Freight Hauling Logistics announces new President â€“ Special

2200 S. 75th Avenue ♦ Phoenix, AZ 85043 800.477.8025 – phone ♦ 602.477.3535 – fax

Dear Carrier, Thank you for inquiring about becoming a carrier for Swift Solutions. We appreciate your interest and will work to develop opportunities that are beneficial to both companies. To ensure that we operate these opportunities in the safest manner possible, Swift Solutions requires the following from its carriers:

o Minimum Insurance Requirements:

General Liability - $1,000,000 Automobile Liability - $1,000,000 Workers Comp – Statutory, Employer’s Liability Cargo Insurance - $100,000 Swift Transportation Corporation noted as a “Certificate Holder”

o Minimum Safety Requirements:

“Satisfactory” or “Unrated” DOT Rating DR SEA Score – less than 75 VH SEA Score – less than 75 Vehicle OOS% – less than National Average Driver OOS% – less than National Average Haz-Mat OOS% – less than National Average 3 Years of Loss History provided by your insurance provider

• Only required from Un-Rated Carriers without SafeStat scores (SEA and OOS%) Carrier’s safety information subject to regular review/audit by Swift Solutions

If you meet these requirements and would like to become a carrier for Swift Solutions, please provide the following information for our files:

o A signed copy of our Broker-Carrier Contract, with all pages initialed and returned *

Faxed copies are acceptable to start, but an original is needed for our permanent records o A copy of your Letter of Authority o A signed copy of our Carrier Service Agreement * o A copy of your Certificate of Insurance

A cover letter for you to send to your insurance provider is included * o A completed W-9 (W-8, if you are a Canadian Carrier) * o A completed Automatic Deposit form (if applicable) * o A completed Swift Solutions Carrier Profile *

The items above marked with an “*” are included in this packet. Please complete and return them, along with the other required documents to the address below. Swift Solutions 2200 S. 75th Avenue Phoenix, AZ 85043 Attn: Carrier Relations 602.442.9774 – fax Thank you again for your interest in Swift Solutions. We look forward to working with you. Sincerely,

Carrier Relations

Revised 12-10-09

Carrier Name: Swift Solutions Carrier Code: (internal use only)

Physical Address: SCAC Code:

Address: Remittance Address:

City/St/Zip Address:

Contact Name 1: City/St/Zip

Contact Name 2:

Phone 1:

Phone 2: General Liability:

Fax: Auto Liability:

After Hours Contact: Cargo Liability:

After Hours Phone/Pager #: Workers Comp:

E-Mail Address:

MC/Authority #

# of Company Drivers: # of O/O's: Authority: Common Contract

# of Teams: Haz Mat: SS# or Federal Tax ID#

Mexican Interchange: Canadian Auth. DOT Safety Rating

Pallet Exchange: Drivers Unload:

48' Vans 53' Vans Satellite: Cell/Pager:

Flat Beds Step Decks Other (Explain):

Refrigerated Other

Service Provided:

Service Provided:

Service Provided:

Revised 1-26-09

Operational Overview:

Equipment Types:

Zone 3AL,FL,GA,MS,TN

Zone 8AZ,CO,ID,NV,NM,UT,WY

Zone 4IN,KY,MI,OH

Regulatory Requirements:

Zone 0CT,ME,MA,NH,NJ,RI,VT

Zone 1DE,NY,PA

Service Areas - please identify which regions you service (Click on the down arrow beside each cell to indicate "YES" or "NO")

Zone 2DC,MD,NC,SC,VA,WV

Communications:

CARRIER PROFILE

Insurance Requirements:

Zone WAB,BC,MB,SK,NT,YT

Zone 5MT,ND,SD,WI

Zone 6IL,KS,MO,NE

Zone 9AK,CA,HI,OR,WA

Zone 7AR,LA,OK,TX

Zone CON,PQ

Zone ENB,NF,NS,PE

FOR YOUR INSURANCE COMPANY

Attn: _________________________________________________________ Carrier Name: _________________________________________________________ Please furnish the following Insurance Certificate. (Noted below are Swift Solutions’ minimum requirements) General Liability $1,000,000 Auto Liability $1,000,000 Cargo Coverage $100,000 Workers Comp As required Three (3) Years of Loss History provided by your insurance provider

o Only required from Un-Rated Carriers without SafeStat scores (SEA and OOS%) Please show the Certificate Holder as follows: Swift Transportation Corporation P.O. Box 29243 Phoenix, AZ 85038-9243 Please fax a copy of certificate to 602-442-9774 and mail original certificate to Swift Transportation Corporation at the address below: Swift Transportation Corporation P.O. Box 29243 Phoenix, AZ 85038-9243 Attn: Swift Solutions Thank you,

Carrier Relations Revised 12-11-09

2200 S. 75th Avenue ♦ Phoenix. AZ 85043 800.477.8025 - phone ♦ 602.477.3535 - fax

INSTRUCTIONS TO PRINTERSFORM W-9, PAGE 1 of 4MARGINS: TOP 13mm (1⁄ 2 "), CENTER SIDES. PRINTS: HEAD to HEADPAPER: WHITE WRITING, SUB. 20. INK: BLACKFLAT SIZE: 216mm (81⁄ 2 ") 3 279mm (11")PERFORATE: (NONE)

Give form to therequester. Do notsend to the IRS.

Form W-9 Request for TaxpayerIdentification Number and Certification

(Rev. October 2007) Department of the TreasuryInternal Revenue Service Name (as shown on your income tax return)

List account number(s) here (optional)

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

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2.

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoidbackup withholding. For individuals, this is your social security number (SSN). However, for a residentalien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it isyour employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Social security number

or

Requester’s name and address (optional)

Employer identification number Note. If the account is in more than one name, see the chart on page 4 for guidelines on whosenumber to enter. Certification

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the InternalRevenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS hasnotified me that I am no longer subject to backup withholding, and

2.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backupwithholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirementarrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you mustprovide your correct TIN. See the instructions on page 4. SignHere

Signature ofU.S. person ©

Date ©

General Instructions

Form W-9 (Rev. 10-2007)

Part I

Part II

Business name, if different from above

Cat. No. 10231X

Check appropriate box:

Under penalties of perjury, I certify that:

13 I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

TLS, have youtransmitted all R text files for this cycle update?

Date

Action

Revised proofsrequested

Date

Signature

O.K. to print

Use Form W-9 only if you are a U.S. person (including aresident alien), to provide your correct TIN to the personrequesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you arewaiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S.exempt payee. If applicable, you are also certifying that as aU.S. person, your allocable share of any partnership income froma U.S. trade or business is not subject to the withholding tax onforeign partners’ share of effectively connected income.

3. I am a U.S. citizen or other U.S. person (defined below).

A person who is required to file an information return with theIRS must obtain your correct taxpayer identification number (TIN)to report, for example, income paid to you, real estatetransactions, mortgage interest you paid, acquisition orabandonment of secured property, cancellation of debt, orcontributions you made to an IRA.

Individual/Sole proprietor

Corporation

Partnership

Other (see instructions) ©

Note. If a requester gives you a form other than Form W-9 torequest your TIN, you must use the requester’s form if it issubstantially similar to this Form W-9.

● An individual who is a U.S. citizen or U.S. resident alien, ● A partnership, corporation, company, or association created or

organized in the United States or under the laws of the UnitedStates, ● An estate (other than a foreign estate), or

Definition of a U.S. person. For federal tax purposes, you areconsidered a U.S. person if you are:

Special rules for partnerships. Partnerships that conduct atrade or business in the United States are generally required topay a withholding tax on any foreign partners’ share of incomefrom such business. Further, in certain cases where a Form W-9has not been received, a partnership is required to presume thata partner is a foreign person, and pay the withholding tax.Therefore, if you are a U.S. person that is a partner in apartnership conducting a trade or business in the United States,provide Form W-9 to the partnership to establish your U.S.status and avoid withholding on your share of partnershipincome. The person who gives Form W-9 to the partnership forpurposes of establishing its U.S. status and avoiding withholdingon its allocable share of net income from the partnershipconducting a trade or business in the United States is in thefollowing cases: ● The U.S. owner of a disregarded entity and not the entity,

Section references are to the Internal Revenue Code unlessotherwise noted.

● A domestic trust (as defined in Regulations section301.7701-7).

Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ©

Exempt payee

Purpose of Form

Carrier Service Agreement

__________________ (Carrier) hereby agrees to fulfill Transportation Services for Swift Solutions’ customers.

As the carrier, we agree to the following service terms:

1. Carrier must notify Swift Solutions prior to pickup or delivery if truck is going to be late.

2. All special instructions on dispatch letter must be performed with the

existing negotiated rate. Any accessorial charges must be approved by Swift Solutions prior to occurrence.

3. Cargo is inspected at pick-up and delivery, if the load is not pre-sealed by

the customer or a drop and hook.

4. The carrier must review the Bill of Lading to ensure all terms are met/delivered. Any variances are noted on the Bill of lading.

5. A signed Bill of Lading must be furnished with carrier invoice to receive

payment.

6. Overage, Shortage and Damages must be reported to Swift Transportation while at the customer delivery location.

_______________________________________ ____________________

Carrier Signature Date

Revised 1-28-09

MASTER TRANSPORTATION CONTRACT

THIS CONTRACT (hereinafter the "Agreement"), entered into this ___day of _____________, 2009 (hereinafter the "Effective Date"), by and between Swift Transportation Corporation d/b/a Swift Solutions (hereinafter "Swift"), a Nevada corporation, whose principal place of business is located in Phoenix, Arizona, and ____________________________ (hereinafter "Carrier"), a corporation, whose principal place of business is located at: .

WITNESSETH:

WHEREAS, Carrier possesses the expertise, qualified personnel, facilities, equipment and underlying authority to properly and lawfully transport freight by motor vehicle for hire; and

WHEREAS, Swift is a licensed freight forwarder that contracts for the transportation of freight under contractual arrangements with various consignors and consignees (hereinafter "Customer");

WHEREAS, Carrier is a motor carrier and/or contract carrier authorized to operate in intra-provincial, interstate and/or intrastate transportation and has all requisite operating authorities, certificates, permits and licenses, and registrations required to perform the services, copies of all of which are attached hereto as Attachment 1 to Appendix A; and

WHEREAS, Swift desires to engage the services of Carrier, within the limits of Carrier’s various operating authorities, for transportation of Customer's freight and distinct transportation needs as provided in a dispatch letter to be in a form as attached hereto as Appendix B, and issued from time to time by Swift pursuant to this Agreement (a “Dispatch Letter”);

WHEREAS, Swift desires to engage the services of Carrier for transportation of freight as hereinafter set forth;

NOW THEREFORE, in consideration of the premises and mutual benefits to be derived by the Parties from this Agreement and the mutual promises made and exchanged between the Parties, the Parties do hereby covenant and agree as follows:

1 Carrier Initials ___ / Swift Initials___

1. Transportation and Related Services.

1.1 Dispatch Letter. Each Dispatch Letter shall be issued by Swift, shall be deemed accepted by Carrier upon the expiration of twenty-four (24) hours after Swift emails or faxes such letter to Carrier (if not previously rejected by Carrier in a written form that is received by Swift), and shall be considered a separate and enforceable contract which includes the applicable rates, charges and shipping instructions, and incorporates the terms and conditions of this Agreement. In the event of a conflict between the language of this Agreement and any Dispatch Letter, the language of the Dispatch Letter shall prevail with respect to that Dispatch Letter. The rates and charges included in the Dispatch Letter shall be Carrier’s sole and exclusive compensation for rendering the services. Carrier agrees that any other rates, tariffs, circulars, pricing authorities or other similar documents published or offered by Carrier shall not apply to the performance of services under this Agreement.

1.2 Commencement of Services. No commitment to obtain transportation and related services from Carrier is made by Swift except by Swift’s issuance and Carrier’s deemed acceptance of a Dispatch Letter and Swift's issuance of a shipping document (e.g., bill of lading, shipping notice or shipping order) pursuant to that Dispatch Letter in either written or electronic form ("Commencement Date"). All shipping documents issued by Swift shall be subject to the terms and conditions of this Agreement and the applicable Dispatch Letter. Carrier agrees to retain a copy of this Agreement and all Dispatch Letters issued pursuant to this Agreement for three (3) years after termination of this Agreement, and all shipping documents for three (3) years after the movement of the shipment.

1.3 Performance of Services. Carrier agrees to meet the distinct needs of Swift and its Customer by providing, as a contract motor carrier, the transportation and related services set forth in this Agreement and each Dispatch Letter. Carrier shall safely transport Customer's freight in accordance with the terms of the Dispatch Letter without delay in a competent and efficient manner and within the restrictions and requirements of Customer. Carrier will protect and preserve all cargo. All occurrences which would be probable or certain to cause delay shall be immediately communicated to Swift by Carrier. Under no circumstances will Carrier render services beyond the scope of its registration and authority. Carrier has accurately and completely provided the Carrier Profile information required by Swift and attached hereto as Attachment 2 to Appendix A.

1.4 Non-Exclusive Dealing. This Agreement does not grant Carrier an exclusive right to perform transportation and related services for Swift or its Customer. Swift does not guarantee any specific amount of shipments, tonnage, or revenue to Carrier, and Swift's anticipated requirements are projections only and are not firm commitments by Swift.

1.5 Communication. Carrier, at its sole cost and expense, will provide Swift with prompt regular status reports, including notification of arrival for pick-up, effective time of pick-up, arrival at delivery point, and completion of delivery.

2. Term. The term of this Agreement shall commence on the Effective Date, shall continue for a period of One (1) year, and shall thereafter automatically extend for


additional, consecutive one (1) year terms unless any such term is terminated at the end of such term after receipt of prior written notice of at least sixty (60) days received prior to the end of the applicable term. Swift may immediately terminate this Agreement by written notice to the Carrier if Carrier fails to perform its obligations under any Dispatch Letter or breaches any term, condition or covenant of this Agreement and Carrier has received thirty (30) days prior written notice of such failure to perform and fails to cure such failure within that time.

Swift may terminate immediately a Dispatch Letter and/or this Agreement by written notice to Carrier if Carrier fails to maintain any licenses, certificates, permits and authorizations required by any local, state or federal agency or if Carrier fails to comply with any laws and regulations applicable to or governing the services provided hereunder or if Carrier fails to maintain the insurance or safety rating required by this Agreement.

Carrier may terminate this Agreement if Swift breaches any material term condition or covenant of this Agreement and Swift has received thirty (30) days prior written notice of such breach and Swift fails to cure such breach within that time.

3. Compliance with Applicable Laws and Regulations.

3.1 Authority. Carrier agrees to comply with the applicable provisions of all provincial, federal, state and/or local laws and ordinances and all orders, rules and regulations issued thereunder and any provision, representation or agreement, or contractual regulations issued thereunder and any provision, representation or agreement, or contractual clause required thereby to be included or incorporated by reference or by operation of law in this Agreement. Without limiting the foregoing, Carrier shall, at Carrier’s sole cost and expense, comply with all statutes, rules and regulations (including any applicable customs and security laws and obtaining all permits and licenses) applicable to intraprovincial, interstate and/or intrastate transportation by motor vehicles which are necessary for Carrier to provide the transportation and related services to Swift under this Agreement and each Dispatch Letter.

Carrier agrees to implement and adhere to Customs Trade Partnership Against Terrorism (C-TPAT) security criteria applicable to highway carriers published at www.cbp.gov.

Carrier represents and warrants that it has a “Satisfactory” or “Un-Rated” safety rating issued by the U.S. Department of Transportation and that Carrier shall maintain such a rating during the term of this Agreement. Carrier shall notify Swift in writing immediately upon issuance of a change in safety rating.

3.2 Non-Discrimination. Carrier agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or disability, and shall comply with all laws, regulations and executive orders pertaining to equal employment opportunities and affirmative action to which Carrier may directly or indirectly be subject.


3.3 Safe Transportation. Carrier will not accept any shipment from Swift or Customer if that shipment would require Carrier or any of its agents, employees or subcontractors to exceed or violate any speed or safety laws or related regulations.

4. Relationship.

4.1 Independent Contractor. Carrier understands and agrees that Carrier is an independent contractor of Swift and that Carrier has exclusive control and direction of the work Carrier performs pursuant to this Agreement and each Dispatch Letter. Carrier assumes full responsibility for the payment of all wages, fees, local, state, federal and intraprovincial payroll taxes, and contributions or taxes for unemployment insurance, workers' compensation insurance, pensions, and other social security or related protection, and any and all other expenses with respect to the persons engaged in the performance of transportation and related services for Carrier in connection with this Agreement, and Carrier shall indemnify, defend and hold Swift and its Customer harmless therefrom. Carrier shall provide Swift with Carrier's Federal Tax ID number and attach a copy of Carrier's IRS Form W-9 to this Agreement as Attachment 3 to Appendix A.

4.2 Drivers. Carrier agrees to provide legally and properly qualified, trained and licensed drivers and other personnel to perform the transportation and related services under this Agreement and each Dispatch Letter in a safe, efficient and economical manner. Carrier personnel (whether agents, employees or independent contractors of Carrier) shall conduct themselves in a professional manner at all times, and shall comply with all of Customer's plant rules and regulations while on Customer's premises. Any Carrier personnel who does not comply with all of Customer's plant rules and regulations may have their loads rejected and may be directed to immediately leave the Customer's premises at the exclusive risk and expense of Carrier.

4.3 Equipment. Carrier agrees to provide, operate and maintain in safe and good working condition and repair motor vehicles and all related equipment necessary to perform the transportation and related services under this Agreement and each Dispatch Letter in a safe, efficient and economical manner and consistent with any applicable statutes, rules and regulations. All trailers furnished by Carrier shall meet the specifications described and identified in the applicable Dispatch Letter and shall be clean, dry and free of any defects or contaminating odor, have not been used to transport garbage, trash, hazardous waste, solid waste or other poisonous or toxic materials, and shall in all other respects be suitable and legal for the transportation of Customer's commodities tendered to Carrier. All motor vehicles and related equipment used to transport loads shall be owned or permanently leased to Carrier. Carrier may not subcontract or broker any such loads to any other carrier. Shipments shall not move by rail without prior written consent of Swift.

4.4 Agreement Not to Solicit Customers. Throughout the term of this Agreement and for a period of ninety (90) days after termination of this Agreement, Carrier agrees not to directly, or in conjunction with any other person or entity, solicit business to haul loads for any of Swift’s Customers for which Carrier hauls any load pursuant to this Agreement.


5. Insurance. Carrier, at Carrier's expense, shall maintain any required surety bond and the following minimum insurance requirements during the term of this Agreement:

(a) Broad form comprehensive general liability insurance, including contractual liability coverage for all liability assumed by Carrier under this Agreement and each Dispatch Letter, with minimum limits of liability of not less than one million dollars ($1,000,000) per occurrence combined single limit for personal injury and property damage.

(b) Automobile liability insurance (including owned, non-owned and hired vehicles) with minimum limits of not less than one million dollars ($1,000,000) per occurrence combined single limit for personal injury and property damage.

(c) Cargo liability insurance with minimum limits of not less than one hundred thousand dollars ($100,000) per shipment combined single limit for all liability assumed by Carrier in Section 7 of this Agreement.

(d) Workers compensation insurance, where applicable, in an amount not less than the statutory limits for the state(s) or provinces of domicile, including employer's liability insurance in an amount not less than two hundred and fifty thousand dollars ($250,000). If Carrier is self-insured, a certificate of the state of domicile must be furnished by such state agency directly to Swift.

(e) Any insurance coverages required by any government body for the types of transportation and related services specified in a Dispatch Letter.

All insurance required by this Agreement or a Dispatch Letter must be written by an insurance company having a Best's rating of "B" or better and must be authorized to do business under the laws of the state(s) or provinces in which Carrier provides the transportation and related services under all of the Dispatch Letters. Carrier's insurance shall be primary and required to respond and pay prior to any other available coverage. Carrier agrees that Carrier, Carrier's insurer(s), and anyone claiming by, through or under Carrier shall not have a claim, right of action, or right of subrogation against Swift or its Customer based on any loss or liability insured under the foregoing insurance. Carrier shall and represents that it has, prior to providing transportation and related services pursuant to this Agreement, provided Swift Transportation Corporation with a certificate of insurance for each of the foregoing insurance policies and attached a copy thereof to this Agreement as Attachment 4 to Appendix A. Carrier represents and warrants that it will continuously fulfill the requirements of this Section 5 throughout the duration of this Agreement. Swift shall be notified in writing by Carrier's insurance company at least thirty (30) days prior to the cancellation, change or nonrenewal of the submitted insurance policies.

6. Carrier's Rates and Charges.

6.1 Rates and Charges. The rates between specified points, and charges, if applicable, including any fuel surcharge, detention and/or accessorial charges, are set forth in each Dispatch Letter issued by Swift from time to time pursuant to this Agreement. Carrier agrees that there are no other applicable rates or charges except


those established in a Dispatch Letter, and to the extent that charges are not included in a Dispatch Letter, then no additional charges shall be added to Carrier's rates and the services shall be deemed to be included in Carrier’s rates.

Carrier shall have no lien on and hereby waives its rights to any lien upon the cargo transported or stored by Carrier or any portion thereof.

6.2 Payment. Carrier shall bill Swift the rates and charges set forth in an applicable Dispatch Letter for Carrier's transportation and related services performed pursuant to that Dispatch Letter. Swift shall pay Carrier's freight bill within the period specified in that Dispatch Letter, or, if not specified, within twenty-one (21) days following Swift's receipt of Carrier's freight bill, provided Carrier provides Swift signed delivery receipts and all other appropriate shipping documents with Carrier’s freight bill. If specified in a Dispatch Letter, or a separate agreement, Carrier may submit freight bills electronically, provided, however, that each party is able to acknowledge the other's Electronic Data Interchange (“EDI”) transmissions.

6.3 Freight Collect. If Swift designates that charges for services shall be paid by a person other than Swift, Swift shall have the right to require Carrier to collect all or any portion of such charges from that person and without recourse to Swift (“Collect Delivery”), if, in connection with such shipment, Swift does so pursuant to the provisions of Section 7 of the Uniform Bill of Lading or by giving written notice of such requirement to Carrier prior to or at the time of Carrier’s acceptance of such shipment.

6.4 Undercharge Claims. Carrier agrees to bill Swift for all of Carrier's transportation and related services in accordance with the applicable Dispatch Letter in a timely, accurate and complete fashion. Carrier acknowledges and agrees that in order for Swift to provide its Customer with the best, most efficient and economical transportation and related services, Carrier must bill Swift for all of Carrier's transportation and related services in a timely, accurate and complete fashion so as to prevent Swift's and its Customer's involvement in the burdensome investigation, calculation and processing of undercharge claims. Carrier therefore agrees not to file or prosecute any undercharge claim for additional transportation or related services billed inaccurately after a period of six (6) months following Customer’s receipt of the shipment, except that any claim for an undercharge resulting solely from mathematical errors may be corrected and recovered within one (1) year after Customer’s receipt of the applicable shipment. Carrier, on behalf of itself, its successors, assigns, representatives and agents, hereby waives, releases and agrees to indemnify and defend Swift and its Customer from and against any and all claims, causes of action, suits and expenses related to or arising out of any undercharge, improperly filed tariff or schedule or other related liability for Carrier's transportation and related services not included in Carrier's freight bill.

7. Cargo Loss, Damage or Destruction.

7.1 Carrier's Cargo Liability. Carrier assumes liability as a common carrier for all loss, damage to or destruction of any and all of Customer’s cargo, goods or property while under Carrier’s care, custody or control. Upon delivery to Customer of each shipment, Carrier shall obtain a signature from such Customer showing the kind


and quantity of cargo delivered, and any damages, overages or shortages thereof. Carrier shall notify Swift of any such damages, overages or shortages via phone immediately upon delivery, and confirm in writing to Swift via facsimile within twenty four (24) hours of delivery. Carrier shall, at Swift’s option and direction, and upon demand, either pay Swift or Customer directly, without abatement, deduction, set-off, recoupment or counterclaim, the amount of Customer’s full loss. Cargo which has been tendered to Carrier intact and released by Carrier in a damaged condition, visible or concealed, or lost or destroyed subsequent to such tender to Carrier, shall be conclusively presumed to have been lost, damaged or destroyed by Carrier unless Carrier can establish otherwise by clear and convincing evidence. Carrier shall not be liable to Swift for cargo claims to the extent damages for such cargo claims are incidental, consequential, special, or punitive. All claims shall be paid by Carrier within ninety (90) days of the receipt of a documented claim. Notwithstanding any other provision herein, under no circumstances shall any freight claim liability be subject to deductibles, released rates, surcharges or similar devices designed to reduce or limit Carrier’s liability.

7.2 Salvage Claims. Carrier shall waive any and all right of salvage or resale of any of Customer's damaged goods and shall, at Swift's reasonable request and direction, promptly return or dispose, at Carrier's cost, any and all of Customer's damaged and overage goods shipped by Carrier. Carrier shall not under any circumstance, without Swift's prior written consent, allow Customer's goods to be sold or made available for sale or otherwise disposed of in any salvage markets, employee stores, or any other secondary outlets. In the event that damaged goods are returned to Customer and salvaged by Customer, Carrier shall receive a credit for the actual salvage value of such goods.

8. Indemnification. Carrier agrees to indemnify, defend and hold Swift (including its officers, directors, employees, subcontractors and agents) harmless from and against any and all liabilities, damages, fines, penalties, costs, claims, demands and expenses (including costs of defense, settlement, and reasonable attorneys' fees) of whatever type or nature, including damage or destruction of any property, or injury (including death) to any person, arising out of or related to, directly or indirectly: (i) any act or omission by Carrier, its agents, employees or subcontractors, (ii) any claims or actions by Carrier's agents, employees or subcontractors, (iii) the failure of Carrier, its agents, employees or subcontractors to comply with this Agreement, the Dispatch Letters, or any applicable United States or Canadian federal, provincial, state or local law, statute, regulation, rule, ordinance, or government directive which may directly or indirectly regulate or affect the obligations of Carrier under this Agreement or the Dispatch Letters, or (iv) Carrier's, or Carrier's agents, employees or subcontractors, performance of this Agreement or any Dispatch Letter. The obligations of Carrier under this Section shall survive the termination of this Agreement and any Dispatch Letter.

The foregoing indemnity shall not apply to any liability, damage, fine, penalty, cost, claim, demand or expense directly caused solely by the negligent acts or omissions of Swift. Termination of this Agreement shall not affect the continuing obligations of Carrier as indemnitor under this Agreement.


9. Miscellaneous.

9.1 Confidentiality. Swift and Carrier shall limit disclosure of information concerning this Agreement, including the Dispatch Letters, and performance thereof, including Carrier's rates and charges, to only those Swift and Carrier agents, employees and subcontractors directly involved in its execution and performance, and to such other parties internally who have a specific need to know of this Agreement and the Dispatch Letters. Throughout the term of this Agreement and for three (3) years thereafter, Carrier specifically agrees to keep confidential all of Swift's and its Customer's technical and business information which Carrier has received or may receive as a result of this Agreement, and the Dispatch Letters, and the performance thereof, and not to reveal or to divulge such information to third parties or to use or publish such information in any manner whatsoever, without obtaining Swift's prior written consent; provided, however, that Carrier shall not be bound to keep confidential any such information (i) which was known to Carrier prior to the date of the applicable Dispatch Letters from sources other than Swift or its Customers (ii) which is, or becomes, available to the public without fault on Carrier's part, or (iii) which is disclosed to Carrier by a party not related, directly or indirectly, to Swift or its Customers, and such party has a rightful claim to such information. Carrier shall only use Swift's and its Customer's technical and business information to provide the transportation and related services required under this Agreement and the Dispatch Letters.

9.2 Successors-and Assigns. This Agreement and each Dispatch Letter shall be binding upon Carrier and Carrier's successors and assigns. Carrier shall not assign this Agreement or any Dispatch Letters without the prior written consent of Swift. Any assignment of this Agreement or any Dispatch Letters, in whole or in part, by Carrier without the prior written consent of Swift shall be void and of no effect.

9.3 Modification. No waiver, alteration or modification of any of the terms of this Agreement, or any of the Appendices or Attachments referred to herein, or any Dispatch Letters, shall be binding upon either party, unless in writing signed by the duly authorized representative of the party against whom such modification is sought to be enforced. Any printed terms on the reverse side (or otherwise) of Carrier's forms, manifests or other documents shall be deemed deleted and any such documents shall be subject and subordinate to the terms and conditions of this Agreement and any applicable Dispatch Letters.

9.4 Waiver. No provision of this Agreement or any Dispatch Letter shall be waived by any party hereto, unless such waiver is written and signed by the authorized representative of the party against whom such waiver is sought to be enforced. Waiver by either party of any breach or failure to comply with any provision of this Agreement or any Dispatch Letter by the other party shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of or failure to comply with any other provisions of this Agreement or any Dispatch Letter.

9.5 Savings Clause. If any provision of this Agreement or any Dispatch Letter is held to be invalid, the remainder of the Agreement or the Dispatch Letter


shall remain in full force and effect with the offensive term or condition being stricken to the extent necessary to comply with any conflicting law.

9.6 Applicable Law. The Parties desire that the provisions of this Agreement and all Dispatch letters 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. § 14101(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, (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 Arizona shall apply. Any suit or action enforcing the terms and conditions of this Agreement and all Dispatch Letters shall be adjudicated exclusively in the court of general jurisdiction for Maricopa County, Arizona.

9.7 Mutual Cooperation and Resolution of Disputes. Both parties understand and agree that they must cooperate in order to ensure the best, most efficient, and economical transportation and related services. If any dispute arises in connection with this Agreement or any Dispatch Letter, the dispute shall, after the representatives of Swift and Carrier primarily responsible for the negotiation and performance of the applicable Dispatch Letter are unable, after reasonably diligent effort, to resolve the dispute, be referred to an Executive of Swift and of Carrier to resolve the dispute in question. If the Executive Panel is unable to resolve any dispute after reasonably diligent effort, the matter may, by mutual agreement, be referred to binding arbitration, or either party may resort to litigation. In the event the matter is referred to arbitration or litigated, the non-prevailing party shall bear all related costs, including, the prevailing party's reasonable attorneys fees.

9.8 Force Majeure. This Agreement and the affected Dispatch Letter shall be temporarily suspended during any period(s) where Carrier or Swift is unable to carry out its obligations under this Agreement and the affected Dispatch Letter by reason of an Act of God, fire, flood, natural catastrophes, civil commotion, or any similar event or occurrence beyond the reasonable control of the affected party, and neither party shall have any liability to the other party for delay in performance or failure to perform while this Agreement and the affected Dispatch Letter is temporarily suspended. Should Carrier invoke this clause, Swift shall have the right to use other means to fulfill Swift's transportation requirements.

9.9 Bankruptcy. In the event either party files a voluntary petition in bankruptcy, or makes an assignment for the benefit of creditors or is voluntarily or involuntarily adjudicated bankrupt or has a receiver appointed for its business or becomes insolvent the other party may elect to terminate this Agreement without penalty on one-day’s notice in writing to the other party.

9.10 Entire Agreement. This Agreement, including the Appendices attached to this Agreement and the applicable executed Dispatch Letter constitute the entire agreement between the parties with respect to the subject matter of this Agreement.


The provisions of this Agreement shall supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings between Carrier and Swift with respect to the subject matter of this Agreement and the applicable executed Dispatch Letter.

9.11 Notices. All notices required by or related to this Agreement shall be in writing and shall be deemed sufficiently given if sent by prepaid registered or certified mail, return receipt requested, or by a nationally recognized overnight delivery service to the applicable party at the address set forth below. Proof of sending any notice shall be the responsibility of the sender.

Swift VP Swift Solutions Swift Transportation Corporation 2200 S. 75th Avenue Phoenix, AZ 85043 Phone: 602-477-7761 Facsimile: 602-442-9774

Carrier Phone: Facsimile:

IN WITNESS WHEREOF, the undersigned individuals have executed this Agreement as of the dates indicated, and by doing so, represent and warrant that they have been or are specifically authorized to do so on behalf of the corporation or organization they represent.

Swift Transportation Corporation By: Title:

Carrier By: Title:

Revised 12/10/09


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