ATS INTERMODAL, LLC

MOTOR CARRIER/SHIPPER AGREEMENT

THIS MOTOR CARRIER/SHIPPER AGREEMENT (this "Agreement"), is made and entered into as of the date and time the "Rate Confirmation" is properly executed and received by ATS Intermodal, LLC. The "Rate Confirmation" is a portion of and included within this written agreement. The customer listed within the Rate Confirmation is referred further as ("Shipper"), and ATS Intermodal, LLC, a South Carolina corporation ("Carrier"). Shipper and Carrier are sometimes individually referred to herein as a "Party" and together as the "Parties."

WHEREAS, Shipper desires to hire Carrier to perform motor carrier transportation service for Shipper in accordance with the terms and subject to the conditions of this Agreement; and

WHEREAS, Carrier desires to perform motor carrier transportation service for Shipper in accordance with the terms and subject to the conditions of this Agreement;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual agreements and provisions hereinafter set forth, the Parties hereby mutually agree as follows:

1. Term. This Agreement shall remain in full force and effect for a one (1) year period

beginning on the date first written above and continuing thereafter on a year-to year basis.

Either Party may terminate this Agreement at any time, with or without cause, upon thirty

(30) days' written notice to the other party, unless otherwise specified in this Agreement.

2. Scope of Agreement. Carrier is a motor carrier under 49 U.S.C. 13102(12), is duly

registered with the Department of Transportation pursuant to 49 U.S.C. 13902 and 13905

and will provide lawful and responsible transportation service to Shipper under contract.

Shipper will tender Carrier freight for transportation. The scope of the service

contemplated by the Parties is set forth in Appendix A. Carrier shall be an independent

contractor of Shipper. As between the Parties, Carrier shall have the sole and exclusive

responsibility for the costs and over the manner in which its employees and/or

independent contractors perform the transportation service, including the equipment

provided.

3. Rates, Charges, and Payment Terms.

(a) Shipper shall pay Carrier, within twenty (20) days of the invoice date, the

amounts calculated in accordance with the schedule of rates and charges

attached hereto as Appendix B, including any written supplements thereto, and

as otherwise set forth in this Agreement. No offsets may be taken against

invoiced charges. Carrier shall apply Shipper's payment to the amount due for

the specified invoice, regardless whether there are earlier unpaid invoices.

Carrier may assess a service charge 1% per month (or the highest lawful rate,

if less) for any delayed payments.

(b) On billings to third parties, Shipper, as the contracting party with Carrier will

be responsible for all freight and related charges for transportation under this

Agreement. As an accommodation to Shipper, Carrier shall bill a third party

upon notice on the freight documentation the Parties utilize, but Shipper agrees

to guarantee payment and stand as primary debtor. Carrier shall: (i) advise

Shipper if third party payment is not made within thirty (30) days of billing;

(ii) assign to Shipper any rights Carrier may have to collect freight charges

from the third party; and (iii) cooperate with Shipper in any collection

proceeding instituted by Shipper, with the understanding that Carrier will be

reimbursed reasonable expenses of so doing. Shipper will pay the third party

freight bill within thirty (30) days of the assignment provided above.

to recover such invoiced amounts within eighteen (18) months of delivery or

tender of delivery of the shipments involved. If Carrier alleges undercharges, or

Shipper alleges overcharges, duplicate payment, or over collection, notice of such

claims or unidentified payments must be given within 180 days of receipt of the

invoice and a civil action or arbitration proceeding must be filed with eighteen

(18) months of delivery or tender of delivery of the shipments involved. The

processing, investigation, and disposition of overcharge, unidentified payment,

duplicate payment, or over collection claims shall be governed by present federal

regulations codified at 49 C.F.R. Part 378.

4. Freight Documentation. The terms and conditions of this Agreement shall prevail over

those appearing on any form (s) used by the Parties for the delivery of freight. Any

form(s) used by the Parties shall only be used for the purpose of documenting the pick-up

and delivery of freight. Either Party, at its option, may supply any document required by

or referenced in this Agreement in either paper or electronic form (including, but not

limited to, an electronically imaged, faxed, photocopied, or online posted version), and

any such version shall be sufficient for all purposes under this Agreement. Unless

specifically agreed to by the Parties, any joint movement involving another transportation

entity to or from a point outside the U.S. shall not be considered as moving on a "through"

bill of lading.

5. Insurance. Carrier shall maintain during the term of this Agreement (a) workers'

compensation insurance on all employees, as required by applicable state law, (b)

automobile and property damage liability insurance with limits of liability of not less than

$1,000,000.00 per occurrence, (c) cargo insurance to cover damage to or loss of cargo in

the amount of $1,000,000.00 per occurrence, and (d) general liability insurance with limits

of liability of not less than $1,000,000.00 per occurrence. The required insurance shall

cover the entire geographic scope in which the Carrier will operate under this Agreement

and, as applicable, be "Broad Form." Upon request, Carrier will furnish Shipper with a

certificate of insurance from a reputable insurance company evidencing such insurance.

Carrier will request that its insurance company provide 30 days' advance notice to

Shipper prior to cancellation of such insurance. Neither Party waives any right to

subrogation it or its insurers may have arising out of service provided pursuant to this

Agreement.

6. Refused Shipment-Warehouseman Liability. If the consignee refuses the lading tendered

by Carrier or if Carrier is unable to deliver the lading because of fault or mistake of

Shipper or the consignee, or if Shipper advises and instructs Carrier to stop movement of

The lading and to hold it in transit, Carrier's liability thereafter immediately shall be that

of a warehouseman. The procedures which Carrier agrees to and will take as a

warehouseman involve the use of ordinary care to keep the lading in a safe or suitable

place or to store the lading properly. Carrier shall (a) attempt to give Shipper notice as

soon as possible to the fax listed on this Contract if the foregoing occurs, (b) place the

lading in public storage, if available, unless Carrier receives contrary disposition

instructions from Shipper within twenty-four (24) hours, and (c) if disposition

instructions are not given by Shipper within ten (10) days of Carrier's initial notification

to Shipper, Carrier may offer the lading for public sale. In the case of perishable lading,

Carrier may dispose of the lading at a time and in a manner Carrier deems appropriate.

Shipper will be responsible for storage costs and reasonable costs Carrier incurs in acting

as a warehouseman. To the extent any sale or disposal revenues exceed the storage costs

and the costs Carrier incurs as a warehouseman, Carrier shall remit the balance to

Shipper. If Shipper gives Carrier timely disposition instruction, Carrier shall use any

commercially reasonable steps to abide with such instructions. Shipper will pay Carrier's

costs and any additional transportation costs Carrier incurs in doing so.

7. Cargo Liability.

(a) Carrier shall be liable to Shipper for loss or damage to lading occurring while it is

in Carrier's possession, except to the extent such loss of damage is caused by an act

of God or a public enemy, a public authority, an act of Shipper, or the inherent vice

or nature of the lading. Carrier's possession of lading under this Agreement shall

begin when Carrier has executed the freight documentation form for such lading

and shall terminate upon the lading being tendered for delivery to Shipper's

consignee.

(b) Carrier's liability for cargo loss and damage will be as described in the provisions

of 49 U.S.C. 14706. The Parties agree to a released value rate of $0.50 per cargo

pound (freight only) as included within Appendix B to this Agreement. In no event

shall carrier be liable in an amount greater than the limits of the cargo insurance

required herein.

(9) months from date of delivery, or scheduled date of delivery of lost lading, or in

the absence of a scheduled delivery date, the filing period shall begin after a

reasonable time has elapsed for delivery, and a civil suit shall be commenced by

Shipper within two (2) years from the date Carrier gives Shipper written notice

Carrier is disallowing the claim or any part of it. Claims will be filed and resolved

in accordance with federal regulations codified at 49 C.F.R. Part 370.

(d) The measure of damages for loss of or physical damage to the cargo shall be the

shipper's replacement cost. Carrier also shall be liable for the reasonable costs of

the Shipper to mitigate its damages, but in no event shall carrier be liable in an

amount greater than $0.50 per pound or the limits of the cargo insurance required

herein, whichever is less.

(e) In no event shall Carrier be liable to shipper or anyone else for special, incidental,

or consequential damages that relate to loss, damage or delay to a shipment, unless

Shipper has informed Carrier in written or electronic form, prior to or when

tendering a shipment or series of shipment to Carrier, of the potential nature and

type of such damages, and Carrier specifically agrees in written or electronic form

to accept responsibility for such damages. In no event shall Carrier be liable to

Shipper or anyone else for punitive or exemplary damages that relate to loss, damage

or delay to a shipment.

8. Sealed Shipment. If Shipper loads and seals the lading in or on the trailer and Carrier does

not have the opportunity to count the lading being loaded and the seal is intact upon

delivery, Carrier shall be absolved from any liability for shortages or any damage to the

lading except when proximately caused by independent action of Carrier. Such absolution

of liability will also occur if (i) the seal is broken at the direction and under the

supervision of an agent of a body politic, or (ii) trailers are preloaded and the adequacy of

loading or count of such trailer is not practical by a representative of Carrier. Carrier

agrees that if a seal is broken and an inspection made by an agent of a body politic, its

operator or other representative will take all reasonable steps to secure the count, safety,

and integrity of the lading. These steps will include requesting that the body politic reseal

the trailer and/or make appropriate notation on the freight documentation form. Carrier

may break the seal on a trailer if, upon Carrier's determination or that of its operator or

other representative, it becomes reasonably necessary to do so to inspect, reposition, or

protect the lading or Carrier's equipment or to comply with federal, state, municipal, or

provincial laws, rules and regulations. Shipper's consignee may not refuse delivery of a

shipment solely because the seal on a trailer is broken.

9. Salvage. Shipper will have the right reasonably to determine to repair, repackage,

salvage, or scrap damaged lading. If Shipper elects to salvage lading, Shipper shall notify

Carrier to return the lading to Shipper or allow Carrier to dispose of the lading. If salvage

is sought, at least two independent bids shall be obtained, and the highest bid accepted.

Any monies received in salvage, whether accomplished by Carrier or Shipper, will be

credited, if applicable, against any amount Carrier may otherwise be responsible for in

terms of the damages. Shipper may condition salvage upon the removal of all identifying

marks or labels or the lading being permanently marked as "damaged" or with a similar

notation. If Carrier is retained by Shipper to return the damaged lading for repair, salvage,

or scrapping, Shipper agrees to pay Carrier freight charges otherwise provided in this

Agreement, or at a negotiated rate to be reduced to writing, without prejudice to recovery

of such freight charges as damages. Damaged lading will not be scrapped unless repair

and/or salvage is not feasible. If Carrier salvages the lading, Carrier may bill a reasonable

charge for doing so against salvage receipts.

10. Indemnification

(a) Carrier shall defend, indemnify, and hold Shipper and its employees and agents

harmless from and against all claims, liabilities, losses, damages, fines, penalties

payments, costs, and expenses (including, without limitation, reasonable legal fees)

caused by and resulting from (i) the negligence or intentional misconduct of Carrier

or its employees or agents, or (ii) Carrier's or it employees' or agents' violation of

applicable laws or regulations.

(b) Shipper shall defend, indemnify, and hold Carrier and its employees and agents

harmless from and against all claims, liabilities, losses, damages, fines, penalties,

payments, costs, and expenses (including, without limitation, reasonable legal fees)

caused by and resulting from (i) the negligence or intentional misconduct of Shipper,

its employees, or agents, or (ii) Shipper's or its employees' or agents' violation of

applicable laws or regulations.

costs, and expenses (including, without limitation, reasonable legal fees) are

caused by the joint and concurrent negligence of the Parties, or the Parties and a

third party, the indemnity obligations for such claims, liabilities, losses, damages,

fines, penalties, payments, costs, and expenses (including, without limitation,

reasonable legal fees) shall be borne by each Party in proportion to its degree of

fault.

(d) In no event shall either Party be liable to the other under this Section 10 to the extent

damages are incidental, consequential, special, punitive, or exemplary. Any

indemnified party under this Section 10 shall promptly tender the defense of any

claim to the indemnifying Party. Carrier's liability for cargo damage shall be

governed by Section 7 above.

11. Hazardous Materials. No shipments containing hazardous materials shall be tendered for

transportation unless approved by ATS Management. Contact K.C. Sanders at

800-968-8546 or 843-308-6121 for approval.

12. Legal Restraint of Force Majeure. In the event performance by one Party is affected by

any cause beyond the reasonable control of such Party, including without limitation, fire,

labor strife, riot, war, weather conditions, acts of the public enemy, acts of God, acts of

terrorism, local or national disruptions to transportation networks or operations, material,

equipment repairs, fuel shortages, governmental regulations, or governmental request or

requisition for national defense, and provided that the applicable cause is not attributable

to the acts or omissions of such Party, and such Party is taking reasonable measures to

remove or mitigate the effects of the applicable cause, then the running of all periods of

time mentioned herein and the performance of all obligations required herein shall be

suspended during the continuance of such interruption, and such Party shall promptly

notify the other Party of such interruption. Such period of suspension shall not in any way

invalidate this Agreement, but on resumption of operations, any affected performance by

such Party shall be resumed. Carrier shall be permitted an extension period equal to the

period of suspension to complete shipments adversely affected by the suspension. No

liability shall be incurred by either Party for damages resulting from such suspensions.

13. Business and Employment Opportunity. Shipper agrees to notify Carrier forty-eight (48)

hours before tendering any load that would subject Carrier to regulation under any non-

discrimination laws, rules, orders, and regulations of governmental authorities, including,

but not limited to, Title VII of the Civil Rights Act of 1964, as amended, Executive Order

11246, and the rules and regulations promulgated thereunder, the Rehabilitation Act of

1973, and the Vietnam Era Veterans Readjustment Act of 1974. If Carrier accepts such a

load, the Parties agree to comply with any applicable non-discrimination laws, rules,

orders, and regulations.

14. Notices. Any notice required or permitted to be given under this Agreement, unless

otherwise indicated, shall be deemed sufficiently given if it is delivered by hand or sent by

prepaid mail, registered or certified, return receipt requested, by a nationally recognized

overnight courier, or facsimile transmission (with confirming copy sent first class mail) if

sent to the address or fax number and to the attention of the individual noted in the

signatory provision hereof.

15. Captions. The captions set forth in the Agreement are for convenience only and shall not

be considered a part of this Agreement nor affect in any way the meaning of the terms

and provisions hereof.

16. Successors and Assigns; Other Parties. This Agreement shall be binding upon and inure

to the benefit of the Parties hereto and their respective successors and assigns. This

Agreement may not be assigned by either Party without the written consent of the other

Party, except to any wholly-owned subsidiary of such Party and, except in the case of

Carrier, an assignment in connection with the sale of substantially all of the assets of

Carrier or merger by Carrier with or into another entity.

17. Entire Agreement. This Agreement and the attached Appendices constitutes the entire

agreement between the Parties hereto and supersedes all prior agreements, representations,

warranties, statements, promises, information, arrangements, and understandings, whether

oral, written, expressed, or implied, with respect to the subject matter hereof.

18. Amendments. No amendment or modification of the terms of this Agreement shall be

binding unless in writing and signed by the Parties.

19. Severability. Any term or provision of this Agreement that is held to be invalid or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent

of such invalidity or unenforceability without rendering invalid or unenforceable the

remaining terms and provisions of the Agreement or affecting the validity or

enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

20. Waiver. No waiver of any right, power, or privilege hereunder shall be binding upon any

Party unless in writing and signed by or on behalf of the Party against which the waiver is

asserted.

21. Counterparts. This Agreement may be executed in one or more counterparts, any or all

of which shall constitute one and the same instrument.

22. Governing Law. The Parties desire that the provisions of this Agreement will have

precedence over any federal or state provisions governing or dealing with the specific

provisions of this Agreement. The Parties agree that pursuant to 49 U.S.C. 14104 (b) (1)

they expressly waive any and all rights and remedies under the Interstate Commerce

Commission Termination Act and Interstate Commerce Act as amended, and regulations

promulgated thereunder, including Part B of Subtitle IV Interstate Transportation, 49

U.S.C. 13101, et seq., as well as State transportation statutes (the "Acts") that are

inconsistent with the provisions of this Agreement. No party shall challenge any provision

of this Agreement on the ground that any such provision or provisions violates the waived

rights and remedies under the Acts. To the extent no conflicts exist with this Agreement or

federal law, the law of the State of South Carolina shall apply.

23. Dispute Resolution. The Parties agree that this Agreement is being entered into in good

faith and that if a dispute arises in its application or interpretation that:

(a) They shall attempt to resolve said dispute between themselves or upon mutual

agreement by the intervention of an experienced mediator and upon the terms

and cost allocation agreed upon.

(b) If a dispute is not resolved voluntarily, good faith considerations shall be given to

submitting the dispute to final and binding arbitration under the Commercial Rules

of the American Arbitration Association before a single arbitrator at a point

mutually agreed upon or if no point is agreed upon at the offices of the Association

which is approximately equal distance from the headquarters of the Parties.

available in arbitration such as, but not limited to, injunctions, criminal penalties,

or certain equitable relief, civil action may be pursued subject to the following: (i)

jury trials are waived by the Parties; (ii) service by certified mail to the persons

specified as being entitled to notice under this Agreement and to the address

shown shall constitute valid and binding service of process; and (iii) jurisdictional

issues as to state or federal jurisdiction and forum non-convenes are not waived.

24. Venue. Any suit relating to this contract must be filed in the state or federal courts

governing Charleston County, South Carolina.

25. Confidentiality. The Parties shall keep in confidence and not disclose to any third party

(a) the terms of this Agreement, and (b) any confidential or proprietary information either

learns about the other Party, such as, but not limited to, the rates, value, origin, destination,

or consignee of any shipment made hereunder. The Parties may disclose such terms and

information to the extent required by law, to obtain financing, to substitute service

providers to the extent necessary to provide such substitute service, or to auditors retained

for the purpose of assessing the accuracy of freight bills.

26. No Use of Name. Neither Party may use the other's name, trademarks, or trade names, or

those of its subsidiaries or affiliates, in any manner, especially advertising, without the

other's expressed written consent, which may be withheld in such Party's sole discretion.

27. Compliance with Laws and Regulations. The Parties shall at all times comply with all

applicable federal, state, municipal, and provincial laws, rules and regulations including,

but not limited to , the federal and state safety regulations. To the extent this Agreement or

any services provided hereunder shall conflict with such laws, rules, and regulations, this

Agreement and the services provided hereunder shall be modified to comply with such

laws, rules, and regulations, and the Parties shall not be deemed in breach of this

Agreement or suffer any liability or penalty for compliance with such laws, rules, and

regulations. In the event Carrier, through no fault of its own, is delayed or removed from

service by or because of an inspection by any body politic, Carrier shall not be deemed in

breach of this Agreement, nor shall it suffer any liability or penalty under the terms of this

Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by a duly authorized officer effective as of the date first above written.

CARRIER: ATS Intermodal, LLC SHIPPER:

Name: _______________________________ Name: ______________________________

By: _______________________________ By: ______________________________

Title: _______________________________ Title: ______________________________

Dated: _______________________________ Dated: ______________________________

INFORMATION FOR NOTICES

Address: 2465 Air Park Rd. Address: ______________________________

Charleston, SC 29406 ______________________________

Phone: 843-308-6121 Phone: ______________________________

Fax: 843-308-6122 Fax: ______________________________

Attention: _____________________ Attention: ______________________________

APPENDIX A

SCOPE OF SERVICE

1. This Agreement for Transportation will primarily govern the transport of intermodal

containers.

2. The equipment used in performing transportation services will be the type of equipment

normally utilized for transporting intermodal containers or general freight. Limited

movement of Hazmat Material based on commodity classifications.

3. Freight bills will be forwarded electronically or via regular mail to the shipper, and

payment will be expected within twenty (20) days of the invoice date.

APPENDIX B

FREIGHT CHARGES - CARGO LIABILITY LIMIT

ACCESSORIAL AND MISCELLANEOUS CHARGES

1. Basic Freight Charges. The Parties agree that Carrier shall be paid for its transportation

services in accordance with the attached price list or individual rate sheet, which can only

be changed by the written agreement of the Parties. The attached price list applies only to

the commodities identified in this Agreement and assumes that Shipper will tender and

Carrier will transport only those commodities. If no commodities are specifically identified

in this Agreement, Shipper shall notify Carrier at least twenty-four (24) hours before the

time of tendering a load that has a value exceeding the limits of cargo coverage required

under this Agreement, and Carrier shall have the right to refuse any such load.

2. Cargo Liability Limit. Shipper/Carrier agree on a cargo released value of $0.50 (fifty

cents) per cargo pound (freight only). Motor Carrier, in no way, will be responsible to

Shipper for monetary value in excess of $.050 (fifty cents) per cargo pound. In no event

will the carrier be liable in an amount greater than the limits of the cargo insurance

required within the Motor Carrier/Shipper Agreement.

3. Mileage Computation. If any payment is specifically based on a mileage basis, mileage

will be determined by the practical mileage route determined by the following software:

PC Miler, version 18. New versions of this software will not automatically be adopted

under this Agreement, and must be specifically agreed to by the Parties in writing.

If governmental restrictions prescribe specific routes to be used or avoided because of the

size and/or weight of the shipment, the nature of the lading being transported, or there

exist unusual road conditions, Shipper will pay the additional mileage required to

complete delivery. If freight charges are not described on a mileage basis, the following

mileage charge may be assessed by Carrier for excess mileage: $1.50 per mile.

4. Fuel Surcharge. Freight charges will be subject to a fuel surcharge, which will be billed as

a separate charge on freight bills. The charge will be adjusted up or down each Tuesday

by the percentage adjustment listed on the matrix attached as Appendix C.

5. Payments. All payments, whether involving a domestic or international shipment shall be

made in U.S. currency and at U.S. rate of exchange. Net due within twenty (20) days of

invoice date.

6. Detention of Trailer with Tractor. Upon Carrier's offering of a trailer with tractor for

loading or unloading, Shipper or Shipper's consignee, as the case may be, shall be

allowed, without charge, two (2) hours to complete such loading or unloading and release

the equipment for dispatch. If Shipper or Shipper's consignee fails to complete the

loading or unloading and release the equipment for dispatch within the two (2) hour period,

Shipper shall pay Carrier a detention charge of $100.00 per hour for each hour or fraction

thereof in excess of the one (1) hour period. Shipper shall use the trailer with tractor for

the sole purpose of loading and/or unloading the lading within the scope of this Agreement.

7. Tractor Ordered and Not Used. If Shipper requests a tractor with operator be made

available and cancels its request prior to dispatch, Shipper shall pay Carrier a charge of

$150.00. Shipper is responsible for the full quoted amount on all dispatched tractors,

regardless of notice to cancel after dispatch.

8. Determination of Detention Period. For purposes of determining the number of hours

and/or days that a tractor, trailer, or operator is detained by Shipper or Shipper's consignee

for loading or unloading, Carrier may use, in its reasonable discretion, any reliable method

of determining the date and time that a tractor, trailer, or operator is offered for loading or

unloading including, without limitation, a signed bill of lading or delivery receipt.

9. Reconsignment. If Shipper reconsigns or otherwise changes the destination of a shipment

prior to delivery, the applicable rate shall be the rate that would be applied had Carrier

been originally directed to deliver the shipment to the new destination via the location

where the shipment was located at the time it was reconsigned, plus a reconsignment

charge equal to the greater of $75.00 or $1.50 per additional mile required by virtue of

the reconsignment. If a shipment is reconsigned or otherwise assigned a new destination at

the time of delivery, the applicable rate shall be the rate that would apply to a new

shipment from the point of delivery to the new destination, and Carrier shall bill for the

reconsigned shipment as though it were two separate deliveries.

10. In-Transit Stop-Off / Drop Charges. A single shipment may be stopped at the direction of

Shipper for partial loading or partial unloading; provided, however, that in the event of any

in-transit stop at the direction of Shipper or Shipper's consignee, Shipper shall pay

Carrier, in addition to other freight charges due (a) $75.00 for the 1st stop-off; (b) $100.00

for a second stop-off; (c) $150.00 for a third stop-off.

11. Excess Weight Charge. Carrier will assess a $25.00 per container additional fee for any

local container drayage move in excess of 47,000 lbs. (Charleston Tri-County area only)

12. Scaling a Container. Carrier will assess a $50.00 per container + Cost of Scale Tickets to

the appropriate local drayage fee to scale a container.

13. Permits. Carrier shall secure any permits for any over-dimensional or overweight load and

Shipper agrees that Carrier may bill Shipper the actual cost of any permits or those costs

for the use of any required escort vehicles. If the over-dimensional or overweight

movement requires the payment of tolls over normal truckload tolls, Shipper shall absorb

the difference in charges.

14. Forwarding and Documentation Services. On any international or coastal intermodal

service, Shipper shall be responsible for any costs involved in forwarding and

documentation services.

15. Split Pickups on Shipper Premises. If Carrier is required to make pickups at two or more

sites on a premise, an additional charge of $50.00 per pickup, exclusive of the initial

pickup will be assessed to Shipper.

16. Movement Under certain or Special Bonds or Special Permits. If shipper tenders a

shipment moving under a Custom Bond, Carrier shall charge Shipper $10.00. If a body

politic requires a bond or special permit, Carrier will assess the cost of such bond or

permit to Shipper.

17. Per Diem. Carrier requires a 48-hour notice via e-mail or fax to pickup any steamship line

equipment (whether for loading or unloading). This means should Carrier be notified on a

Thursday that equipment is ready for pick up, Carrier will assure its return to the port no

later than the following Monday. However, Carrier will not be responsible for per diem

charges resulting from equipment sitting over a weekend or holiday period. If Carrier has

to drop and hook any equipment at client's designated facility, Carrier will monitor the

equipment and if the equipment should go into a per deim status, the Carrier will

immediately invoice Shipper for those charges and it will be the responsibility of the

Shipper to pay these charges within the agreed upon payment terms. Per diem charges will

be invoiced and posted separately from freight charges.

18. Demurrage. 48-hour notification is required for pick up of import loads from the port or

rail. Notification must be in the form of a faxed delivery order or e-mail. This notification

must include the last day of free time.

19. USDA-US Customs Live Inspection. Carrier will assess an additional $85.00 per

container fee, plus fuel surcharge, for draying container locally to USDA facility.

20. USDA - US Customs Drop & Return Inspection. Carrier will assess an additional

$170.00 fee per container, plus fuel surcharge, for draying a container to USDA facility.

21. Local, Container Drayage Charges. Carrier will assess a $75.00 per container additional

fee, plus fuel surcharge, in completing a one-way local container drayage from steamship

line terminal yard to Carrier's container yard.

Carrier will assess a $40.00 per container, per day; additional fee for each container, that

Shipper instructs Carrier to hold in storage on the Carrier's property. This charge will

commence from the day of pick up until the day prior to delivery.

Carrier will assess a $75.00 per container additional fee, plus fuel surcharge, for

each one-way local container drayage move that carrier is required to bobtail in

order to pick up an empty container at the Shipper's facility.

Carrier will assess a $100.00 per container additional fee for the handling of a loaded

or empty refrigerated container that must be picked up from the port terminal.

APPENDIX C

FUEL SURCHARGE PROGRAM

The fuel surcharge shall be determined by reference to (i) the U.S. Department of Energy ("DOE") diesel fuel price associated with the Lower Atlantic Region. This rate is posted each Tuesday of the week. Based on this average, the below chart will be used to determine the fuel surcharge applicable to any shipments completed within a given week.. The national average diesel fuel price can be found on the Internet at the web site www.eia.doe.gov.

The following schedule will apply:

DOE Price Surcharge

Up to $1.99 None

$2.00 to $2.06 13 %

$2.07 to $2.13 14%

$2.14 to $2.20 15%

$2.21 to $2.27 16%

$2.28 to $2.34 17%

$2.35 to $2.41 18%

$2.42 to $2.48 19%

$2.49 to $2.55 20%

$2.56 to $2.62 21%

$2.63 to $2.69 22%

$2.70 to $2.76 23%

$2.77 to $2.83 24%

$2.84 to $2.90 25%

$2.91 to $2.97 26%

$2.98 to $3.04 27%

$3.05 to $3.11 28%

$3.12 to $3.18 29%

$3.19 to $3.25 30%

$3.26 to $3.32 31%

$3.33 to $3.39 32%

$3.40 to $3.46 33%

$3.47 to $3.53 34%

The same formula will be used should the index reach or exceed $3.54. Adjustments will be made each Tuesday based upon the weekly DOE price.