MOTOR CARRIER CARRIAGE CONTRACT BETWEEN COORS BREWING COMPANY ANDLOADSOURCE LOGISTICS, LLC.
TABLE OF CONTENTS
         
Page
RECITALS
 
4
          
Section 1 - SCOPE OF CONTRACT
 
1.1

Facilities Covered

5
     
1.2

Nature of Commerce

5
     
1.3

Traffic Covered

5
     
1.4

Service as Motor Contract Carriage

5
     
1.4.1

Contract Carriage

5
 
1.4.2

Brokerage Prohibited.

5
    
Section 2 - SHIPPER'S RESPONSIBILITIES
     
2.1

Minimum Tender

6
     
2.2

Payment of Freight Charges

6
    
Section 3 - CARRIER'S RESPONSIBILITIES
 
3.1

Service and Delivery

6
     
3.2

Regulatory Compliance

6
     
3.3

Insurance Required

6
     
3.4

Equipment, Personnel and Services

7
     
3.5

Indemnification

7
     
3.6

Compliance With Laws and Regulations

7
     
3.7

Bill of Lading

7
 
3.7.1

Approved Bill

7
 
3.7.2

Electronic Billing

8
     
3.8

Carrier's Receipt

8
     
3.8.1

Constructive Receipt

8
 
3.8.2

Reefer Unit Setting, Temperature Setting

8
 
3.8.3

Notice of Delay or Damage

8

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3.9

Liability for Loss or Damage to Shipments

9
     
3.9.1

Carmack Liability

9
 
3.9.2

Change to Warehouseman's Liability

9
 
3.9.3

Salvage

9
 
3.9.4

Claim Regulations

10
     
3.10

Use of Other Carriers.

10
     
3.10.1

Restrictions and Provisions

10
 
3.10.2

Grounds for Termination

10
     
3.11

Independent Contractor

10
     
3.12

Confidentiality

11
     
3.13

Application to Intrastate Transportation

11
    
Section 4 - DETERMINATION OF RATES AND CHARGES
  
4.1

Rates and Charges in Writing

11
     
4.2

Changes in Rates and Charges

11
     
4.3

Mileage Calculations

11
     
4.4

Diversion and Reconsignment

12
     
4.5

Alternation Rule

12
     
4.6

Challenge to Contract Carriage

12
     
4.7

Special Services

12
     
4.8

Overcharges and Undercharges

12

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Section 5 - GENERAL TERMS AND CONDITIONS
  
5.1

Equal Opportunity, Affirmative Action

13
     
5.2

Minority Business Opportunities

13
     
5.3

Environmental Policy

13
     
5.4

Force Majeure

13
     
5.5

No Lien

13
     
5.6

Term of Contract and Termination

14
     
5.7

Governing Law.

14
     
5.8

Nonexclusive Agreement

14
     
5.9

Performance and Service Assurance

14
     
5.10

Fuel Surcharge

14
     
5.11

Safety Certification

15
     
5.12

Entire Understanding

15
     
5.13

Nonassignability

15
     
5.14

Separability

15
     
5.15

References

15
     
5.16

Benefits, Assigns and Confidentiality

15
     
5.17

Notices

16
    
SIGNATURES

17
  
APPENDIX A - Rates and Charges

18
  
APPENDIX B - Insulated/Refrigerated Trailer at

Trailer Yard/Staging Area Acceptable for Loading

19
  
APPENDIX C - FUEL SURCHARGE

21
  
APPENDIX A - X - HOURS OF SERVICE

22

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MOTOR CARRIER CARRIAGE CONTRACT
This Contract is made and entered into effective the 26TH day of MA Y2005 by andbetween **COORS BREWING COMPANY, Golden, Colorado 80401** (hereinafterreferred to as "Shipper") and **LOADSOURCE LOGISTICS, LLC.**(hereinafterreferred to as "Carrier"). "Shipper" shall collectively include dba trade namedivisions, parent, affiliates and subsidiaries of Coors Brewing Company and anyother companies named in attached Schedules hereto. The parties hereto, inconsideration of the mutual covenants herein contained, agree as follows:
**RECITALS**
This Contract is entered into pursuant to 49 USC 14101 (b). Carrier, as anindependent contractor, desires to furnish motor contract carriage service toShipper for the transportation of commodities, and represents that it is a dulyauthorized motor carrier in interstate commerce under one or more permits issuedby the former Interstate Commerce Commission (ICC), now known as the SurfaceTransportation Board (ST8), the Federal Highway Administration (FHWA) of theUnited States Department of Transportation (USDOT), and shall provide Shippercopy of all such relevant permits. Carrier shall also provide copies of anyrelevant intrastate operating permits.
This Contract, and the specified services rendered hereunder, are designed tomeet Shipper's distinct needs as more fully set forth herein. Shipper desires toavail itself of Carrier's services under this Contract. These Recitals and allAppendices are part of this Contract. In consideration of their mutual promises,the parties agree as set forth below. To the extent this Contract isinconsistent with any previous Contract, the terms of this Contract apply.
The parties hereto expressly waive any or all rights and remedies under theInterstate Commerce Commission (ICC) Termination Act for the transportationprovided hereunder, pursuant to 49 USC 14101 (b), that are inconsistent withthis Contract.
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**TERMS OF AGREEMENT**
**1.     SCOPE OF CONTRACT**
       **1.1     FacilitiesCovered**
             ThisContract applies to Shipper, its subsidiaries and divisions, and any newcompanies acquired. Shipper shall notify Carrier of any companies acquired, thedate of acquisition and the address of the newly acquired company. The rates inAppendix A shall apply to any newly acquired facilities.
       **1.2     Natureof Commerce**
             ThisContract applies to all traffic described in Section 1.3 below which moves ininterstate commerce or in intrastate commerce in the United States.
       **1.3     TrafficCovered**
             ThisContract applies to every shipment tendered to Carrier for both. inbound andoutbound movements from or to any facility owned or operated by Shipper underlease or contract, whether billed collect or prepaid, and shipments whereShipper is shown on the bill of lading as the third party payer of freightcharges.
**       1.4     Serviceas Motor Contract Carriage**
             1.4.1     ContractCarriage Only - Every shipment tendered to Carrier as described in Sections1.2 and 1.3 above shall be deemed tendered to Carrier in its capacity as a motorcarrier under this Contract. Any references in this Contract, or in documentsreferring to this Contract, to "common carriers" or "tariffs," whether filed orunfiled, or to the law regarding "common carrier liability" for 1055, damage ordelay, shall not alter the contractual relationship between the parties createdunder this Contract, nor alter the nature of Carrier's transportationservice.
             1.4.2     BrokerageProhibited - In the event Carrier holds a broker's license granted by theformer Ice or FHW A, every shipment for which Shipper orders service fromCarrier shall nevertheless be deemed tendered to Carrier in its capacity as amotor carrier under this Contract, and Carrier shall be governed by all of itsrights and obligations hereunder, unless the parties otherwise expressly agreein writing.
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**2.     SHIPPER'S RESPONSIBILITIES**
       **2.1**     **MinimumTender**
             Totender to Carrier for transportation hereunder, the types of freight describedin Appendix A and on such other consecutively numbered Appendix A's that may inthe future be executed by the parties hereto, and which by this reference aremade a part hereof, for a minimum of two {.21shipments per year.
**       2.2     Paymentof Freight Charges**
             Toremit to Carrier on the 15th day of each month (except when the 15th day fallson Saturday, Sunday or holiday, then the next weekday applies), payment for alltransportation services provided by Carrier hereunder for the preceding calendarmonth at the rates outlined in Appendix A, et seq. Deviations from this paymentof freight charges schedule will be delineated in Appendix A, et seq.
**3.     CARRIER'S RESPONSIBILITIES**
**       3.1     Serviceand Delivery**
             Toreceive, transport, and deliver with reasonable dispatch all freight offered toit as described in Section 1.4.1 hereof in accordance with service and deliveryrequirements as defined by Shipper; to establish time standards and to use themost efficient methods of planning and control procedures for the purpose oftransporting such freight at the lowest possible cost consistent with suchservice and delivery requirements. Carrier agrees to provide transportationservices designed to meet the Shipper's distinct needs as described herein.
**       3.2     RegulatoryCompliance**
             Toconform to the rules, regulations, and all requirements of the USDOT, the STBand state regulatory bodies and all other regulatory bodies having jurisdictionover for-hire motor vehicle transportation as performed hereunder by Carrier.Carrier's Operating Authority MC-511819-C and the ICC's decision in itsproceeding under Ex Parte MC-165 (Sub. 1) is used for this Agreement.
**       3.3     InsuranceRequired**
             To,at all times during the term of this Contract and all extensions thereof, carryand keep in full force and effect, public liability and property damageinsurance policies. Insurance will be no less than the USDOT's minimumstandards, combined single limit and Workmen's Compensation Insurance policieswith reliable insurance companies. Such policies to be endorsed so as to protectthe interest of the Shipper, as they appear, and such as will meet therequirements of federal, state, and other regulatory bodies having jurisdictionover the operations of Carrier and to provide Shipper Certificates of Insuranceor other evidence of said insurance coverage as requested byShipper.
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**       3.4     Equipment.Personnel and Services**
             Tofurnish and have available, at all times, sufficient equipment and trainedpersonnel required by Shipper to safely provide the transportation services asherein provided and to maintain its equipment in reliable mechanical and safecondition. Expedited and stop-off services will be provided at Shipper'srequest. All equipment used by Carrier shall at all times be under the exclusivecontrol of Carrier. Carrier agrees no vehicle used to transport Shipper'sproducts shall ever have been used to transport refuse, garbage, trash or solidor liquid waste of any kind whatsoever, whether hazardous or nonhazardous.
**       3.5     Indemnification**
             Carrieragrees to indemnify and hold Shipper harmless from any and all claims, damages,expenses or other liabilities arising out of or in any way connected with thetransportation services to be performed by Carrier hereunder.
**       3.6     ComplianceWith laws and Regulations**
             Carrieragrees to pay, when due, all taxes or assessments applicable to Carrier or itsemployees or business including, but not limited to, all taxes and assessmentspayable under federal and state unemployment insurance laws and the FederalInsurance Contributions Act. And, to comply with all such laws and with allregulations of a!1 agencies administering such laws and procedures, at itsexpense, all necessary permits and licenses, assessments and tolls required forits performance under this Contract and to comply with all laws, ordinances andregulations of duly constituted authorities having jurisdiction over itsactivities.
**       3.7     Billof Lading**
             3.7.1     ApprovedBilling - All shipments made pursuant to this Contract shall be on a shortform bill of lading subject to the terms and conditions of the complete bill oflading in effect on June 24, 1995, in National Motor Freight Classification 1DO-V, Pages 255 through 257. Any subsequent version published in the NationalMotor Freight Classification shall not apply. In the event that some other billof lading is used, the terms of the bill of lading are subordinate to the termsof this Contract, and, in the event of a conflict between any bill of lading andthis Contract, the terms of this Contract shall govern.
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                   Anyother bill of lading or other shipping document used shall be deemed to haveused the following language: "The property described herein is received in goodorder, except as noted by Carrier at the time of pickup. It is mutually agreedthat this shipment is received, subject to the Motor Carrier Contract enteredinto between the Shipper and the Carrier."
             3.7.2     ElectronicBilling - Paperless transactions will be used as broadly as the parties arecapable. It is the intention of the parties to memorialize each shipmenttransaction with a computer-produced short form bill of lading subject to termsand conditions specified above. All the terms of this Contract shall apply toeach such shipment. Any reference in such bill of lading to "classifications andtariffs" shall have no application with regard to shipments transported underthis Contract. In the case of any inconsistency between any other sources andthis Contract, the terms, conditions and provisions of this Contract shallgovern.
**       3.8     Carrier'sReceipt**
             3.8.1     ConstructiveReceipt - Carrier's duties and liabilities shall commence upon execution ofa receipt evidenced by driver's signature, and upon driver taking possession ofthe vehicle containing such shipment. In the event Shipper has completed loadingand placement of vehicle at point for pickup by Carrier, completed a bill oflading as receipt, notified Carrier of shipment's availability, and the Carrierdoes not take possession within a reasonable time, which is agreed to be nolonger than two (2) hours, Carrier agrees it will be understood to have takenpossession under a concept of constructive receipt and Carrier's liability shallcommence without actual possession.
             3.8.2     ReeferUnit Setting. Temperature Setting - (i) Shipper's established productquality policy is that beverage products will be transported and delivered attemperatures above 30°F and below 60°F; (ii) Carrier is responsible topresent trailers for loading that are food-product clean and free of any' trashor contaminant that might cause product damage. Carrier's driver shall beresponsible to have set the temperature control on the refrigeration unit at40°F when trailer is to be operated under mechanical refrigeration serviceand (iii) On receipt of the load, Carrier's driver shall verify the temperaturesetting, and verify that such set point at 40°F has been entered into thecontrol memory and not just changed on the unit's visual readout. Any incorrectsettings shall be immediately reported to Shipper and noted on both parties'copies of the bill of lading.
             3.8.3     Noticeof Delay or Damage - In the event of delay or substantial damage toshipment, caused by accident or otherwise, Carrier shall notify Shipperimmediately as instructed by Shipper and make all necessary efforts to protectshipment.  Shipper's brand-name products shall be protected as to flavor andproduct integrity, including brand-labeled packaging to the extentpossible.
8**1**   

**       3.9     Liabilityfor loss or Damage to Shipments**
             3.9.1     CarmackLiability - Carrier assumes the liability required of an interstate motorcommon carrier under 49 USC 14706 or revisions thereto ("Carmack"), as writtenand in effect as of the date of this Contract, regardless of whether theshipment is interstate or intrastate in nature. Carrier's liability for thegoods shall be for "full actual loss" which includes, but is not limited to, theoriginal invoice value charged consignee or the destination market value ofgoods lost or damaged, whichever is higher, including freight charges,administrative costs, warehousing costs, transportation costs and all otheraccessorial charges on loss and damage claims.
                   Claimswill be paid on the basis of Shipper's invoice amount and will include amountsfor federal and state alcohol taxes when Shipper is unable to recover saidtaxes.
             3.9.2     Changeto Warehouseman's Liability -In the event any shipment is refused by theconsignee, or Carrier is otherwise unable to deliver any shipment, Carrier'sliability for loss or damage as a Carrier under this Section 3.9 shall continueuntil such shipment has been properly placed in a public warehouse or othersuitable storage facility under reasonable security, at which time Carrier'sliability as a warehouseman shall commence.
             3.9.3     Salvage- **Carrier will in no circumstances permit Shipper's product to be placed in asalvage market. or otherwise disposed of without Shipper's approval anddirection.** Carrier acknowledges that alcohol beverages are tightly regulatedby the Food and Drug Administration, Bureau of Alcohol, Tobacco and Firearms andState Alcohol Beverage Control Departments.
                   Carrierunderstands and acknowledges that Shipper will be subject to various risks ofprosecution or lawsuit in connection with
.. damaged product which may be contaminated or not suitable for humanconsumption, and that above mentioned agencies will frequently require thedestruction of Shipper's product as a matter of legal requirement.
                   Carrierrepresents and warrants that its performance in cleaning an accident site, inselecting disposal locations and methods, and in transporting and repairingdamaged goods and property has been and will be in compliance with allapplicable laws and regulations.
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             3.9.4     ClaimRegulations - Claims must be administered in compliance with applicablegovernment regulations including, but not limited to, Ex Parte 263, 49 CFR1005.1 through 1005.6 and the ICC or STS Orders interpreting these laws andregulations.
**       3.10     Useof Other Carriers**
             3.10.1     Restrictionsand Provisions - Except for local cartage agents or railroad piggybackservice, railroad carries trailers or containers owned by Carrier rail ramp torail ramp (Plan 1), if any, Carrier shall utilize no other Carriers without theprior consent of Shipper. If consent is granted or if Carrier utilizes anotherCarrier without Shipper's consent, Shipper and Carrier expressly agree that (i)The nature of the carriage shall remain contract carriage regardless of whetherthe connecting Carrier is operating pursuant to a Contract or otherwise; (ii)Carrier shall remain responsible to Shipper for fulfillment of all of Carrier'sobligations under this Contract while cargo is in the connecting Carrier'spossession; including, without limitation, Carrier's obligations relating todocumentation, service, equipment, rates and charges, compliance with law; andloss, damage and delay; (iii) Carrier shall pay all connecting Carrier chargesand shall hold harmless and indemnify Shipper from conduct of the other Carrier;(iv) Carrier shall in any event issue a through bill of lading from origin toultimate destination and (v) Local cartage agents, if any, or any connectingCarrier shall be deemed a subcontractor of the Carrier and used for Carrier'sconvenience.
             3.10.2     Groundsfor Termination - In the event Carrier utilizes another Carrier (other thana cartage agent or railroad piggyback service under Plan 1) for any portion ofany shipment without the prior consent of Shipper, Shipper may terminate thisContract immediately upon written notice to Carrier.
**       3.11     IndependentContractor**
             Carriershall perform its services as an independent contractor and, to the extentrequired by law, shall have exclusive control and direction of the personsoperating the equipment or otherwise engaged in such transportation services. Tothe extent required by law, Carrier assumes full responsibility for the acts andomissions of such persons and (b) shall have exclusive liability for the paymentof local, state and federal payroll taxes, or contributions or taxes forunemployment insurance, workers' compensation, old age pensions or other socialsecurity and related protection with respect to persons engaged in theperformance of such transportation services.
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**       3.12     Confidentiality**
             Exceptto the extent disclosure may be required by law, parties agree to safeguard, andtreat as confidential, information pertaining to Shipper's traffic including,without limitation, origins, destinations, products, volume, rates and charges,the identity of Shipper's customers and the products purchased by particularcustomers. Carrier shall also safeguard, and treat as confidential, informationrelating to Shipper's operations and competitive position including, withoutlimitation, the following: Sales, marketing and promotional strategies andplans; research and development of new products; improved products and improvedprocedures; sales/delivery statistics, forecasts; manufacturing processes andformulas; cost data; expansion plans; purchasing plans; critical ingredientsand/or sources of supply.
**       3.13     Applicationto Intrastate Transportation**
             Carrierwarrants that it has not requested, and will not request during the life of thisContract, application of state laws or regulations to intrastate traffic whichare different from the provisions of this Contract for any purpose whatsoeverincluding, but not limited to, cargo liability; bills of lading or receipts forproperty being transported or credit.
**4.     DETERMINATION OF RATES AND CHARGES**
**       4.1     Ratesand Charges in Writing**
             Allapplicable rates, charges, classifications and rules, if any, for shipmentsunder this Contract are attached in Appendix A and are confidential betweenparties.
**       4.2     Changesin Rates and Charges**
             Uponagreement in writing by the parties, rates and charges may be added or amendedimmediately in order to meet the specified services and distinct needs of theShipper. Changes shall be made by reissuance of Appendix A using consecutivelyrenumbered issues numbered A-1, A-2, etc. Carrier and Shipper shall transmitwritten changes by facsimile or otherwise, and a change shall be deemedeffective when the Shipper has signed and dated the written change and sent itto the Carrier. The rate is deemed to be accepted by the Carrier unless theCarrier notifies Shipper of an error prior to movement of the goods. The changemay be on the form attached hereto as Appendix A and the signed document,whether a fax confirmation or otherwise, shall be annexed to this Contract.
**       4.3     MileageCalculations**
Shipper has determined mileage used herein through the use of Rand McNally -TDM, Inc. Milemaker.  From time to time, mileage differences may occur due toroute changes or Milemaker errors and updated versions. Any exception toShipper's established mileages must be negotiated and agreed to in writing bythe parties hereto.
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**       4.4     Diversionand Reconsignment**
             Carrierwarrants that Shipper has ability to reconsign or divert shipments en route atrates outlined in Appendix A, et seq.
**       4.5     AlternationRule**
             Inno case shall the charges on any shipment hereunder. computed at actual weight,exceed the charges that would apply hereunder at a higher weight.
**       4.6     Challengeto Contract Carriage**
If, at any time during the term of this Contract, or after performance under ithas ceased, Carrier or any of its successors or assigns should claim or attemptto claim that services performed for Shipper are not contract carriage, in orderto seek collection of common carrier rates for shipments rendered hereunder, andShipper successfully defeats the challenge to contract carriage, Shipper shallbe entitled to recover from Carrier or its successors or assigns all itsattorney fees and costs reasonably incurred in such defense before a courtand/or regulatory agency, or both.
**       4.7     SpecialServices**
             Shipperand Carrier agree that the only charges, rules and special services that applyto this Agreement are those in Appendix A. If there is any other additionalcharge on a shipment during the normal course of business, an additional chargemust be agreed to in writing between the Shipper and Carrier.
**       4.8     Overchargesand Undercharges**
             Anyaction at law by Carrier to recover undercharges hereunder, or by Shipper torecover overcharges hereunder, shall be commenced not more than three (3) yearsafter Carrier's receipt of the shipment.
             Rightto Audit - Carrier grants Shipper, or others designated by Shipper, accessto all internal audit information relating to this Contract, including reportsof corrective actions taken as a result of such audit.
             Carrieragrees to make, keep and maintain in accordance with generally acceptedaccounting principles and practices consistently applied from year to year,complete books. records, invoices and records of payments relating to the workwhile it is being performed and for a period of three (3) years followingacceptance of the work.
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             Forthe purpose of audit, Shipper shall have the right to examine, either directlyor through its authorized representatives or agents, during business hours andfor a reasonable period of time, all books, records, accounts, correspondence,instructions, specifications, plans, drawings, receipts, manuals and memorandainsofar as they are pertinent to this Contract. Shipper's right of inspectionshall not apply to Carrier's trade secrets or other proprietary informationproperly designed or asserted as such in writing prior to such audit.
**5.     GENERAL TERMS AND CONDITIONS**
**       5.1     EqualOpportunity. Affirmative Action**
             Tothe extent applicable to this particular transaction, the equal opportunity andaffirmative action clauses set forth in 41 CFR 60.1.4 (1), 60-250.4 and 80-741.4are hereby incorporated by reference and made a part hereof.
**       5.2     MinorityBusiness Opportunities**
             Itis Shipper's policy that qualified, competitive minority suppliers, contractorsand subcontractors shall have equal opportunities to furnish materials andservices for projects. Carrier is encouraged to utilize minority businesseswhenever practicable.
**       5.3     EnvironmentalPolicy**
             Nothingcontained in the terms and conditions of this Contract will significantly affectthe quality of the human environment within the meaning of the NationalEnvironment Policy Act of 1969, as amended.
**       5.4     ForceMajeure**
             Neitherparty shall be liable under this Contract for its failure or delay in fulfillingits obligations if such failure or delay is the result of federal, state, orlocal laws, rules, or regulations, invasions, insurrections, riots, civil war orcommotion, military or usurped power or acts of God, but due diligence shall beused in curing such cause and in resuming performance. Carrier's failure ordelay under any laws or regulations, resulting from its violation thereof, shallnot be deemed a force majeure relieving Carrier in any manner from its duties toperform fully and timely its obligations under this Contract.
**       5.5     NoLien**
             Carriershall have no lien, and hereby forgoes its right to any lien, upon any shipmentor portion thereof.
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**       5.6     Termof Contract and Termination**
             Theterm of this Contract shall be for one year, and shall automatically renew foradditional one-year periods unless written notice of nonrenewal is given byeither party to the other at least 30 days prior to the end of any term;provided, this Contract may also be terminated at any time by eitherparty upon 30 days' written notice; provided further, that if eitherparty violates any material provision of this Contract, then the other partyshall have the right to terminate this Contract immediately upon writtennotice
to that effect.
**       5.7     GoverningLaw**
             ThisContract shall be deemed to have been made and accepted in Jefferson County,Colorado, and the laws of the State of Colorado shall govern any interpretationsor contractions of the Contract. Any action pertaining to this Contract shall becommenced and prosecuted in the courts of Jefferson County, Colorado, or in theUnited States District Court for Colorado, if appropriate, and each partysubmits to the exclusive jurisdiction of said courts and waives the right tochange venue. Costs and reasonable attorney fees shall be awarded to theprevailing party in any action.
**       5.8     NonexclusiveAgreement**
             Shipperis free to tender traffic of any type to other carriers and Carrier is free tosolicit traffic from other shippers at their respective discretion.
**       5.9     Performanceand Service Assurance**
             Carrierwill participate in Shipper's process and programs designed to measure Carrierperformance and service. Carrier understands Electronic Data Interchanges (EDI)will be required in these programs. Transactions will require NCX12standards.
**       5.10     FuelSurcharge**
             Partiesagree in consideration of volatile fuel costs, i.e., significant or unusualincreases for periods exceeding fourteen (14) days, a fuel surcharge will benegotiated and applied. The fuel surcharge agreed to by Shipper and Carrier willbe based on the national average of diesel fuel as reported by the. EnergyInformation Administration of the u.s. Department of Energy on the prior Mondayat 1600 hours Eastern time. Parties understand fuel surcharges will vary andwill be applied to freight charges as agreed, week to week, and will not applyunless negotiated.
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**       5.11     SafetyCertification**
             Whentransporting any product that is classified as hazardous materials, the Carrierwill maintain and provide to the Shipper evidence that Carrier has achievedUSDOT "satisfactory" safety certification and will notify Shipper if suchcertification changes from "satisfactory" to some other rating.
**       5.12     EntireUnderstanding**
             ThisContract, together with any Appendices attached hereto, shall constitute theentire agreement and understanding between the parties hereto and norepresentations, documents, promises, or agreements, oral or otherwise, tradeusage or course of conduct between the parties hereto, not embodied herein or insaid Appendices shall be of any force or effect; that this Contract includingAppendices may not be altered or modified except by agreement in writing betweenthe parties hereto.
**       5.13     Nonassignability**
             Subjectto Section 5.12, Carrier shall not assign its rights nor delegate any of itsobligations under this Contract without Shipper's prior written consent. Breachof this prohibition by Carrier shall be deemed a substantial default and, at itsoption, Shipper may terminate this Contract immediately upon written notice.Subject to the foregoing limitations, this Contract shall be binding on theparties' respective successors and assigns.
**       5.14     Separability**
             Inthe event that any provision in this Contract shall violate any law orregulation, such provision shall be ineffective to the extent of such violationwithout invalidating any other provision of this Contract. In no event shall anyinvalidation convert Carrier's service from contract carriage to commoncarriage.
**       5.15     References**
             Allreferences in this Contract to rights, obligations. Appendices, addenda, forms,sections or subsections shall be to provisions in this.. Contract without in allinstances use of the words such as "this Contract," "hereto," "hereunder,"etc.
**       5.16     Benefits,Assigns and Confidentiality**
             ThisAgreement shall inure to the benefit of and be binding upon the parties hereto,the respective legal representatives, successors and permitted assigns. **It isagreed that information herein shall be keptconfidential**.
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**       5.17     Notices**
             Noticesshall be given by U.S. certified mail postage prepaid, return receipt requested,or overnight package service, or facsimile, to the parties at the followingaddresses:
The addresses to which notices, as provided herein, shall be mailed:
**       SHIPPER**:                 CoorsBrewing Company                 LogisticsDepartment                 MailNumberBC410                 P.O.Box4030                 Golden,CO 80401-0030
**       CARRIER:****                 LOADSOURCELOGISTICS, LLC**.                 2233RIDGE ROAD ST#102                 ROCKWALL,TX, 75807
                   Telephone:972-722-9999                 Fax:972-722-9998
Provided, however, that notices shall be mailed to such other addresses aseither party may in writing request.
The parties signing this Contract respectively for the Carrier and Shipperrepresent that they are authorized to sign this Contract.
This Contract supersedes any previous Contract Carriage Contract(s) which mayhave existed between the parties hereto. This Contract represents the entireagreement and understanding between the parties hereto with respect to theservices to be performed hereunder, and neither party has relied or will relyupon any representation or agreement of the other except to the extent set forthherein. This Contract may not be amended or modified except in writing signed bya duly authorized representative of each party.
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**IN WITNESS WHEREOF**, the Shipper and Carrier have caused this Contract tobe duly executed as of the day and year first above written.

**SHIPPER:**
 
**CARRIER:**
  
COORS BREWING COMPANY

LOADSOURCE LOGISTICS, LLC.
    
Tax ID # 202024170
  
By 

          
 
By

        
  
Title

Manager, Corporate Transportation
 
Title

         
  
Attest 

       
 
Attest

       
 

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APPENDIX A
RATES AND CHARGES UNDER CONTRACT
FOR TRANSPORTATION BY MOTOR CARRIER
(RATES ATTACHED)

ACCEPTANCE BY:
 
ACCEPTANCE BY:
   
Shipper

Coors Brewing Company
 
Carrier

LOADSOURCE LOGISTICS, LLC.
 
Address

Mail Number BC410
 
Address

2233 RIDGE ROAD
  
P.O. Box 4030
  
SUITE #102
  
Golden, CO 80401
  
ROCKWALL, TX 75807
  
By 

          
 
By

        
  
Title

Manager, Corporate Transportation
 
Title

         
       
Date

5/26/05
 
Date

          
  
Attest 

       
 
Attest

       
 

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APPENDIX B
INSULATED/REFRIGERATED TRAILER AT TRAILERYARD/STAGING AREA ACCEPTABLE FORLOADING
**TRAILER INTERIOR**
**Cleanliness:**
- Food product clean . No odors
- Free of debris
- No dirt

**Moisture:**
- Dry

**Visible Damage:**
- Walls  - Smooth with no protruding objects or holes
- Floors  - Sturdy, unbroken, smooth with no holes or protrusions 
- Roof  - No holes
- Kick panels  - Secure and smooth to the wall

**Repairs:**
- All repairs are of standard materials mounted flush and smooth to theinterior

**Single Identification Number:**
- Present and readable on both interior and exterior

**TRAILER EXTERIOR**
**Doors:**
- Lockable

**Door Seals:**
- In place

**Door Tiebacks:**
- In place and functioning

**Slideable Tandem Axles:**
- Capable of sliding to rear of trailer

**Air Ride System:**
- Must have manual pressure release system

19****   

**ICC Bar:**
- In place and usable

**Exterior Panels:**
- No visible insulation material

**REFRIGERATED UNIT**
**Operation:**
- Functioning

**Fuel:**
- Minimum of 3/4 tank

**Set Point:**
- 40°F

*Based on testing method of the Trailer Manufacturers' Association ofAmerica
20****   

Appendix C
APPENDIX for Fuel Prices
SHIPPER and CARRIER agree the volatile price of fuel requires adjustments bemade to our original contract as to Section 5.10 to recognize this matter.
All shipments made under this contract agreement will be based on the scaleshown below. Adjustments will be determined each Monday, or Tuesday if Monday isa holiday, based on the Energy Information Administration (EIA) diesel and motorgasoline price hotline (phone 202-586-6966 and press #1 for diesel prices) or onthe World Wide Website (www.eia.doe.gov and click on petroleum and then weeklyaverages) National Average. This will be applied on all shipments beginning thefollowing Monday. For every movement of $.06 (six cents) per gallon in the EIAfuel index, the fuel surcharge will be changed upwards or downwards by 1% (onepercent) as illustrated below. Levels must remain for a sustained period, four(4) weeks average before SHIPPER will agree to pay.
Four Week Average Fuel Price 
Surcharge
(In dollars and cents)   
..9490to .0999 
- 2 percent
1.000 to 1.059 
- 1 percent
1.060 to 1.119 
0 percent
1.120 to 1.179 
0 percent
1.180 to 1.239 
0 percent 
1.240 to 1.299 
+ 1 percent
1.300 to 1.359 
+ 2 percent
And so forth  
**SHIPPER:**
 
**CARRIER:**
  
**COORS BREWING COMPANY**
       
By

       
 
By

         
       
Title 

Mgr, Corp trans
 
Title

        
       
Date: 

5/26/05
 
Date:

        
 

21****   

APPENDIX A-X 2005
ACCESSORIAL CHARGES AND SHIPPING RULES
       This Appendix A-X 2005 for StandardCharges and Shipping Rules ("Appendix"), effective as of January 1, 2005 (the"Effective Date") is by and between the undersigned carrier ("Carrier") andCOORS BREWING COMPANY, a Colorado corporation ("Shipper").
1.     **Scope of Appendix**. This Appendixis appended to the Motor Carrier Carriage Agreement in effect between theparties hereto (the "Agreement") and replaces and supersedes the previousappendix entered into between Shipper and Carrier on January 4, 2004. ThisAppendix applies to accessorial charges only and except for the replacement ofsuch appendix, does not modify or supersede any other appendix pertaining tobase shipping rates and charges under the Agreement. All currency is quoted inU.S. dollars.
2.     **Appendix Numbering**. For purposesof the Agreement, "X" shall be deemed to mean the next sequential numberfollowing the Appendix or Appendices to the Agreement numbered A-I, A-2 and soforth that have been executed by the parties hereto prior to the date of thisAppendix, and "2005" shall designate that this Appendix is applicable to thecalendar year 2005.
3.     **Accessorial Charges**. The followingaccessorial charges shall apply to shipments made by Shipper during the calendaryear 2005.
       3.1     Loading/Unloading.Shipper shall be responsible for loading and counting all freight at the originpoint, and Shipper's consignee shall unload and count all freight at thedelivery point. Accordingly, Shipper shall not be charged by Carrier forloading, unloading, including lumper charges, or counting freight.
       3.2     Out-of-RouteMileage Charge. Carrier shall be paid $1.25 per mile for all out-of-route miles.Applicable mileage will be determined from the Household Goods Carriers' BureauCommittee's "Official Transportation Mileage Guide No. 17" (STB HGB 100-F),supplements thereto and revisions thereof, as computed by the Rand McNallyMilemaker System, Version 17, revisions or reissues thereof (Shortest HGBDistance).
       3.3     TruckOrder Not Used. If Carrier is actually dispatched to Shipper upon Shipper'sorder but such order is cancelled by Shipper or not used, Carrier may chargeShipper a flat rate of$125, provided that Carrier's driver is not given anotherorder by Shipper.
       3.4     DetentionTime. Carrier and Shipper agree that Carrier shall not charge Shipper for aninitial period of time up to two hours that Carrier is detained at Shipper orconsignee's premises for loading/unloading. After such initial two-hour period,Carrier may charge Shipper for any detention time in excess of the initialtwo-hour period at a rate of $60 per hour with a maximum charge of$420 for thenext twenty-four hour period, and thereafter may charge Shipper a maximum chargeof $250 per day for each additional twenty-four hour period. Carrier must arrivewithin 15 minutes of its scheduled appointment to qualify for detention timepayments.
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       3.5     StopCharges. Shipper will pay Carrier for multiple delivery stops in accordance withthe following rate schedule:
 
Origin Pickup and Final Destination: 

No Charge
  
**First additional stop**

**$ 75**
  
**Second additional stop**

**$100**
  
Third additional stop

$150
 

       4.     **Returned/RefusedShipments**. Carrier shall notify Shipper of any returned or refusedshipments. For all such shipments, Carrier shall be paid the applicable contractrate to haul such shipment back to the shipment's origin or such new location asis designated by Shipper.
       5.     **Invoicingof Accessorial Charges**. Accessorial charges shall be invoicedseparately by Carrier with the appropriate backup paperwork attached.Attachments should include a copy of the signed Bill Of Lading and a copy of thecarrier delivery log.
       6.     **Term**.The term of this Appendix A-X 2005 shall be January 1, 2005 through December 31,2005 unless otherwise extended by the parties hereto.
       7.     **Enforceability**Either Party's failure in anyone or more instances to insist upon strictperformance of any of the terms and conditions of the Agreement or to exerciseany right herein conferred shall not be construed as a waiver or relinquishmentof that right or of that Party's right to assert or rely upon the terms andconditions of the Agreement. Any express waiver of a term of the Agreement shallnot be binding and effective unless made in writing and properly executed by thewaiving Party.
       8.     **Ratification:Conflicts**. Except as specifically amended herein, all tenns andconditions of the Agreement remain in full force and effect. In the event of anyconflict between this Appendix and the Agreement, this Appendix will govern.
       **IN WITNESS WHEREOF**, CARRIER andSHIPPER have executed this Appendix A-X 2005 as of the date(s) of executionwritten below their signatures.

Loadsource Locistics. LLC>,
 
COORS BREWING COMPANY,
 
a[n]   Texas        corporation
 
a CoJorado corporation

Date:

        
  
Date:

5/26/05
  
By:

       
   
By:

         
  
Title:

        
  
Title:

Manager, Corporate Transportation
 

23****