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Southern  Pacific

                                        Transportation  Company


                                  Southern  Pacific Building   One Market  Plaza  •  San  Francisco,  California 94105   IN  REPLY  PLEASE REFER TO
                                                                                                       020-6
                                                      CONTRACT DEPARTMENT
         L,  F. FURLOW                                                                             A.  C,  DAVIS
         ASSISTANT TO  VICE  PRESIDENT                            January  19,  1982               ASSISTANT  MANAGER
         K,  E.  DIRKS                                                                             W,  E,  FOWLER
         MANAGER                                                                                   L..  H, PETERS
                 Santa  Clarita  Historical  Society                                               J.L..STODDART
                                                                                                   R,R,RHOADS
                 Newhall,  California                                                              ASSISTANTS  TO  MANAGER
                                                                                                   C.  M, LUNDIN
                                                                                                   SUPERVISOR,  .!OINT  FACILITIES
                 Gentlemen:
                        Southern  Pacific  Transportation  Company  takes  pleasure  in
                 donating  to  the  Santa  Clarita  Historical  Society  the  scrap  manual
                 train  order  signal  formerly  located  at  the  San  Fernando  Station
                 and  does  hereby  transfer  and  set  over  unto  you  the  right,  title
                 and  interest  of  Southern  Pacific  Transportation  Company  in  said
                 train  order  signal  on  the  condition  that  you  agree  to  use  the
                 same  for  an  exhibit  only  by  the  Santa  Clarita  Historical
                 Society.

                        Santa  Clarita  Historical  Society  agrees  not  to  permit  the
                 said  train  order  signal  to  be  used  for  any  railroad-related
                 purpose.

                        THIS  COMPANY  MAKES  NO  WARRANTY  OR  GUARANTY,  EITHER  EXPRESS
                 OR  IMPLIED,  AS  TO  THE  CONDITION  OF  SAID  TRAIN  ORDER  SIGNAL  OR  THE
                 FITNESS  THEREOF  FOR  USE  OR  OTHERWISE.

                        Santa  Clarita  Historical  Society  agrees  to  release  and
                 indemnify  Southern  Pacific  Transportation  Company  from  and
                 against  all  liability,  cost  and  expense  for  injuries  to  or  death
                of persons  and  damage  to  or  destruction  of  property,  arising  or
                 resulting  in  any  manner  whatsoever  in  connection  with  said  train
                 order  signal,  whether  or  not  caused  or  contributed  to  by  any  act
                 or  omission,  negligent  or  otherwise,  of  Southern  Pacific
                 Transportation  Company.

                        If  the  above  is  agreeable  to  you,  please  indicate  your
                 acceptance  on  the  attached  copy  of  this  letter  and  return  to me.

                                                                  Very  truly  yours,

                                                                  SOUTHERN  PACIFIC  TRANSPORTATION
                                                                       COMPANY






                 Agreed  to  and  Accepted  this  14

                 day  of February
                                                        ,  1982.

                 SANTA
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