MOTOR CARRIER TRANSPORTATION AGREEMENT

MOTOR CARRIER TRANSPORTATION AGREEMENT

This Motor Carrier Transportation Agreement ("Agreement") is entered into as of this 28^th day of February, 2005 by and between Swift & Company, Inc., a Delaware Corporation, with principal offices located at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 ("Shipper") and the following named carrier ("Carrier"):

Name: LOAD SOURCE LOGISTICS

Address: 0000 XXXXX XXXX XXX 000

Xxxx, Xx, Xxx XXXXXXXX, XX 00000

Tel. No.: 0000000000

Fax No.: 0000000000

Contact Person: XXXXXXX XXXXX

Title:

E-mail:

NMFTA SCAC: 1063

R E C I T A L S

A. Shipper, through its operating divisions and subsidiaries, desires to utilize the services of Carrier to transport certain of its goods ("Shipments") in accordance with its needs as described in this Agreement.

B. Carrier is fit, willing, and able to provide motor carrier transportation as required to fulfill the needs of Shipper described in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and understandings of the parties and on the conditions hereunder expressed, the parties hereby mutually covenant and agree as follows:

TERMS AND CONDITIONS

Term and Termination. This Agreement shall become effective on the date first written above, shall remain in full effect for one (1) year from its effective date, and shall be automatically renewed from year to year thereafter; provided, that either party may terminate this Agreement at any time upon thirty (30) days' written notice to the other party. Notwithstanding the foregoing, Shipper may terminate this Agreement immediately upon written notice to Carrier in any of the following events:

Carrier loses any authority lawfully required by any governmental agency (whether foreign, Federal, State or local) to perform its obligations under this Agreement;Carrier receives written notice from Shipper of a specific defect in authority necessary to perform Carrier's obligations under this Agreement;Carrier breaches any covenant, obligations, condition or requirement imposed upon it by this Agreement, and such breach continues for a period of five (5) days after written notice thereof to Carrier;Shipper becomes, for any reason, insecure about Carrier's financial condition; orCarrier does not maintain any of the insurance coverages or provide certificates of insurance specified in Appendix E, or any such insurance is cancelled, materially changed or not renewed for any reason.Carrier fails to comply in any material respect with applicable federal, state and local laws in performing its duties under this Agreement.

Authorizations.

Carrier represents and warrants to Shipper that it is a motor carrier in interstate, intrastate, or foreign commerce registered with the U.S. Department of Transportation ("DOT") pursuant to 49 U.S.C. §13902 in Docket Number MC- and sub numbers thereunder, is fully authorized to transport Shipper's goods by motor vehicle between all points covered by this Agreement, and its operations are in compliance with all aspects of all applicable foreign, Federal, State and local laws. True, correct and complete copies of the documents evidencing Carrier's currently effective registration with DOT are attached hereto as Appendix X.Xx the extent that this Agreement provides for extra-provincial contract carrier service to, from or through any Canadian Province and/or Mexican state that requires Carrier to obtain a document evidencing that it is authorized and qualified to provide such service, true, correct and complete copies of such documents are attached as Appendix X.Xx the extent that this Agreement provides for intrastate or intraprovincial contract carrier service in any State or Province that requires Carrier to obtain a document evidencing that it is authorized and qualified to provide such service, true, correct and complete copies of such documents are attached hereto as Appendix C.

During the term of this Agreement, Carrier agrees to accept and transport pursuant to the terms of this Agreement all Shipments tendered to it by Shipper. For purposes of this Agreement, Carrier will deem Shipments to be that of Shipper and subject to the scope of this Agreement when tendered by or in the name of (i) Shipper, (ii) third parties for delivery to facilities of Shipper, or (iii) third parties when Shipments are made from the premises (plant or warehouse) of, or utilized by, Shipper and freight charges for such Shipments are billed to Shipper. Shipments transported under the terms of this Agreement may be billed prepaid, collect (inbound only) or third party wherein the billed party is identified as Shipper, as specified by Shipper. Wherever used in this Agreement, the term "Shipper" shall be construed to include all of Shipper's operating divisions and subsidiaries.All transportation performed within, to or from the United States by Carrier for Shipper during the term of this Agreement shall be deemed to be contract carriage performed pursuant to 49 U.S.C. §14101 and Carrier's contract carrier authority. Shipper and Carrier expressly waive any rights or remedies under 49 U.S.C. Subtitle IV, Part B to the extent that they are inconsistent with the provisions of this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall any transportation performed by Carrier for Shipper pursuant to this Agreement be deemed to be common carriage.All transportation performed by Carrier for Shipper within, to or from Canada or Mexico during the term of this Agreement shall be performed pursuant to the operating authority required to be held by the Carrier under applicable foreign, Federal, Provincial, State and local law.Carrier agrees, upon receipt of each Shipment from Shipper or third parties specified in Section 4(a)(ii) and (iii) to give Shipper or such third persons a written receipt for the Shipment signed by Carrier or Carrier's agent. The receipt shall be prima facie evidence of the receipt of the Shipment by Carrier in good order and condition, unless otherwise noted on the face of the receipt. Carrier further agrees to transport the Shipment without delay and deliver such property in like good order and condition to the consignee at destination with reasonable dispatch. Carrier shall obtain signed receipts from consignee or other appropriate persons designated by Shipper upon delivery. Such receipts shall show the actual time of delivery of the Shipment. Carrier assumes full responsibility and is liable to Shipper and/or consignee as their respective interests may appear for any and all loss of or damage to tendered Shipments while in Carrier's possession or control or resulting from Carrier's performance of, or failure to perform, its obligations under this Agreement. If Carrier believes that it will be unable to complete with reasonable dispatch and without loss of, or damage to, any Shipment, any service which it has agreed to perform under the terms of this Agreement, Carrier shall immediately notify Shipper. Upon such notification Shipper shall have the right to direct Carrier to turn over the Shipment to a carrier designated by Shipper for completion of transportation. Delivery of the Shipment to the carrier designated by Shipper shall relieve Carrier of any further obligations for transportation of the Shipment and Shipper of any obligation to pay any charges to Carrier with respect to the Shipment. If Shipper elects to allow Carrier to retain custody of the Shipment, Carrier shall retain responsibility for delivering the Shipment to the consignee as soon as reasonably practicable under the circumstances.The following Appendices and all other Appendices attached hereto and referenced in this Agreement are hereby incorporated into this Agreement and made a part of this Agreement for all purposes as if fully set forth in this Agreement:

Appendix D - Fuel Surcharge PolicyAppendix E - Liability and Insurance Coverage ProvisionsAppendix F -Claims Collection and Resolution ProceduresAppendix G - Special RulesAppendix H - Special ServicesAppendix I - Lane Rate ListAppendix J - Specific Price ListAppendix K -Mileage Matrix Price List

All defined or capitalized terms used in any Appendix shall have the same meaning as assigned in this Agreement. To the extent that any provision of any Appendix modifies or is inconsistent with any provision contained in this Agreement the provisions in the Appendix shall take precedence.

Freight Rates and Charges.

Appendix I is the Lane Rate List, which contains per mile and flat rates for determining point-to-point freight costs. Appendix K is the Mileage Matrix Price List, which contains a revenue per mile price guide for determining freight rates from a state or zip code to destinations designated by zip codes. Appendix J is the Specific Price List, which contains other freight rates mutually agreed between the parties to this Agreement. In the event of conflict, freight rates contained in or calculated by reference to Appendix J shall take precedence over freight rates contained in or calculated by reference to Appendix I, which shall in turn shall take precedence over freight rates contained in or calculated by reference to Appendix K. Shipper and Carrier acknowledge that this Agreement is a form agreement used by Shipper in contracting for transportation services from numerous carriers, and Shipper and Carrier may agree not to include Appendix I or Appendix J in this Agreement. However, the same order of precedence shall apply to such Appendices as are attached. Notwithstanding anything to the contrary in this Agreement, Appendix I flat rates only apply to one origin/one destination Xxxxxxxxx.Xx used in this Agreement, the term "freight rates" shall refer to line haul transportation prices determined in accordance with Appendices I, J or K (as applicable) and the term "freight charges" shall refer to the total amount to be paid by Shipper to Carrier for the transportation services provided under this Agreement, including freight rates plus any ancillary or accessorial charges (such charges as set forth on Appendix J).The mileage used in determining freight rates under this Agreement, shall be based on the Rand XxXxxxx Household Goods Mileage Guide #18 (and successive issues thereof) when the transportation movement is between points listed in the Key Point City Index, and on the Rand XxXxxxx Milemaker via shortest route of movement in all other cases.

Amendments To Freight Charges.

In the event that Shipper or Carrier desires to amend any of the lists contained in Appendices I, J or K, either by addition of new origins or destinations or by reductions or increases in prices, or to amend any ancillary or accessorial charges, Shipper and Carrier shall negotiate in good faith in accordance with the procedures set forth in this Section 6. Amendments to freight charges may be negotiated between the Director of Transportation of Shipper and the following representative(s) of Carrier: XXXXXXX XXXXX, Title:_____________________ or _____________________, Title:_____________________. Amendments to freight charges will be effective from the date mutually agreed to by Shipper and Carrier and shall remain in effect until such time as the freight charges are renegotiated.Shipper shall, within seven (7) days of negotiation of an amendment to a freight rate or charge, send Carrier written notice of such amendment. Such notice shall indicate in a clear and systematic manner the new rate or charge and effective date. The amendment shall be effective upon execution by authorized representative of Shipper and Carrier.

Carrier shall, at its sole cost and expense, furnish the required number and types of motor vehicle equipment ("Equipment") required to provide transportation service requested by Shipper. The Equipment shall be suitable for Shipper's use and in good operating condition and appearance and in compliance with all applicable federal, state and local laws and regulations. Carrier shall also provide, supervise and control all drivers, dispatchers, maintenance and supplies necessary for the proper operation of the Equipment. Carrier agrees to use either company-owned equipment or permanently leased equipment to transport the Shipments. Carrier agrees not to broker Shipments or use trip-lease equipment with respect to any Shipment without prior approval from Shipper's logistics department.The Equipment shall be well maintained, clean, empty, water tight, and insect, rodent and odor free. Carrier agrees that, when transporting Shipments which contain food products intended for human or animal consumption, it will not utilize any trailer which has been previously utilized for the transportation of Hazardous Materials within the meaning of 49 U.S.C. §5102 or Solid Waste within the meaning of 42 U.S.C. §6903 or which otherwise is not fully suitable for use in the transportation of any Food, Food Additive, Drug, Cosmetic or Device within the meaning of those terms as used in 21 U.S.C. §321. Furthermore, the Carrier represents and warrants and will ensure that all Equipment used in connection with Shipper's Shipments complies with the Sanitary Food Transportation Act of 1990 and the regulations promulgated thereunder. Equipment shall be rejected at no cost to Shipper if it does not pass Shipper's inspection standards or otherwise meet Shipper's requirements. The acceptance and loading of any Equipment by Shipper shall not constitute a waiver of any claims by Shipper for (x) damage to any Shipment or (y) any other breach of this Agreement.

Colorado

If to Shipper:

Director of Transportation

Swift & Company, Inc.

0000 Xxxxxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

Fax: 000-000-0000

If to Carrier:

LOAD SOURCE LOGISTICS

0000 XXXXX XXXX XXX 000

XXXXXXXX, XX 00000

9727229998

Non-Waiver. The failure of either party to insist upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right or privilege herein, or the waiver by either party of any breach of any of the terms, covenants, or conditions of this Agreement, shall not be construed as thereafter waiving any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no forbearance or waiver had occurred.

[Signature page follows]

IN WITNESS WHEREOF, the parties have set their hands the day and year above written.

SHIPPER:		CARRIER:

Swift & Company, Inc. 0000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000		LOAD SOURCE LOGISTICS 0000 XXXXX XXXX XXX 000 XXXXXXXX, XX 00000

By:		By:


Signature		Signature

Xxxxxxx Xxxxxxxx
Print Name		Print Name

Director of Transportation
Title		Title

APPENDIX A
INTERSTATE OPERATING AUTHORITY

APPENDIX B
CANADIAN/MEXICAN OPERATING AUTHORITY

APPENDIX C
INTRASTATE OR INTRAPROVINCIAL LICENSES OR PERMITS

APPENDIX D
FUEL SURCHARGE POLICY

The following surcharge policy shall apply to all Shipments that Shipper tenders Carrier under the terms of this Agreement.

Fuel adjustments will be based on the scale set out below. Adjustments will be determined each Monday (Tuesday will be used if Monday is a Federal holiday) (such date the "Determination Date") based on the U.S. Department of Energy ("DOE") diesel hotline (000) 000-0000, national average fuel index. Adjustments will be applied to all Shipments beginning the Monday following the Determination Date. The fuel surcharge will be increased by $0.01 (one cent) per mile for each increase of $0.05 (five cents) per gallon in the DOE fuel index on the Determination Date above $1.20 per gallon. The fuel surcharge will be decreased by $0.01 (one cent) per mile for each decrease of $0.05 (five cents) per gallon in the DOE fuel index on the Determination Date below $1.099 per gallon.

Weekly Fuel Price per Gallon (Dollars and Cents)	Surcharge (Per Mile)
Continuing at $0.05 decrements	Continuing at $0.01 decrements
0.850 to 0.899	-4 cents
0.900 to 0.949	-3 cents
0.950 to 0.999	-2 cents
1.000 to 1.049	-1 cents
1.050 to 1.099	0 cents
1.100 to 1.149	0 cents
1.150 to 1.199	0 cents
1.200 to 1.249	0 cents
1.250 to 1.299	+1 cents
1.300 to 1.349	+2 cents
1.350 to 1.399	+3 cents
1.400 to 1.449	+4 cents
1.450 to 1.499	+5 cents
1.500 to 1.549	+6 cents
1.550 to 1.599	+7 cents
1.600 to 1.649	+8 cents
1.650 to 1.699	+9 cents
Continuing at $0.05 increments	Continuing at $0.01 increments

Fuel surcharges must be shown as a separate line item on Carrier's freight invoice. It is the Carrier's responsibility to reflect this surcharge on freight bills. Shipper will not add fuel surcharge to Carrier's freight invoices and will not be responsible for payment of any fuel surcharge that is not included in Carrier's freight invoice at the time that it is issued to Shipper.

APPENDIX E
LIABILITY AND INSURANCE COVERAGE PROVISIONS

Carrier hereby assumes the liability of an insurer for the prompt and safe transportation of all Shipments entrusted to its care and shall be responsible to Shipper for all loss or damage of whatever kind and nature and however caused to any Shipment entrusted to or in control of Carrier, or of any other person to whom Carrier may have entrusted Shipment and before such Shipment is delivered to the consignee or returned to Shipper. Carrier agrees to procure and maintain in force continuously throughout the term of Agreement the coverages as specified in this Agreement. Carrier agrees to name Shipper as additional named insured under policies one, two and three listed below. Prior to the time that Shipments are transported by Carrier, Carrier shall furnish to Shipper a certificate or certificates evidencing the insurance policies and endorsements. If Carrier cannot provide such certificates to Shipper prior to the time of the first Shipment, then in lieu of such certificates Carrier's insurance carrier or authorized insurance agent may provide evidence of such insurance by facsimile or other form of written communication actually delivered to Shipper prior to loading of the first Shipment, and Shipper shall be entitled to rely on such facsimile or other form of written communication. If Shipper accepts such a facsimile or other written form of evidence, Carrier or its insurance carrier shall furnish the actual certificate or certificates within five (5) days of the date of this Agreement. Prior to cancellation or non-renewal of, or material change in, any policy or endorsements upon renewal or otherwise, Carrier and its insurance carrier shall furnish Shipper with thirty (30) days' advance written notice thereof, and Carrier's insurance carrier shall indicate on the certificate provided to Shipper its promise to comply with this notice provision. Carrier shall maintain and provide Shipper with evidence of the following coverages:

COMPREHENSIVE GENERAL LIABILITY INSURANCE

Carrier shall procure and maintain Comprehensive General Liability Insurance, in accordance with the requirements of 49 U.S.C. § 13906(a)(1), including blanket contractual coverage, for bodily injury and property damage in the amount of one million dollars ($1,000,000.00) combined single limit per occurrence.

AUTOMOBILE BODILY INJURY AND PROPERTY DAMAGE INSURANCE

Carrier shall procure and maintain Automobile Bodily Injury and Property Damage Insurance protecting against claims for bodily injury, including accidental death, and loss of or damage to property in the amount of one million dollars ($1,000,000.00) per occurrence.

ALL-RISK CARGO INSURANCE

Carrier shall procure and maintain All-Risk Cargo Insurance with a per unit liability limit sufficient to cover Shipments having a minimum value of $100,000 and a maximum value of up to $300,000. In the All-Risk Cargo Insurance shall include coverage for refrigeration unit breakdown.

WORKER'S COMPENSATION

Carrier shall procure and maintain workers compensation insurance as required by applicable law or regulation.

If any foreign, Federal, State, Provincial or local government regulatory body prescribes minimum amounts of insurance in excess of the amounts prescribed herein, such required insurance minimums will take precedence and shall be required of Carrier.

Depending on the type of service performed or work being done by the Carrier, the required limits may vary and other coverage(s) may be required. Any different or additional coverages will be specified in this Appendix.

All certificates shall be issued (as additional insured) to:

Swift & Company, Inc.

Attn: Logistics Department

0000 Xxxxxxxxxx Xxxxxx

Xxxxxxx, Xxxxxxxx 00000

If Carrier has any questions regarding insurance requirements, it should contact Swift & Company Logistics Department.

APPENDIX F
SWIFT & COMPANY
CLAIMS COLLECTION AND RESOLUTION PROCEDURES

Carrier does not pay any valid claim within one hundred-twenty (120) days from the date it receives the claim from Shipper; orCarrier files for or is the subject to a petition for bankruptcy.

APPENDIX G
SWIFT & COMPANY SPECIAL RULES

APPENDIX H
SWIFT & COMPANY SPECIAL SERVICES

All freight charges must be paid in full at one time by Shipper.Only one xxxx of lading and shipping order shall be issued for the entire Shipment.The xxxx of lading and shipping order shall show, in the place provided, the name of the consignee and delivery address.The names of the places and addresses at which vehicles are to be stopped for completion of loading or partial unloading may be shown either in the body of the xxxx of lading and shipping order or on a separate writing which shall be attached to and considered a part of the shipping documents.The freight price shall be calculated using the appropriate mileage for the total miles traveled via the shortest route of movement from origin to final destination through all stop-off points. The final destination shall govern which mileage rate or scale to use and the mileage rate or scale used must also correspond to the initial point of xxxxxx.Xx addition to the basic freight price in subparagraph (e), Shipper shall pay a stop-off charge of $50.00 for each stop (excluding pick-up(s) and final delivery).

The term "diversion" or "reconsignment" means:

A change in the consignee and/or the destination with respect to a Shipment, orAny other instructions given by Shipper necessary to effect delivery and requiring an addition or change in billing or additional movement of the Equipment, or both.

In the event of reconsignment or diversion due to Carrier's negligence or other causes attributable to Carrier, Carrier shall transport the Shipment to the diverted or reconsigned point (including points short of the original destination). In such case, the freight rate shall be the price applicable from origin to original destination or from origin to the diverted or reconsigned point by the shortest direct route, whichever produces the lowest freight rate.Reconsignment or diversion involving a change in destination or change in consignee which is requested by Shipper will be handled in the following manner. The freight rate to apply to a diverted or reconsigned shipment will be the price found using the revenue per mile rate from the appropriate Appendix for the total miles traveled via the shortest route of movement from origin to final destination through all stops, reconsignment, or diversion points. The final destination shall govern which State's mileage rate or territorial mileage scale shall apply. In addition, Shipper shall pay a reconsignment or diversion charge of $50.00. Carrier will not be paid a diversion or reconsignment charge if delivery is accomplished within the same city (or its commercial zone) as originally billed. There will be no diversion charge paid on Mexican and Canadian shipments if stop(s) are required for broker and/or government inspections. (Additional stop charges will be paid.) No additional charges relating to reconsignment or diversion will be paid unless authorized or requested by Shipper's traffic or claims personnel.If there is a reconsignment or diversion requested by Shipper, Shipper shall pay demurrage of $15.00 per hour for delaying Equipment at the original destination longer than the first two hours of free time; provided, however, the total charge for reconsignment or diversion per twenty-four (24) hour period, including such demurrage and the reconsignment or diversion charge referred to in subparagraph (c), shall not exceed $150.00.When it is necessary to return to the Shipper refused, rejected or undelivered shipments transported under rates and provisions provided in this Agreement, Carrier will return such Shipments to a Shipper facility or a cold storage within 75 miles of a Shipper's facility for $1.10 per mile.When billing for additional charges pertaining to reconsignment, diversion, or demurrage, Carrier must show on its freight xxxx the approval number issued by Shipper representative who authorized the additional charges.Carrier must comply with all security agreements including but not limited to Continuous Seal Policy, and all safety requirements in place at Shipper's facilities. Carriers must maintain a complete and continuous seal record on "Shipper load and count" movements that show notations of seals intact, the actual seal numbers, and the reseal numbers on multiple stop Shipments. This record should be signed and dated by receiver(s). It is the Carrier's responsibility to provide seals for multiple stop Shipments. Carrier must immediately notify Shipper's logistics department or claims department if a customer refuses to comply with this procedure. Failure to follow these procedures will result in a freight claim filed against the Carrier in the event of product shortages.

.. Shipper and Carrier acknowledge and agree that if Shipper tenders a request to Carrier to provide services pursuant to this Agreement for a Shipment, Carrier shall have three (3) hours from the receipt of such request to accept such request by oral or written confirmation to the Shipper's freight planner. If such request is not validly accepted within three (3) hours from the receipt of such request, Shipper and Carrier agree that Shipper shall have no obligation (including, without limitation, obligations to tender the Shipment or pay freight changes or costs relating to the Shipment) to Carrier under this Agreement with respect to such Shipment and may tender a request to another carrier with respect to such Shipment.

Obligations

.. If requested by Shipper, Carrier will transmit to Shipper via electronic data exchange, world wide web, computer image format (i.e., .pdf file or .tif file) or other reasonable means the following, but not limited to: appointments, delivery dates, order information, claim data or proof of delivery information. Such information shall be provided to Shipper at no additional charge.

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MOTOR CARRIER TRANSPORTATION AGREEMENT

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