NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge; Carrier and

                                                            Shipper agree as follows:

                                                                  ARTICLE 1

                             Section 1.1 Subject to the terms and provisions hereof, Shipper agrees to tender to Carrier an indeterminable number of Shipments (hereinafter defined) during the term of this Agreement, but not less than three

                   (3) per year, and Carrier agrees to provide Suitable Equipment (hereinafter defined) to transport said Shipments, provided the booking procedures set forth in Section 1.4 herein are followed and Carrier agrees to transport such

                                       shipments in accordance with the terms and conditions stated herein.

                            Section 1.2 A Shipment shall consist of a full trailer load of Commodities. Suitable Equipment means (i) a refrigerated trailer that is at least 55 feet long and 102 inches wide, that will haul a minimum of 50000 pounds gross weight of product, with each said trailer being clean, insect and rodent free, odor free, water tight and uncontaminated by prior use, not ever having been used for transportation or storage of toxic chemicals of any kind, including, without limitation, insecticides, rodenticides, and/or hazardous materials, substances or chemicals, unless otherwise agreed upon in writing by waiver of specified materials executed by Shipper’s Sr. Vice President of Quality Control and Vice President of Risk Management, at Shipper’s sole discretion, prior to Shipment; and (ii) a tractor power unit with sufficient power for towing the trailer, in good operating condition and repair, and with a driver experienced in handling the transportation of Commodities with such a rig and trailer and with a good driving

                                                                     record.

                 Section 1.3 Carrier shall furnish to Shipper a copy of the United States Department of Transportation General Motor Carrier Safety Administration Form MCS-150, Form MCS-90, and Form BMC-91X filed by Carrier as well

                                        as subsequent updates for the duration of the business relationship.

                          Section 1.4 When Shipper desires Carrier to transport a Shipment, Shipper will notify Carrier by e- mail, Electronic Data Interchange (EDI), verbally and/or by facsimile, specifying the load, the destination, and the date by which the load must reach the destination. Carrier will either accept or reject the opportunity to transport the Shipment by return e-mail, EDI, and/or facsimile to the Shipper in Section 13.4. If Carrier accepts, Carrier will be bound by the terms of this Agreement with respect to each such Shipment. If Carrier rejects, the rejected load will be

                    considered as an allocated load to the Carrier in accordance with Shipper obligations to award Carrier primary

                                                              coverage of said lane.

                          Section 1.5 Time is of the essence in Carrier’s performance of its obligations hereunder, and Carrier agrees to provide timely communication relative to load tenders and to transport all Shipments with prompt and reasonable dispatch in accordance with scheduled delivery dates set by Shipper and its customers, as communicated to Carrier as set forth in Section 1.4 herein, subject, however, to compliance by Carrier with applicable laws and

                                              regulations and to conditions beyond Carrier’s control.

                                                                  ARTICLE 2

                                                                 Compensation

                 Section 2.1 Carrier shall be compensated for each Shipment in accordance with the rates set forth on IBIDTransport.com, a web-based rate management system, or based on the delivery destination of the cargo, the total number of tons of cargo hauled by Carrier and the agreed upon rate as contained in the applicable purchase order. The fees paid to Carrier shall be no more favorable than the fees paid by Shipper to any other third party carrier. User name and password will be issued by Ilens Logistics Group at the request of Sandy’s Express. Carrier agrees that “P. C. Miler v.14” shortest miles option shall be utilized as the basis for computing the mileage from the point of origination of a shipment to the point of destination of a Shipment. Any deviation from this aforementioned method must be approved in advance in writing by Shipper.

                   Section 2.2 Carrier represents and warrants that, during the term of this Agreement, the rates agreed upon hereunder as may be modified in accordance with the terms hereof from time to time, together with all charges, surcharges, rebates, discounts, incentives and allowances agreed upon by the parties (collectively, “Pricing Terms”), offered to Sandy’s Express under this Agreement, are and will remain as favorable as, or better than the Pricing Terms offered by Carrier to any other shipper shipping similar products in like quantities. In the event that Carrier at any time agrees, in writing or otherwise, to Pricing Terms with another shipper that are in any way more favorable than the Pricing Terms agreed to with Sandy’s Express, Carrier shall promptly notify Sandy’s Express in writing and offer such terms to Sandy’s Express. In the event Sandy’s Express accepts such modified terms, the parties shall promptly prepare and execute an amendment to this Agreement reflecting such revised terms. Carrier (or its applicable subsidiary) shall annually on the anniversary of this Agreement, certify to Sandy’s Express that Carrier

                                                    remains in compliance with this provision.

                 Section 2.3 At the time the Shipment is fully delivered, an invoice covering that Shipment will be generated by Carrier and delivered to Shipper, in accordance with the rates Carrier places in IBID, or based on the delivery destination of the cargo, the total number of tons of cargo hauled by Carrier and the agreed upon rate as contained in the applicable purchase order. The invoice will be due and payable thirty (30) days from the date of receipt of the invoice, provided that on or before said date Shipper has received from Carrier (i) duly executed receipt(s) from whom delivery was made concerning the applicable invoice, and (ii) such other supporting materials as Shipper may reasonably require.

                 Section 2.4 Carrier shall maintain complete and accurate records of each Shipment and all transactions under

                    this Agreement, including all supporting documentation and proof of delivery, and in a manner consistent with generally acceptable accounting procedures. Within two (2) days notice by Shipper, Carrier shall provide Shipper and/or its representatives with access to and the right to examine all records involving any transaction related to the Agreement. Such right shall be for the period covered by this Agreement and until the expiration of five (5) years

                                                       after termination of this Agreement.

                                                                  ARTICLE 3

                                                        Payment of Rates and Charges

                         Section 3.1 Within thirty (30) days after Shipper’s receipt of Carrier’s delivery receipt, Shipper shall pay Carrier the rates and charges applicable to the shipment of cargo. In exchange for Shipper’s guarantee of prompt payment, (i) agrees not to contact Shipper’s customers, consignors, consignees or any party other than Shipper

                      concerning payment for transportation services; and, (ii) agrees to indemnify, defend, and hold Shipper, its customers, consignors, and consignees harmless from any claim or demand made by any subcontractor of Carrier or other party for payment for transportation services related to a shipment of cargo tendered under this Agreement.

                             Section 3.2 Any claim for overpayment or underpayment for transportation services provided pursuant to this Agreement shall be presented by the party asserting the claim to the other party within sixty (60) days of discovery of the claim, but in no event will any such claim(s) be asserted more than one hundred eighty

                  (180) days after the delivery of the shipment or shipments giving rise to any such claim. Claims shall be supported by appropriate documentation showing the amount of the overcharge or the undercharge, as the case may be. The

                      Parties shall pay, deny, or make a firm compromise offer within forty-five (45) days of receiving a claim.

                          Section 3.3 Carrier will pay all licenses, fees, taxes, fuel tax payments, road tax, equipment use fees or taxes, equipment license fees, driver’s license fees, tolls and any other fees and fines that may be assessed on its

                                                           equipment or its operations.

                                                                  ARTICLE 4

                                                                     Term

                     Section 4.1

                      This Agreement shall be continuously in effect beginning as of the Effective Date, unless

                                         terminated as herein provided.

                 Section 4.2

                  Either party may terminate this Agreement for any 

Section label: Term of Agreement