CXT - Hollandia - Grimbergen                                        30
Dated December, 2004
<PAGE>
                                   EXHIBIT 3.3

                                 BANK GUARANTEE

We, the undersigned, [name bank], waiving and renouncing all benefits and
exceptions, conferred on guarantors, as well as the provisions of art. 7:855
Civil Code, hereby declare to bind ourselves as surety to and in favour of CXT
Corporation ("the Creditor") by way of security for the true and proper
discharge by Grimbergen Engineering & Projects B.V. and Lubbers'
Constructiewerkplaats en Machinefabriek "Hollandia" B.V. (the "Principal
Debtors") of whatever the Principal Debtors may be found to be indebted to the
Creditor in relation to a certain Manufacturing Agreement dated December ____,
2004 (the "Agreement"), by virtue of a valid arbitration award which is not or
no longer subject to appeal or by virtue of an amicable settlement between the
parties.

If any of the Principal Debtors is declared bankrupt or granted a suspension of
payment or if a debt rescheduling scheme has been implemented regarding such a
Principal Debtor, the Creditor is entitled to bring legal proceedings against
the undersigned in order to have the indebtedness of the Principal Debtor
ascertained by the Netherlands Arbitration Institute. In that event, the
undersigned undertakes to pay the Creditor the entire indebtedness of the
Principal Debtor as established by an arbitration award (which is not or no
longer subject to appeal) rendered in those proceedings.

This guarantee is hereby given without any prejudice whatever to the question of
liability or to the amount involved or to any other matter in issue (including
any question as to statutory limitation of liability), and for a maximum amount
of Euro 700,000.

The guarantee shall be governed by the law of the Netherlands. The undersigned
and the Creditor submit to the jurisdiction of the competent Court of Law in
Rotterdam for any disputes and claims hereunder.

The maximum amount to be claimed under this guarantee shall be reduced to Euro
350,000 at the moment six months have expired after the completion of the
installation and acceptance by CXT of the American Plant at Grand Island,
Nebraska (the Creditor and the Principal Debtors to jointly inform the
undersigned thereof in writing in accordance with the terms of the Agreement)
unless one or more Arbitrators have been notified or requested or proposed under
the arbitration clause set forth in Section 8.10 of the Agreement, or an
amicable settlement has been concluded between the Creditor and the Principal
Debtors (the Creditor and the Principal Debtors to jointly inform the
undersigned thereof in writing in accordance with the terms of the Agreement).
Any residual liability of the undersigned under this guarantee shall expire by
the later of (i) June 30, 2006 or (ii) the moment six months have expired after
the completion of the installation and acceptance by CXT of the American Plant
at Tucson, Arizona (the Creditor and the Principal Debtors to jointly inform the
undersigned thereof in writing


Agreement CXT - Hollandia - Grimbergen                                        31
Dated December, 2004
<PAGE>
in accordance with the terms of the Agreement) or unless one or more Arbitrators
have been notified or requested or proposed under the arbitration clause set
forth in Section 8.10 of the Agreement, or an amicable settlement has been
concluded between the Creditor and the Principal Debtors (the Creditor and the
Principal Debtors to jointly inform the undersigned thereof in writing in
accordance with the terms of the Agreement).

Yours faithfully,

For and on behalf of
[bank]

Dated [ ]


Agreement CXT - Hollandia - Grimbergen                                        32
Dated December, 2004