**MOTOR CARRIER TRANSPORTATION AGREEMENT**
***This Motor Carrier Transportation Agreement ("Agreement") is entered intoas of this 28th day of February, 2005 by and between Swift &Company, Inc., a Delaware Corporation, with principal offices located at 1770Promontory Circle, Greeley, Colorado 80634 ("Shipper") and the following namedcarrier ("Carrier"):***
Name:     LOAD SOURCE LOGISTICS
Address:     2233 RIDGE ROAD STE102     
City, St, Zip     ROCKWALL, TX  75087
Tel.  No.:     9727229999
Fax No.:     9727229998
Contact Person:     MICHAEL KNAPP
Title:     
E-mail:     
NMFTA SCAC:     1063
**R E C I T A L S**
***A.     Shipper, through its operating divisionsand subsidiaries, desires to utilize the services of Carrier to transportcertain of its goods ("Shipments") in accordance with its needs as described inthis Agreement.***
B.     Carrier is fit, willing, and able to providemotor carrier transportation as required to fulfill the needs of Shipperdescribed in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and understandings ofthe parties and on the conditions hereunder expressed, the parties herebymutually covenant and agree as follows:
TERMS AND CONDITIONS
Term and Termination.  This Agreement shall becomeeffective 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 yearto year thereafter; provided, that either party may terminate this Agreement atany time upon thirty (30) days' written notice to the other party.Notwithstanding the foregoing, Shipper may terminate this Agreement immediatelyupon written notice to Carrier in any of the followingevents:
Carrier loses any authority lawfullyrequired by any governmental agency (whether foreign, Federal, State or local)to perform its obligations under this Agreement;Carrier receives written noticefrom Shipper of a specific defect in authority necessary to perform Carrier'sobligations under this Agreement;Carrier breaches any covenant, obligations,condition or requirement imposed upon it by this Agreement, and such breachcontinues for a period of five (5) days after written notice thereof toCarrier;Shipper becomes, for any reason, insecure about Carrier's financialcondition; orCarrier does not maintain any of the insurance coverages or providecertificates of insurance specified in Appendix E, or any such insurance iscancelled, materially changed or not renewed for any reason.Carrier fails tocomply in any material respect with applicable federal, state and local laws inperforming its duties under thisAgreement.
Authorizations.
Carrierrepresents and warrants to Shipper that it is a motor carrier in interstate,intrastate, or foreign commerce registered with the U.S. Department ofTransportation ("DOT") pursuant to 49 U.S.C. §13902 in Docket Number MC-and sub numbers thereunder, is fully authorized to transport Shipper's goods bymotor vehicle between all points covered by this Agreement, and its operationsare in compliance with all aspects of all applicable foreign, Federal, State andlocal laws.  True, correct and complete copies of the documents evidencingCarrier's currently effective registration with DOT are attached hereto asAppendix A.To the extent that this Agreement provides for extra-provincialcontract carrier service to, from or through any Canadian Province and/orMexican state that requires Carrier to obtain a document evidencing that it isauthorized and qualified to provide such service, true, correct and completecopies of such documents are attached as Appendix B.To the extent that thisAgreement provides for intrastate or intraprovincial contract carrier service inany State or Province that requires Carrier to obtain a document evidencing thatit is authorized and qualified to provide such service, true, correct andcomplete copies of such documents are attached hereto asAppendix C.
Shipments.  In its sole andabsolute discretion, Shipper shall tender Shipments to Carrier as Shipper'sneeds require for transportation by Carrier between points within the UnitedStates or within, to or from Canada and Mexico.  Notwithstanding anythingcontrary in this Agreement, Shipper shall not be required to tender any Shipmentto Carrier.  Each Shipment accepted for transportation shall move pursuant to aUniform Bill of Lading or such other document specified by Shipper or requiredby law; provided that, if there shall be a conflict between the terms of anysuch Bill of Lading or other document and the terms of this Agreement, the termsof this Agreement shall control.  All Shipments shall be subject to stop-off forloading or unloading and no additional charge shall be assessed by Carrier for astop-off privilege except as set forth in this Agreement.
Service To BePerformed.
During the term of this Agreement,Carrier agrees to accept and transport pursuant to the terms of this Agreementall 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 ofthis Agreement when tendered by or in the name of (i) Shipper, (ii) thirdparties for delivery to facilities of Shipper, or (iii) third parties whenShipments are made from the premises (plant or warehouse) of, or utilized by,Shipper and freight charges for such Shipments are billed to Shipper.  Shipmentstransported 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 andsubsidiaries.All transportation performed within, to or from the United Statesby Carrier for Shipper during the term of this Agreement shall be deemed to becontract carriage performed pursuant to 49 U.S.C. §14101 and Carrier'scontract carrier authority.  Shipper and Carrier expressly waive any rights orremedies under 49 U.S.C. Subtitle IV, Part B to the extent that they areinconsistent with the provisions of this Agreement.   Notwithstanding anythingto the contrary in this Agreement, in no event shall any transportationperformed by Carrier for Shipper pursuant to this Agreement be deemed to becommon carriage.All transportation performed by Carrier for Shipper within, toor from Canada or Mexico during the term of this Agreement shall be performedpursuant to the operating authority required to be held by the Carrier underapplicable foreign, Federal, Provincial, State and local law.Carrier agrees,upon receipt of each Shipment from Shipper or third parties specified in Section4(a)(ii) and (iii) to give Shipper or such third persons a written receipt forthe Shipment signed by Carrier or Carrier's agent.  The receipt shall be primafacie evidence of the receipt of the Shipment by Carrier in good order andcondition, unless otherwise noted on the face of the receipt. Carrier furtheragrees to transport the Shipment without delay and deliver such property in likegood order and condition to the consignee at destination with reasonabledispatch.  Carrier shall obtain signed receipts from consignee or otherappropriate persons designated by Shipper upon delivery.  Such receipts shallshow the actual time of delivery of the Shipment. Carrier assumes fullresponsibility and is liable to Shipper and/or consignee as their respectiveinterests may appear for any and all loss of or damage to tendered Shipmentswhile in Carrier's possession or control or resulting from Carrier's performanceof, or failure to perform, its obligations under this Agreement. If Carrierbelieves that it will be unable to complete with reasonable dispatch and withoutloss of, or damage to, any Shipment, any service which it has agreed to performunder the terms of this Agreement, Carrier shall immediately notify Shipper.Upon such notification Shipper shall have the right to direct Carrier to turnover the Shipment to a carrier designated by Shipper for completion oftransportation.  Delivery of the Shipment to the carrier designated by Shippershall relieve Carrier of any further obligations for transportation of theShipment and Shipper of any obligation to pay any charges to Carrier withrespect to the Shipment.  If Shipper elects to allow Carrier to retain custodyof the Shipment, Carrier shall retain responsibility for delivering the Shipmentto the consignee as soon as reasonably practicable under the circumstances.Thefollowing Appendices and all other Appendices attached hereto and referenced inthis Agreement are hereby incorporated into this Agreement and made a part ofthis Agreement for all purposes as if fully set forth in thisAgreement:
Appendix D - Fuel SurchargePolicyAppendix E - Liability and Insurance Coverage ProvisionsAppendix F -ClaimsCollection and Resolution ProceduresAppendix G - Special RulesAppendix H -Special ServicesAppendix I - Lane Rate ListAppendix J - Specific PriceListAppendix K -Mileage Matrix Price List

All defined or capitalized terms used in any Appendix shall have the samemeaning as assigned in this Agreement.  To the extent that any provision of anyAppendix modifies or is inconsistent with any provision contained in thisAgreement the provisions in the Appendix shall take precedence.
Freight Rates andCharges.
Appendix I is the Lane Rate List,which contains per mile and flat rates for determining point-to-point freightcosts.  Appendix K is the Mileage Matrix Price List, which contains arevenue per mile price guide for determining freight rates from a state or zipcode to destinations designated by zip codes.  Appendix J is the SpecificPrice List, which contains other freight rates mutually agreed between theparties to this Agreement.  In the event of conflict, freight rates contained inor calculated by reference to Appendix J shall take precedence over freightrates contained in or calculated by reference to Appendix I, which shall inturn shall take precedence over freight rates contained in or calculated byreference to Appendix K.  Shipper and Carrier acknowledge that thisAgreement is a form agreement used by Shipper in contracting for transportationservices from numerous carriers, and Shipper and Carrier may agree not toinclude Appendix I or Appendix J in this Agreement.  However, the sameorder of precedence shall apply to such Appendices as are attached.Notwithstanding anything to the contrary in this Agreement, Appendix I flatrates only apply to one origin/one destination Shipments.As used in thisAgreement, the term "freight rates" shall refer to line haul transportationprices determined in accordance with Appendices I, J or K(as applicable) and the term "freight charges" shall refer to the total amountto be paid by Shipper to Carrier for the transportation services provided underthis Agreement, including freight rates plus any ancillary or accessorialcharges (such charges as set forth on Appendix J).The mileage used indetermining freight rates under this Agreement, shall be based on the RandMcNally Household Goods Mileage Guide #18 (and successive issues thereof) whenthe transportation movement is between points listed in the Key Point CityIndex, and on the Rand McNally Milemaker via shortest route of movement in allother cases.
Amendments To FreightCharges.
In the event that Shipper or Carrierdesires to amend any of the lists contained in Appendices I, J or K, either byaddition of new origins or destinations or by reductions or increases in prices,or to amend any ancillary or accessorial charges, Shipper and Carrier shallnegotiate in good faith in accordance with the procedures set forth in thisSection 6. Amendments to freight charges may be negotiated between the Directorof Transportation of Shipper and the following representative(s) of Carrier:MICHAEL KNAPP, Title:_____________________ or _____________________,Title:_____________________.  Amendments to freight charges will be effectivefrom the date mutually agreed to by Shipper and Carrier and shall remain ineffect until such time as the freight charges are renegotiated.Shipper shall,within seven (7) days of negotiation of an amendment to a freight rate orcharge, send Carrier written notice of such amendment.  Such notice shallindicate in a clear and systematic manner the new rate or charge and effectivedate.  The amendment shall be effective upon execution by authorizedrepresentative of Shipper and Carrier.
Payment OfFreight Charges.  Carrier will present freight bills for freight charges to thefreight payables address specified on the bill of lading or other documentprovided by Shipper.  Payment by Shipper of all undisputed freight charges shallbe made within fifteen (15) days of receipt of invoices from Carrier.  Shippershall not be responsible for payment of freight bills tendered to persons otherthan those specified by the Shipper.  Carrier agrees that upon receipt by it ofpayment in accordance with the terms of this Agreement all rights of the Carrierto any freight charges for transportation of the Shipment shall be automaticallyand irrevocably extinguished.  Carrier agrees that if any claim is asserted byit or anyone purporting to act on its behalf or as its successor in interest orassignee against Shipper for charges in addition to those specified in thisAgreement or against any consignor or consignee of any Shipment for any chargesof any kind, then Carrier or its successor in interest or assignee shallreimburse Shipper and consignor or consignee for all costs of defending againstany such claim, including reasonable attorneys fees.  Carrier agrees thatassignment of any rights under this Agreement or with respect to any claimrelating to transportation of any Shipment will be subject to the provisions ofthis Section 7 and that any attempt by Carrier to assign any such right or claimother than subject to the provisions of this Section 7 will automaticallyextinguish any such right or claim.   In consideration of Shipper's commitmentto make prompt payment of freight charges, Carrier hereby waives any lien thatit might have on any Shipment.  If, notwithstanding this waiver, Carrier oranyone purporting to act on its behalf or as its successor in interest orassignee should attempt to assert any such lien, Carrier or such other partyshall reimburse Shipper for its costs, including reasonable attorneys fees,incurred in obtaining release of the lien.  49 CFR §378, which coversprocedures for overcharges, is hereby incorporated by reference.  If any portionof 49 CFR §378 conflicts with any portion of this Agreement, then theprovisions contained in this Agreement shall takeprecedence.
Equipment.
Carrier shall, atits sole cost and expense, furnish the required number and types of motorvehicle equipment ("Equipment") required to provide transportation servicerequested by Shipper.  The Equipment shall be suitable for Shipper's use and ingood operating condition and appearance and in compliance with all applicablefederal, state and local laws and regulations.  Carrier shall also provide,supervise and control all drivers, dispatchers, maintenance and suppliesnecessary for the proper operation of the Equipment.  Carrier agrees to useeither company-owned equipment or permanently leased equipment to transport theShipments.  Carrier agrees not to broker Shipments or use trip-lease equipmentwith respect to any Shipment without prior approval from Shipper's logisticsdepartment.The Equipment shall be well maintained, clean, empty, water tight,and insect, rodent and odor free.  Carrier agrees that, when transportingShipments which contain food products intended for human or animal consumption,it will not utilize any trailer which has been previously utilized for thetransportation of Hazardous Materials within the meaning of 49 U.S.C. §5102or Solid Waste within the meaning of 42 U.S.C. §6903 or which otherwise isnot 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 ensurethat all Equipment used in connection with Shipper's Shipments complies with theSanitary Food Transportation Act of 1990 and the regulations promulgatedthereunder.  Equipment shall be rejected at no cost to Shipper if it does notpass Shipper's inspection standards or otherwise meet Shipper's requirements.The acceptance and loading of any Equipment by Shipper shall not constitute awaiver of any claims by Shipper for (x) damage to any Shipment or (y) any otherbreach of this Agreement.
Costs And Expenses OfOperation.  Carrier shall bear all of the costs, expenses, and liabilities ofproviding the services and supplies required for the operation, maintenance, andrepair of Equipment, all labor costs and expenses and all costs and expenses forthe procuring and maintaining of all insurance, operating authorities, licensesand permits as may be required for the performance of transportation serviceunder the terms of this Agreement.
Routing.  Carrier has the right toselect the actual routes it will follow in transporting Shipments but, to theextent that mileage rates apply to the movement, the computation of such ratesshall be determined by application of the shortest available mileage asreflected in the most current edition of the Rand McNally Household GoodsMileage Guide as provided in Section 5(c).
Load And Count.  Shipperreserves the right to load Carrier's Equipment.  If Shipper or any third partyspecified in Section 4(a)(ii) or (iii) exercises its option to load Carrier'sEquipment, Carrier shall be responsible for verifying the quantity of theShipment loaded.  Shipments from Shipper's facilities will be "Shipper Load andCount".  Shipments from Shipper's Cold Storage Facilities will be "Carrier Loadand Count".
Standard of Performance.  This Agreement provides forperformance of transportation service that is designed to meet the distinctneeds of Shipper. Carrier agrees to use utmost care and diligence as to theprompt and safe transportation of all freight entrusted to its care by and forthe account of Shipper.  Carrier agrees to deliver all shipments tendered to itwith reasonable dispatch, which shall be the number of days necessary totransport the shipment from origin to destination in compliance with allapplicable safety regulations giving due consideration to weather and roadconditions.
Indemnification.  Carrier shall protect, indemnify, defend andhold Shipper and its owned, controlled, affiliated, associated, interrelated andoperated companies, the stockholders, directors, officers, agents, employees andrepresentatives of each such company, and any third party specified in Section4(a)(ii) or (iii) (each an "Indemnified Party") harmless, from and against anyand all thefts, damages, liabilities, costs, attorneys' fees, or any other fees,costs and expenses whatsoever sustained by an Indemnified Party under, arisingout of, or in connection with Carrier's performance of its obligations underthis Agreement.  
Force Majeure.  Except as otherwise provided in thisAgreement, the obligations of the parties in this Agreement shall be temporarilysuspended during any period(s) in which either of the parties is unable tocomply with the requirements of this Agreement by reason of: the acts of God orthe public enemy; fire; flood; labor disorder; civil commotion; governmentinterference (excluding, however, any failure by Carrier to comply with allapplicable foreign, Federal, State and local laws); inability of Shipper topurchase, produce or market sufficient goods for transportation by Carrier; orother contingencies similar or dissimilar to the foregoing beyond the reasonablecontrol of the affected party.
Compliance With Foreign, Federal, State,Provincial And Local Laws.  All transportation conducted by Carrier hereundershall be performed in full compliance with all applicable foreign, Federal,State, Provincial and local laws, ordinances, regulations, orders andpermits.
Compliance With Safety Practices.  When on the premises ofShipper or of any third party specified in Section 4(a)(ii) and (iii), Carrier,its employees, subcontractors and agents shall comply with the safety practicesand procedures established for those premises.  Any person refusing to complywith such practices and procedures may be excluded from the premises and theCarrier shall be responsible for the consequences of such exclusion including,but not limited to, delays, damage or spoilage of theShipment.
Severability.  In the event that the operation of any portion ofthis Agreement results in a violation of any foreign, Federal, State, Provincialor local law, the parties agree that such portion shall be severable as toservice performed in the jurisdiction in which the operation would result in aviolation and that the remaining provisions of this Agreement shall continue infull force and effect.
Independent Contractor Status.  It is the intentionof the parties that Carrier shall be an independent contractor with respect toShipper, and nothing contained in this Agreement shall be construed asinconsistent with such status.  Carrier shall have the sole and exclusive (i)control over its employees in performing the transportation service provided forhereunder and (ii) obligation to ensure that all Equipment complies withapplicable federal, state and local laws, and Carrier shall have the right toengage and employ such individuals as it may deem necessary in connectionherewith, it being understood and agreed that said individuals shall beconsidered employees or agents of Carrier only, and shall be subject toemployment, discharge, discipline and control solely and exclusively byCarrier.
Taxes And Assessments.  Carrier shall have full responsibilityfor, and shall pay, all foreign, Federal, State, Provincial and local taxes,assessments, insurance (including, but not limited to, workers compensation,unemployment compensation, disability, old age pension and social securityinsurance) and other financial obligations arising out of the performance of itsobligations under this Agreement.
Assignment.  Carrier may not assign ortransfer this Agreement without the prior written consent ofShipper.
Controlling Law.  Interpretation and enforcement of thisAgreement shall be governed by the laws of the State of Colorado.
Notices.Except for routine communications in the course of performance of thisAgreement, which may be transmitted in accordance with any proceduresestablished by agreement or acquiescence of the parties, all notices under theterms of this Agreement shall be in writing and delivered by fax, certified mailor overnight courier.  Notices transmitted by fax shall be deemed to be receivedas of the date and time of acknowledgment of receipt as reflected in thesender's fax records maintained in the ordinary course of business.  Noticestransmitted by certified mail or overnight courier shall be deemed received asof the date and time signed for by recipient.  Notices shall be addressed asfollows:

If to Shipper:
Director of Transportation 
Swift & Company, Inc.
1770 Promontory Circle
Greeley, Colorado 80634
Fax: 970-506-8325
If to Carrier:
LOAD SOURCE LOGISTICS
2233 RIDGE ROAD STE 102     
ROCKWALL, TX  75087
9727229998

Non-Waiver.  The failure of either party to insist upon the performanceof any of the terms, covenants, or conditions of this Agreement or to exerciseany right or privilege herein, or the waiver by either party of any breach ofany of the terms, covenants, or conditions of this Agreement, shall not beconstrued as thereafter waiving any such terms, covenants, conditions, rights orprivileges, but the same shall continue and remain in full force and effect asif no forbearance or waiver had occurred.
Confidentiality.  Each party acknowledges that thisAgreement, including the Appendices hereto, and any and all informationemanating from the other's business is considered to be proprietary andconfidential, and each party agrees it will not, during or after the term ofthis Agreement, permit the duplication, use or disclosure of such informationexcept as may be required by law.  Each party shall be responsible for anyunauthorized disclosure made by any of its employees, servants or agents andshall take reasonable precautions to prevent such disclosures.  For the purposeof this Agreement, the term "proprietary and confidential" does not include any:(i) information which, at the time of disclosure, is generally known by thepublic; (ii) information disclosed to the other party by third parties havingthe right to do so and who have not imposed upon the party obligations ofconfidentiality in respect thereof; and (iii) information which is known to thedisclosing party prior to the disclosure other than as an incident to theperformance of this Agreement.  Carrier shall be prohibited from using Shipper'sname or the names of Shipper's products or the existence of the relationshipCarrier has with Shipper in any of Carrier's publicity or promotional efforts,without the prior written consent of Shipper.
Mutual Cooperation.  It isunderstood by both parties that they must cooperate in order to insure the bestand most economical transportation service.  The parties therefore agree tocooperate with each other in all matters relating to the services to be renderedby Carrier to Shipper hereunder and the costs thereof.
CumulativeRemedies.  The remedies of Shipper herein provided are cumulative and shall notaffect in any manner any other remedies that Shipper may have by reason of thedefault or breach by Carrier of its obligations under thisAgreement.
Third Party Beneficiaries.  With the exception of the partiesto this Agreement and the Indemnified Parties, and their respective permittedsuccessors and assigns, there shall exist no right of any person to claim abeneficial interest in this Agreement or any rights occurring by virtue of thisAgreement.
Entire Agreement; Amendment.  This Agreement, together with anyAppendices and Exhibits attached to this Agreement or incorporated by referencein this Agreement, contains all the terms, agreements, covenants, conditions,and provisions upon which the parties have agreed and merges and supercedes allprior agreements, understandings, and representations relating to the subjectmatter of this Agreement.  This Agreement may not be modified or amended exceptby a writing executed by both parties and filed, if required by applicable law,with the required governmental agency or commission.  Amendments to the freightcharges shall be accomplished as provided in Section 6.

[Signature page follows]

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

SHIPPER:
 
CARRIER:
   
**Swift & Company, Inc.**
**1770 Promontory Circle**
**Greeley, Colorado  80634**
 
LOAD SOURCE LOGISTICS
2233 RIDGE ROAD STE 102
ROCKWALL, TX  75087
   
By:
 
By:
   
       
 
       

Signature
 
Signature
   
Timothy Baringer     
 
       

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 tendersCarrier under the terms of this Agreement.
***Fuel adjustments will be based on the scale set out below.  Adjustmentswill be determined each Monday (Tuesday will be used if Monday is a Federalholiday) (such date the "Determination Date") based on the U.S. Department ofEnergy ("DOE") diesel hotline (202) 586-6966, national average fuel index.Adjustments will be applied to all Shipments beginning the Monday following theDetermination 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 fuelindex on the Determination Date above $1.20 per gallon.  The fuel surcharge willbe decreased by $0.01 (one cent) per mile for each decrease of $0.05 (fivecents) per gallon in the DOE fuel index on the Determination Date below $1.099per 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 freightinvoice. It is the Carrier's responsibility to reflect this surcharge on freightbills. Shipper will not add fuel surcharge to Carrier's freight invoices andwill not be responsible for payment of any fuel surcharge that is not includedin 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 safetransportation of all Shipments entrusted to its care and shall be responsibleto Shipper for all loss or damage of whatever kind and nature and however causedto any Shipment entrusted to or in control of Carrier, or of any other person towhom Carrier may have entrusted Shipment and before such Shipment is deliveredto the consignee or returned to Shipper.  Carrier agrees to procure and maintainin force continuously throughout the term of Agreement the coverages asspecified in this Agreement.  Carrier agrees to name Shipper as additional namedinsured under policies one, two and three listed below.  Prior to the time thatShipments are transported by Carrier, Carrier shall furnish to Shipper acertificate or certificates evidencing the insurance policies and endorsements.If Carrier cannot provide such certificates to Shipper prior to the time of thefirst Shipment, then in lieu of such certificates Carrier's insurance carrier orauthorized insurance agent may provide evidence of such insurance by facsimileor other form of written communication actually delivered to Shipper prior toloading of the first Shipment, and Shipper shall be entitled to rely on suchfacsimile or other form of written communication.  If Shipper accepts such afacsimile or other written form of evidence, Carrier or its insurance carriershall furnish the actual certificate or certificates within five (5) days of thedate of this Agreement.  Prior to cancellation or non-renewal of, or materialchange in, any policy or endorsements upon renewal or otherwise, Carrier and itsinsurance carrier shall furnish Shipper with thirty (30) days' advance writtennotice thereof, and Carrier's insurance carrier shall indicate on thecertificate provided to Shipper its promise to comply with this noticeprovision.  Carrier shall maintain and provide Shipper with evidence of thefollowing coverages:
COMPREHENSIVE GENERAL LIABILITY INSURANCE

Carrier shall procure and maintain Comprehensive General Liability Insurance, inaccordance with the requirements of 49 U.S.C. § 13906(a)(1), includingblanket contractual coverage, for bodily injury and property damage in theamount of one million dollars ($1,000,000.00) combined single limit peroccurrence.
AUTOMOBILE BODILY INJURY AND PROPERTY DAMAGEINSURANCE

Carrier shall procure and maintain Automobile Bodily Injury and Property DamageInsurance protecting against claims for bodily injury, including accidentaldeath, 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 unitliability limit sufficient to cover Shipments having a minimum value of $100,000and a maximum value of up to $300,000.  In the All-Risk Cargo Insurance shallinclude coverage for refrigeration unit breakdown.
WORKER'S COMPENSATION

Carrier shall procure and maintain workers compensation insurance as required byapplicable law or regulation.
If any foreign, Federal, State, Provincial or local government regulatory bodyprescribes minimum amounts of insurance in excess of the amounts prescribedherein, such required insurance minimums will take precedence and shall berequired 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.  Anydifferent or additional coverages will be specified in this Appendix.
All certificates shall be issued (as additional insured) to:
**Swift & Company, Inc.**
**Attn: Logistics Department**
**1770 Promontory Circle**
**Greeley, Colorado  80634**
**If Carrier has any questions regarding insurance requirements, it shouldcontact Swift & Company Logistics Department.**

**APPENDIX F****SWIFT & COMPANY****CLAIMS COLLECTION ANDRESOLUTION PROCEDURES**
Carrier Liability.  49 CFR §370, which setsforth procedures for loss and damage claims, is hereby incorporated byreference.  If any portion of 49 CFR §370 conflicts with any portion ofthis Agreement, then the provision in this Agreement shall take precedence.  Forpurposes of a loss or damage claim, the value of Shipper's goods shall be theprice at which the goods were sold prior to shipment, or if goods are beingtransported for purposes other than to satisfy a purchase contract, thereplacement cost of the lost or damaged goods at the location at which theShipment was received by Carrier.
Verification of Discrepancy.  Carrieragrees to verify any discrepancy in the physical count between Shipper'sdocuments and delivery receipt.  Carrier agrees to report the discrepancy assoon as possible to Shipper's claims department during normal business hours.Failure of Carrier to report the discrepancy may result in a freight claim beingfiled against Carrier.
Claims.  A claim for loss, damage or delay to cargomust be submitted by Shipper, in writing, within nine (9) months of notificationof loss, damage or delay of cargo.  Carrier will acknowledge receipt of eachclaim, in writing, within thirty (30) days of receipt.  Carrier will pay ordecline, in writing, the claim within sixty (60) days of receipt of the claimfrom Shipper.  If Carrier is unable to make final disposition within sixty (60)days, Carrier must notify Shipper immediately, in writing, of the reason for thedelay and the status of the claim.  Shipper shall have the right to offsetmonies owed on a valid claim from Carrier freight chargesif:
Carrier does not pay any valid claim withinone 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**
Delay in Transit.  The date by which each Shipmentmust be delivered will be specified in the bill of lading or other shippingdocument furnished to Carrier at the time Shipment is tendered.  Carrier willalso be required to call the consignee of each Shipment to obtain a deliveryappointment time on the delivery date, if delivery time is not furnished toCarrier at the time the Shipment is tendered to it.  If the Carrier believesthat it will be unable to comply with the specified delivery date and time, itwill so advise Shipper and specify the date and time by which it estimates thatit will be able to deliver the Shipment.  Damage to Shipper as a result ofCarrier's failure to deliver a Shipment with reasonable dispatch shall bedetermined on the basis of the delivery date and time specified by Shipperunless Carrier has notified Shipper prior to acceptance of the Shipment that itcannot make delivery by that date or time, in which case damage for failure todeliver with reasonable dispatch shall be determined on the basis of thedelivery date and time estimated by the Carrier.  If the original requesteddelivery date and time on the Shipment changes for any reason, consigneerequested or otherwise, the Carrier must immediately contact Shipper's CustomerService Representative and notify him/her of the change.
Accidents.  Inthe event of an accident while a Shipment is in Carrier's possession, Carrierwill notify Shipper immediately by telephone and confirm in writing the knowndetails of the accident.
Application of Rates.  Except as otherwiseprovided herein, rates and charges named herein apply on Shipments tendered byShipper to Carrier on one day, on one shipping order or document, for deliveryto one consignee at one destination.  Where more than one pick-up or delivery isperformed, separate shipping orders or documents may be used for each pick-up ordelivery, on each of which appropriate cross reference must be made todefinitely establish its identity as part of the aggregate weight composing theprescribed truck load or volume minimum.
Intermediate Rule.  From or toany point not named herein (from or to which Carrier is lawfully permitted orauthorized to operate) which is intermediate to a point from or to whichspecific rates are named herein, the rate from or to the next more distant pointnamed herein will apply.
Minimum Weight.  When and where foreign, Federal,State, Provincial or local laws prescribe maximum gross weights which preventShipper or intermediaries from loading the minimum weight provided in AppendicesI, J or K, such shipment will be transported by Carrier in accordance with ratesapplicable to the minimum weight that would be loaded but for the legalrestriction and without penalty to the Shipper.

**APPENDIX H****SWIFT & COMPANY SPECIAL SERVICES**
Truckload or Volume Rates.  Truckload or volume ratesapply on shipments (tendered to Carrier by Shipper on one shipping order ordocument) equal to or exceeding the specified minimum weight or on shipments onwhich charges are paid on basis of minimum weight.
Mixed Truckloads.Except as otherwise provided in this Agreement, mixed Shipments will betransported at the respective truckload or volume rates applicable as containedin Appendices J, K or L.
Alternative Application of Weight Rates.  In nocase shall the charge for any Shipment be greater than the charge for a greaterquantity of a like kind of freight at the rate and weight applicable to suchgreater quantity of freight.
Pick-Ups.  Minimum truckload or volumeShipments may be made up of combined Shipments loaded at one or more plants,warehouses or docks owned or operated by Shipper and at other points designatedby Shipper under conditions specifically provided in this Agreement.
SplitDeliveries.  Split deliveries of truckload or volume shipments may be made totwo or more consignees under the conditions provided in thisAgreement.
Stop-Offs.  Truckload Shipments may be billed to stop intransit to complete loading or partially unload at intermediate points from orto which Carrier is lawfully permitted or authorized to operate under conditionsprovided in this Agreement.  With respect to Shipmentsstopped-in-transit:
All freight charges must bepaid in full at one time by Shipper.Only one bill of lading and shipping ordershall be issued for the entire Shipment.The bill of lading and shipping ordershall show, in the place provided, the name of the consignee and deliveryaddress.The names of the places and addresses at which vehicles are to bestopped for completion of loading or partial unloading may be shown either inthe body of the bill of lading and shipping order or on a separate writing whichshall be attached to and considered a part of the shipping documents.The freightprice shall be calculated using the appropriate mileage for the total milestraveled via the shortest route of movement from origin to final destinationthrough all stop-off points.  The final destination shall govern which mileagerate or scale to use and the mileage rate or scale used must also correspond tothe initial point of origin.In addition to the basic freight price insubparagraph (e), Shipper shall pay a stop-off charge of $50.00 for each stop(excluding pick-up(s) and finaldelivery).
Loading and Unloading.  If Carrier isrequired to perform or pay for loading or unloading, it will be fully reimbursedby Shipper.  Carrier shall not charge lumper fees unless Carrier is prohibitedfrom unloading by consignee and unless Carrier has obtained prior telephoneauthorization from Shipper's logistics department.  If proper authorization isreceived by Carrier from Shipper, Carrier will be paid for unloading only aftersubmission of a verifiable receipt from the consignee for services performed.Shipper will be responsible for loading charges at origin shipping facilities.
Carcass Unloading Charges.  Notwithstanding paragraph 7, Shipper shallreimburse Carrier for carcass unloading charges billed by consignee to Carrier,provided Carrier submits receipts or other satisfactory evidence of such chargesto Shipper.  This provision applies to carcass shipments only.
DocumentsAccompanying Shipment.  Rates and charges named herein include forwarding, inthe same truck, of shipping documents, invoices, assembly and operatinginstructions pertaining to the goods transported.
Protective Service.Carrier will provide adequate protection for preservation of perishable goodsagainst heat or cold, and will provide temperature-controlled Equipment capableof operating at temperatures between thirty-six (36) degrees Fahrenheit andminus ten (-10) degrees Fahrenheit.  Carrier will operate the Equipment at thetemperature instructed in writing by Shipper or third parties specified inSection 4(a)(ii) or (iii) of the Agreement and the rates and charges namedherein include the cost of providing such equipment andprotection.
Pallets.  Unless otherwise provided in Appendices I, J or K,pallets which are the property of Shipper or any third party specified in3(a)(ii) or (iii) of the Agreement are used by Carrier to facilitatetransportation, will be considered and treated as part of the Equipment, and therates and charges named herein include an equal exchange of like pallets at thetime of each loading and unloading. Pallet rates will be as specified inAppendices I, J or K.
Goods Descriptions.  Goods subject to this Agreementinclude, but are not limited to perishable food products, processed meats andraw meats.
Drop Trailers.  Carrier agrees to provide "drop" trailers asrequested by Shipper at designated origins/destinations in order to supportShipper's business requirements.
Shipment Tracing System.  Carrier shallestablish and maintain a driver call-in system and procedure for Shipmenttracing purposes, including actual arrival times.  For each Shipment receivedfor transportation, Carrier shall be able to provide daily transit information(Shipment location, time of check call and estimated time ofarrival).
Driver Teams.  Carrier will provide two-driver teams or relayteams where the scheduled delivery time would not otherwise allow deliverywithin DOT hours of service regulations or for other reasons known to Carriersuch as Carrier caused late pickup.
Meat Hooks.  Carrier shall provide therequired number of long and/or short meat hooks necessary for the type ofcarcass meat loads tendered by the Shipper.  In the event excess hooks aretendered for the Shipment, such hooks may be removed and will be credited to theaccount of Carrier on Shipper's Hook Accounting System and, in the event ofinsufficient hooks to handle the Shipment, hooks may be added to the trailer andsuch hooks will be debited to Carrier's account on such system.  Carrier shallbe liable to Shipper for all net debit balances to Shipper as recorded in suchsystem.
Reconsignment or Diversion.  Shipments may be diverted orreconsigned subject to the following terms andconditions:
The term "diversion" or"reconsignment" means:
A change in the consigneeand/or the destination with respect to a Shipment, orAny other instructionsgiven by Shipper necessary to effect delivery and requiring an addition orchange in billing or additional movement of the Equipment, orboth.
In the event of reconsignment or diversiondue to Carrier's negligence or other causes attributable to Carrier, Carriershall transport the Shipment to the diverted or reconsigned point (includingpoints short of the original destination).  In such case, the freight rate shallbe the price applicable from origin to original destination or from origin tothe diverted or reconsigned point by the shortest direct route, whicheverproduces the lowest freight rate.Reconsignment or diversion involving a changein destination or change in consignee which is requested by Shipper will behandled in the following manner.  The freight rate to apply to a diverted orreconsigned shipment will be the price found using the revenue per mile ratefrom the appropriate Appendix for the total miles traveled via the shortestroute of movement from origin to final destination through all stops,reconsignment, or diversion points.  The final destination shall govern whichState's mileage rate or territorial mileage scale shall apply.  In addition,Shipper shall pay a reconsignment or diversion charge of $50.00.  Carrier willnot be paid a diversion or reconsignment charge if delivery is accomplishedwithin the same city (or its commercial zone) as originally billed.  There willbe no diversion charge paid on Mexican and Canadian shipments if stop(s) arerequired for broker and/or government inspections.  (Additional stop chargeswill be paid.)  No additional charges relating to reconsignment or diversionwill be paid unless authorized or requested by Shipper's traffic or claimspersonnel.If there is a reconsignment or diversion requested by Shipper, Shippershall pay demurrage of $15.00 per hour for delaying Equipment at the originaldestination longer than the first two hours of free time; provided, however, thetotal charge for reconsignment or diversion per twenty-four (24) hour period,including such demurrage and the reconsignment or diversion charge referred toin subparagraph (c), shall not exceed $150.00.When it is necessary to return tothe Shipper refused, rejected or undelivered shipments transported under ratesand provisions provided in this Agreement, Carrier will return such Shipments toa 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 bill the approvalnumber issued by Shipper representative who authorized the additionalcharges.Carrier must comply with all security agreements including but notlimited to Continuous Seal Policy, and all safety requirements in place atShipper's facilities.  Carriers must maintain a complete and continuous sealrecord on "Shipper load and count" movements that show notations of sealsintact, the actual seal numbers, and the reseal numbers on multiple stopShipments.  This record should be signed and dated by receiver(s).  It is theCarrier's responsibility to provide seals for multiple stop Shipments.  Carriermust immediately notify Shipper's logistics department or claims department if acustomer refuses to comply with this procedure.  Failure to follow theseprocedures will result in a freight claim filed against the Carrier in the eventof product shortages.
Extraordinary Costs.Carrier agrees that any additional costs caused by Shipper, or extraordinaryoccurrences that are not specifically addressed in this Agreement and which arebeyond the control of Carrier, shall be negotiated with the Director ofTransportation of Shipper's logistics department on a case-by-case basis andboth parties will make every reasonable effort to achieve a fair and equitableresolution.
Load Tender Response

..  Shipper and Carrier acknowledge and agree that if Shipper tenders a requestto Carrier to provide services pursuant to this Agreement for a Shipment,Carrier shall have three (3) hours from the receipt of such request to acceptsuch 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 receiptof such request, Shipper and Carrier agree that Shipper shall have no obligation(including, without limitation, obligations to tender the Shipment or payfreight changes or costs relating to the Shipment) to Carrier under thisAgreement with respect to such Shipment and may tender a request to anothercarrier with respect to such Shipment.
Obligations

..  If requested by Shipper, Carrier will transmit to Shipper via electronic dataexchange, 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.