TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
PROBLEM: ENDORSEMENT AGREEMENT

    THIS ENDORSEMENT AGREEMENT is made and entered into effective this day of ___________________, 19__,  by and between SPORT-HALEY, INC.,  a Colorado corporation (the Company), and _________________ (hereinafter referred to as the Professional).

    WHEREAS, the Professional is an active, exempt and full-time touring professional on the Professional Golfer's Association Tour (the PGA Tour); and/or (the Senior PGA Tour) and

    WHEREAS, the company is in the business of designing and marketing quality men's and women's golf and active sportswear under the Haley label and desires to obtain the services of the Professional in endorsing, promoting and publicizing the Company and Haley apparel;

    NOW, THEREFORE, in consideration of the agreements of the parties set forth below, and in consideration of the Company's agreement to make the payments below described to the Professional the parties hereto agree as follows:

    1.   SERVICES OF THE PROFESSIONAL.  The Professional agrees to perform the          following services during the term of this Agreement:

              a.  The Professional agrees that, with respect to men's apparel,          he will exclusively endorse and use exclusively in play, practice,           exhibits, clinics and other events open to the media or public, Haley           brand apparel which shall consist of shirts, vests, jackets, sweaters,          pants and shorts (if permitted by applicable rules).

              b.  The Professional grants to the Company the exclusive worldwide          right and license to use his name, autograph, likeness, photographs,          electronic media depiction, signature and any other words, symbols or          depiction's which would identify the Professional to the public in           connection with the advertising, promotion, publicizing, sale and           distribution of Haley apparel by the Company.

              c.  Upon reasonable written request of the Company which shall be          tendered at least 30 days prior the date requested, the Professional           shall make himself available for the purpose of posing for print ads,          making commercials and other promotional materials, or attending           promotional events organized by the Company once per calendar year.  In          the event of such requests by the Company, the company shall be           responsible for the payment of all reasonable travel, lodging and           meal expenses incurred in connection with the Professional rendering          services described in this subsection. Should the services of the          Professional be required for longer than one day, the Professional           shall be entitled to his daily appearance fee, plus reasonable           expenses, for each day in excess of one day.

              d.  The Professional shall have the opportunity to select from           the Company's semi-annual golf sportswear collections for the purposes          of obtaining a wardrobe of Haley apparel suitable to the Professional           at the Company's expense. The Company shall have the right to place on          the left chest and right sleeve of any jackets, shirts, vests, or           sweaters and above the back pocket of any pants selected by the           Professional the Company's logo and name in use by the Company at that          time.

   2.    RIGHTS OF USAGE.  As described in Section 1(b) above, the Professional          has granted the company an exclusive worldwide right and license          to use his name, autograph, likeness, photographs, electronic media          depiction, signature and any other words, symbols or depiction's          (hereinafter the Professional's Image) which will identify the          Professional to the public in connection with the advertising,           promotion, publicizing, sale and distribution of Haley apparel.  The          Company shall have unlimited rights of utilization of the           Professional's Image in all advertising, promotion, publicity and           other forms of communication with any part during the term of this           Agreement, it being the intent of the Professional that the Company's          utilization of the Professional's Image shall be at the discretion of          the Company.  The right of usage described herein shall be subject to          the requirement that the Company shall not place the Professional's           Image in an unfavorable light.  The Professional or the Professional's          designated agent shall have the right to review any advertising,            promotion or publicity materials utilized by the company which            contain the Professional's Image on reasonable written or oral           request to the Company during the term of this Agreement.

    3.   COMPENSATION OF THE PROFESSIONAL.  In consideration of the rights          granted to the Company and the services to be provided by the           Professional, the Professional shall receive the following           compensation:

    4.   PAYMENTS. All payments to be made to the Professional pursuant to the          terms of this Agreement shall be made to the Professional and           delivered to ________________________________________________________           _____________________________________________________________________





         _____________________________________________________________________

         or at such other address as shall be designated in writing by          Professional.

    5.   RETENTION OF ENDORSEMENT RIGHTS. Except with respect to endorsement          rights granted to the Company for the apparel described herein, the          Professional shall retain all rights in and to the professional's name          and endorsement and the Professional shall not be prevented from           using, permitting or licensing others to  use the Professional name or          endorsement in connection with the advertising, promotion or sale of           any product other than golf apparel as described in Section 1 hereof.           The Professional represents and warrants that no agreement, contract           or understanding exists which would prevent or limit the performance           of any of his obligations under this Agreement.

    6.   TERM. The term of this Agreement shall extend from the date of          execution hereof through and until _______, unless extended by written          agreement of the parties. The parties shall use their best efforts to          reach agreement on the terms of any such extension. In the event the           Professional should for any reason become a non-exempt PGA Tour player,          the Company shall have the right to terminate this Agreement at its          discretion at any time during the initial term or any extension           thereof.  Additionally, if either part shall fail to observe or           perform any of the agreements or obligations undertaken by such party          hereunder, and such failure or default shall continue for a period of          30 days following notice from the non-defaulting party to the           defaulting party during which such failure or default shall not have           been cured by the defaulting party, then the non-defaulting party           shall have the right to terminate this Agreement following the           expiration of such 30-day notice period. The non-defaulting part          hereunder. Following the expiration of 90 days from the termination or          expiration of this Agreement, the Company shall cease usage of all           publicity, promotion and advertising materials which contain the          Professional's Image, it being the understanding of the parties that          during such 90-day period the Company shall have the right to use           such remaining publicity, promotion or advertising materials as shall          then be available to the Company.

    7.   NOTICE. All notices and communications required or permitted to be          given hereunder shall be in writing, signed by the sender, and           delivered by registered or certified mail to:

    If to the Company:       Robert G. Tomlinson, Chairman and CEO                              Sport-Haley, Inc.                              4600 East 48th Avenue                              Denver, CO 80216

    With a copy to:          Robert W. Walter, Esq.                              Berliner Zisser Walter & Gallegos, P. C.                              Suite 4700                              1700 Lincoln Street                              Denver, CO 80203

    If to the Professional:

    With a copy to:

    or such other address as shall have been furnished in writing by the     parties to each other.

    8.   ENTIRE AND SOLE AGREEMENT. This Agreement constitutes the entire          agreement between the parties and supersedes all statements, promises          and understandings, whether oral or written, with respect to subject          matter hereof.

    9.   SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the           Professional under any circumstances. The Company shall not be           entitled to assign this Agreement to any other party without the           Professional's express prior written consent, except any assignment           by the Company as a result of a stock exchange, merger, consolidation,          or sale of substantially all of the assets of the Company, in which           case not such consent shall be required.

    10.  SEVERABILITY. Should any one or more of the provisions of this           Agreement be determined to be illegal or unenforceable, all other          provisions of this Agreement shall be given effect separately from the          provision or provisions determined to be illegal or unenforceable.

    11.  GOVERNING LAW. This Agreement shall be construed and enforced in            accordance with, and governed by the laws of the State of Colorado           without regard to conflicts of laws principles.

    12.  COUNTERPARTS. This Agreement may be executed simultaneously in two or          more counterparts, each of which shall be an original, but all of which          together shall constitute one and the same Agreement. Facsimile           signatures shall be accepted by the parties hereto as original           signatures for all purposes.

    13.  HEADINGS. The headings in this Agreement are for purposes of           convenience and easy reference only and shall not limit or otherwise





         affect the meaning hereof.

    14.  DISPUTES. In the event of any dispute which arises between the parties          and which relates to the subject matter of this Agreement, the parties          acknowledge and agree that any such dispute shall be submitted for           binding arbitration in accordance with the arbitration procedures           established by the American arbitration Association in Denver,           Colorado.  If such association is not then in existence, an           independent association of arbitrators may be utilized  which is           designated by agreement of the parties. In the event the parties are           unable to agree on an independent association of arbitrators, either           party may apply to a court of competent jurisdiction for appointment          of arbitrators.

IN WITNESS WHEREOF, the Company and the Professional have executed this  Endorsement Agreement as of the day and year first above written.

                                       PROFESSIONAL:

                                       ----------------------------------------

                                       COMPANY:

                                       SPORT-HALEY, INC.

                                       By:                                           ------------------------------------- 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?

SOLUTION: 7499

PROBLEM: MOBILE APPLICATION DEVELOPMENT AGREEMENT (Agreement No: VAL/MAD/PVTINV/DC/190305/1) EDT (Electronic document transmissions)

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:- Incorporate U.S. Public Law 106-229, ''Electronic Signatures in Global and National Commerce Act'' or such other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001) and ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT). EDT documents shall be subject to European Community Directive No. 95/46/EEC, as applicable. Either Party may request hard copy of any document that has been previously transmitted by electronic means provided however, that any such request shall in no manner delay the parties from performing their respective obligations and duties under EDT instruments.

PRIVATE & CONFIDENTIAL

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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020





Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1

Mobile Application Development Agreement This Mobile Application Development Agreement (the Agreement) is made and effective from 5th Day of March, 2019 BETWEEN: VGrab Asia Ltd. (hereinafter called as the VAL), located at Room E, 6th Floor, Eastern Commercial Center, 397 Hennessy Road, Hong Kong. AND: Mr. Zheng Qing, Mr. Gu Xianwin and Ms. Chen Weijie (hereinafter called as the Developer), a group of private software developers individuals' lead and coordinated by Ms. Chen Weijie with its operations in P.R.China. And hereinafter, the parties hereto shall be referred to as Party or Parties. RECITALS Whereas, VAL wishes to engage the Developer for services as an independent contractor for the sole purpose of designing the Duesey Coffee Chinese Mobile Apps and backend software contained for iPhone, iPad, Android (Hereinafter called as the Project) developed as per the requirements specifications by VAL within this mobile application development agreement Whereas, the Developer is engaged in the making of such applications and holds all the necessary tools to obtain the needed results of this Project for VAL. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: SCOPE OF WORK The high level scope of work is the development of the Project on the requirements specifications as per Clause 6. Creative designs and graphics development is covered in the scope of work of this Agreement; Developer may recommend or create their own designs for the betterment of the App. COMMENCEMENT DATE This Agreement shall commence on 5th March 2019 AGREEMENT PERIOD This Agreement will be for the maximum period of six (6) months beginning for the commencement date, renewable in accordance with the terms hereof, unless earlier terminated pursuant to this Agreement.

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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020





Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1

ESTIMATION AND COMMERCIALS Platform iOS, Android

Development Chinese WeChat's Online Store, Social Media, Website, Online Promotion/Marketing and Online Payment for the P.R.China market. Total Delivery Time Min - 4 Calendar Months, Max - 6 Calendar Months Quotation (In USD) $ 200,000.00 Notes: Payments for this Agreement will be transferred by VAL via Bank Wire Transfer Method in US Dollars Currency as per Clause 5. PAYMENT TERMS All Parties agreed the payment listed below are fair and just for the services being provided. Payment to the following individual below within 7 days upon completion and handover on the Project to VAL. No. Name Function Amount

1. Ms. Chen Weijie Coordinator/Lead Developer USD100,000.00

2. Mr. Zheng Qing Developer USD50,000.00

3. Mr. Gu Xianwin Developer USD50,000.00 ENGAGEMENT PROCESS & MILESTONE The Engagement Process and Milestone corresponding for this Fixed Price Project Agreement are as follows: Graphic Design/ UI/ Creative Design/ multimedia The VAL is responsible for, and will supply any graphics/ design/ artwork/ multimedia (sound/ video) required for the project to the Developer at either the beginning of the project, or partially during the development. Developer will however put its recommendations; assist in graphic creation for the betterment of the App. Collaboration, coordination A status update on the progress of the work will be shared with VAL by the lead on milestones basis formally by developer, and informally on weekly/ fortnight/ or as and when required basis. Weekly status calls will also happen to discuss and review the work in progress. WeChat's Official Account Setup Developer will register a WeChat Official Account on behalf of VAL, which has access to all advanced APIs for the development of WeChat Online Duesey Coffee Store in P.R.China. WeChat's Official Social Media and Moments Setup Developer will develop and registered a Duesey Coffee Social Media Platform within the WeChat Official Account on behalf of VAL. WeChat's Mini Program and WeChat Pay Compliance

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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020





Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1

Developer will develop the Duesey Coffee Mini Program which incorporates the website, products storefront, inventory, ordering systems and payment system. Developer shall ensure the app is technically compliant to WeChat's App guidelines, and VAL's business compliance. Being Developer of the project, Developer will be responsible and liable for the product's business compliance with WeChat Mini Program and Payment guidelines. Simple tabular representation of the Milestone's definition schedule as per the points mentioned above:

No Definition Timeline

1

Setup WeChat Official Account for Duesey Coffee App design and Architecture completed. Backend API partially done. Front end Apps Alpha release initiated. Sent for test/ review by VAL

6  w e e k s  u p o n  s i g n i n g  o f Agreement

2

WeChat Store Front and Backend development Social Medial and WeChat Moments Front and Backend development Backend API fully done. Front end Apps Alpha release completed. Sent for test/ review by VAL. Previously reported bugs fixed.

Week 7 - 13

3

Bugs or feedback escaped in Alpha release fixed. Front end Apps beta release completed. Sent for test/ review by VAL Live run of Duesey Coffee Apps in WeChat

Week 14 - 18

4

All Apps fully completed. Sent for test/ review by VAL. All bugs or feedback resolved and incorporated. Submission to the stores if all tests are passed.

Week 19 - 21

5 Bug Fixing Warranty Time. If any bug is reported then it will be resolved on priority. Week 22 - 23

6 Live and Handover Project to VAL Week 24

100 % Completed

CHANGE ORDERS Definition of Change Order: Any change or modification in functionality or feature or UI of the App required by VAL which is beyond agreed functional requirements considered in this Agreement will be considered as a Change in the original specifications, and that shall be agree by Developer to VAL or vice versa as a Change Order in writing.

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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020





Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1

Change Orders do not however cover any bug or glitch fixing produced out of the code written by Developer as any bug will be fixed by Developer for free up to 3 months after final delivery (Bug Fixing Warranty). SCOPE OF DELIVERABLES No. Deliverable Name Scope

1. Duesey Coffee WeChatFunctionality Development WeChat Mobile App functionality to be developed across both platforms, API development.

2. Functional requirements & UI/Multimedia, backend access. VAL will supply products, logo, pricing and final design approval, multimedia, CMS access.

3. Application package App package to be shared with the VAL for testing andreview.

4. WeChat Official Account upload Apps to be uploaded in WeChat for public viewing anddownloading. DEVELOPMENT TECHNOLOGIES & TARGET DEVICES AND OS The proposed technologies are as follows: iOS SDK, Android, app.json, PHP iPhone and iPad running OS versions 5 to 8; Android devices running 3.0 and above. ASSUMPTIONS AND DEPENDENCIES The development and unit testing of the products will be done online for actual live functionality. The Developer shall on own cost use its credentials of its WeChat Developer Account to develop this Project for VAL. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP All Intellectual Property during the project is owned by VAL, and will be turned over to VAL at the conclusion of the project by Developer and after the fulfillment of all commercial obligations by the VAL. All rights and title to Duesey Coffee Intellectual Property created pursuant to the Project shall belong to VAL and shall be subject to the terms and conditions of this Agreement.

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Development Technologies: Target Device and OS:

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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020





Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1

CONFIDENTIALITY Any information, data and/or contents of documents made available by a party hereto to the other for the purposes of this Agreement hereby contemplated shall not, without the prior written consent of such party, be disclosed to any person, firm or corporation (and to only such extent for) the implementation of the Agreement. Such information, data and/or contents of documents may be disclosed to officers, employees, auditors, solicitors and other professional advisors of this Agreement but only to the extent required in each instance for the implementation of the Agreement hereby contemplated. Each party hereto hereby undertakes with the other party hereto, and to the intent that such undertaking shall have full force and effect notwithstanding that such party shall cease to participate in the Agreement, that it will not, without the prior written consent of the other party hereto, divulge to any person, firm or corporation, any information on technical, economic, financial and marketing matters and any material, data and/or contents of documents received by such party hereto from the other party hereto relating to the Agreement except where (but only to the extent that) disclosure is required by law and will ensure that its employees and agents shall at all times observe this clause. TERMINATION VAL shall, in the event of Developer committing any breach of any of the terms and conditions of this agreement or for any other reason considered as sufficient, be entitled to terminate this agreement by giving two (2) weeks' notice in writing and it is applicable only when the project is not completed. If the customer terminates the agreement, then VAL shall compensate the Developer up to the date of termination with a fee calculated on Pro-rata basis. Developer may also terminate this Agreement by giving two (2) weeks' notice in writing to VAL. It is applicable only when the project is not completed. In case Developer terminates the agreement, it shall handover the entire project related IPR, work done till date to VAL. TERM OF AGREEMENT This Agreement commences on the date it is executed and shall continue until full performance by both parties, or until earlier terminated by one party under the terms of this Agreement. ENTIRE AGREEMENT AND GOVERNING LAW AND JURISDICTION This agreement supersedes all oral and written representations and agreements between the parties including, but not limited to any earlier agreement relating to the subject matter thereof. This agreement shall be construed, interpreted and governed by and in accordance with the laws of Hong Kong. In case the arbitration proceedings fail, an unresolved dispute between Developer and VAL is subject to the binding laws of Hong Kong as a first attempt at formal resolution. Should arbitration fail to reach a resolution and either party wish to pursue the dispute further, this shall be conducted within the binding laws of Hong Kong. LANGUAGE The English language shall be the medium used in all correspondence and legally binding tender.

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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020





Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1

NOTICE Any notice or other communication required or permitted to be given between the parties under this agreement shall be given in writing at the following address or such other addresses may be intimated from time to time:- For VAL Kind Attn: Mr. Charles Liong, CFO Located at Room E, 6th Floor, Eastern Commercial Center, 397 Hennessy Road, Hong Kong. For Developer Kind Attn: Ms. Chen Weijie, Coordinator/Lead Developer No 12-12-1, City Gardens Condo, Persiaran Raja Chulan, 50200 Kuala Lumpur, Malaysia ENTIRE AGREEMENT AND AMENDMENTS Save insofar as the terms herein contained are supplemented by the articles of association of the Cooperation, this Agreement represents the complete and entire understanding between the parties to the exclusion of all agreements to the contrary, whether oral or written, made prior to the date hereof. Any modification, amendment or alteration of this Agreement shall be made only with the written consent duty signed by all parties and shall be effective from the date of the revision or such other date as may be agreed upon between the parties. EFFECT OF HEADINGS The headings of the Clauses hereof have been inserted for convenience only and shall not affect the interpretation of the provisions of this Agreement. BINDING EFFECT This Agreement shall be binding on the successors in title and permitted assigns of the parties hereto.

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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020





Mobile Application Development Agreement Agreement No: VAL/MAD/PVTINV/DC/190305/1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. Represented legally by For and on behalf of VGRAB ASIA LTD. Represented by: /s/ Liong Fook Weng Liong Fook Weng (Charles) Executive Director/Chief Financial Officer Represented legally by DEVELOPER /s/ Chen Weijie /s/ Zheng Qing Chen Weijie Zheng Qing Passport No: [REDACTED] Passport No: [REDACTED]

/s/ Gu Xianwin Gu Xianwin Passport No: [REDACTED]

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Source: VGRAB COMMUNICATIONS INC., 10-K, 1/29/2020 
Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?

SOLUTION: 7616

PROBLEM: EXHIBIT 10.3

  [ENTERPRISE LOGO APPEARS HERE]

ENTERPRISE TRANSPORTATION COMPANY    a division of Enterprise Products Company    P.O. BOX 4324 . PHONE 713 / 880-6500                     Contract No.  017           HOUSTON, TX 77210                                              ______                                                              Date: June 1, 1998

                            TRANSPORTATION CONTRACT

     THIS CONTRACT is entered into by and between ENTERPRISE TRANSPORTATION COMPANY, a division of Enterprise Products Company, (Carrier),

and  ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership - ------------------------------------------------------------------------------

     P.O. Box 4324            Houston,          TX   77210     (Shipper). - ------------------------------------------------------------------------------      (Address)                (City)          (State)

     Shipper is engaged in business as a manufacturer, distributor or dealer of chemicals or petroleum products (COMMODITIES), and Shipper requires transportation of Commodities in intrastate, interstate or foreign commerce;

Carrier is authorized to provide transportation for Shipper as a motor contract carrier under authority issued by the U.S. Department of Transporation in Docket No. MC-121496.

     NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

     1.   Shipper shall tender commodities to Carrier for transportation by Carrier in a specialized service designed to meet the distinct needs of Shipper in  interstate or foreign commerce between points in the United States.

     2.   Shipper shall tender to Carrier and Carrier shall transport in a series of shipments not less than 10,000 pounds of Commodities per year.

     3.   As compensation for the services provided by Carrier under this contract, Shipper shall pay Carrier in accordance with 1) Rate Appendices making reference to this contract which shall from time to time be agreed to between the parties and 2) Carrier's Contract Carriage Rules and Regulations attached as Exhibit A, which are incorporated in this contract by this reference for all purposes (collectively, the Schedule).

     4.   This contract shall be for a term of one year commencing on the date first above written; thereafter, it shall automatically continue until terminated by either party upon not less than thirty (30) days prior written notice to the other party.

THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE SIDE.

ENTERPRISE PRODUCTS OPERATING L.P.  ENTERPRISE TRANSPORTATION COMPANY By Enterprise Products GP, LLC, its general partner (Shipper)

By: /s/ A.W. Bell                 By: /s/ Gary Miller    ----------------------------      -------------------------------------- Title: Executive Vice President    Title: Executive Vice President       -------------------------          ----------------------------------

                                TERMS AND CONDITIONS

     1. For each shipment under this contract, Shipper shall designate the points of origin and destination and any point or points where stopoffs shall be made for partial loading or unloading.  Shipper shall exert its best efforts to load each shipment to the lawful capacity of Carrier's vehicle.  Each shipment shall be evidenced by a shipping document signed by Carrier, consignor and consignee, showing the kind and quantity of Commodities received and delivered by Carrier at the loading and unloading points, respectively; provided, however, the provisions of any shipping document, bill of lading or other instrument to the contrary notwithstanding, this contract and the Schedule shall exclusively govern the relationship of the parties with respect to the subject matter of this contract.

     2. (a) Carrier shall invoice Shipper for the services provided under this contract promptly upon performance.  All sums due under any invoice shall be payable without discount upon receipt of the invoice. Amounts more than 30 days past due shall bear interest from the due date to the date of payment at the lesser of 1) the rate of interest established by Chase Manhattan Bank, New York, NY, from time to time as its prime rate, plus two (2) percent, or 2) the maximum non-usurious interest rate which may be charged Shipper pursuant to applicable Texas law, Article 5069-1.04 Texas Rev. Civ. Stat., as amended.

     (b) All sums due under this contract are payable at Carrier's offices in Houston, Harris County, Texas.





     3. (a) Carrier shall perform services under this contract as an independent contractor and shall have exclusive control and direction of its employees and exclusive responsibility to Shipper for any of Carrier's owner-operator contractors engaged in the performance of this contract. Carrier shall pay all wages, local, state, and federal payroll taxes or contributions or taxes for unemployment insurance, worker's compensation, pensions, social security and related protection with respect to its employees.

     (b) Carrier shall, at its sole cost and expense, furnish all vehicles, fuel, oil, tires, and other parts, maintenance, supplies, drivers and equipment necessary or required for the performance of the services to be provided under this contract.  Carrier shall procure and maintain all licenses and permits required by local, state, or federal law and comply with all applicable laws, regulations and governmental orders with respect to the services to be provided under this contract.

     4. (a) Carrier shall, at its sole cost and expense, procure and maintain liability insurance with a reputable and financially responsible insurance carrier or carriers properly insuring Carrier against liability and claims for injuries to persons (including injuries resulting in death) and for damage to property in amounts not less than the Minimum Levels of Financial Responsibility for Motor Carriers prescribed by the U. S. Department of Transportation (49 CFR (S)387 et seq.).

     (b) Subject to the limits of the insurance coverages specified in paragraph 4 (a) above, Carrier shall defend, indemnify and hold Shipper harmless from and against all loss, damage, expense, actions and claims for injury to persons (including injury resulting in death) and loss of or damage to property arising out of or in connection with Carrier's negligence in the performance of this contract; provided, however, Carrier shall not be liable for loss of or damage to Commodities transported to the extent such loss or damage was not caused by Carrier's negligence and was caused by an act of God, the public enemy, the act of Shipper or the inherent vice of the Commodities.  Where personal injury or death or loss of or damage to property arises out of the joint negligence of Carrier and Shipper, Carrier's duty of indemnification shall be in proportion to its allocable share of such joint negligence.  In no event shall Carrier be liable for any lost profits or special, indirect or consequential damages.

     5. If either party is rendered unable, wholly or in part, by force majeure or any other cause of any kind not reasonably foreseeable or within its control to perform or comply with any obligation or condition of this contract, then upon giving notice and reasonably full particulars to the other party such obligation or condition shall be suspended during the continuance of the inability so caused, and such party shall be relieved of liability and shall suffer no prejudice for failure to perform during such period; provided, however, obligations to make payment for amounts then accrued or due under this contract shall not be suspended, and the cause of suspension (other than strikes or differences with workers) shall be remedied insofar as possible with reasonable dispatch.  Settlement of strikes and differences with workers shall be wholly within the discretion of the party having the difficulty.  The term force majeure shall include, without limitation, acts of God and the public enemy, the elements, fire, accidents, breakdown, strikes, and any other industrial, civil or public disturbance, inability to obtain materials, supplies. permits or labor, any laws, orders, rules, regulations, act or restraints of government or governmental body or authority, civil or military.

     6. (a) if either party should make a general assignment for the benefit of creditors or if a receiver should be appointed on account of the insolvency of either party, the other party may, without prejudice to any other right or remedy, terminate this contract upon seven (7) days prior written notice.

     (b) Termination of this contract for any reason shall not release either party from any obligation that may have accrued before such termination, nor shall it preclude either party from exercising any remedies it might have in law or equity to enforce such obligations.

     7. No waiver by Shipper or Carrier of any default of the other under this contract shall operate as a waiver of any future default, whether of like or different character.

     8. Any notice in writing by one party under this contract shall be given by registered or certified mail, return receipt requested, to the other party at its address shown on the first page or to such other address as such party may from time to time specify by notice given according to this provision.  A U.S. Postal Service receipt showing the delivery of such notice and the date thereof shall be prima facie evidence of the giving of such notice on the date of such receipt.

     9. (a) This contract shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

     (b) This contract shall not be assigned in whole or in part by either party without the prior written consent of the other, except that a party may assign this contract to a successor entity as a result of a merger or consolidation or to another entity which acquires substantially all of the assets of that party.

     10. The terms and conditions of this contract and all information concerning the business, customers, products, and processes of each party which may come into the possession of the other party during the course of the negotiation or performance of this contract are confidential and shall not be disclosed to any third party without the prior written consent of the other party; provided, however, either party may disclose information concerning this contract to any independent public accounting firm retained to perform an annual financial audit of that party.  This obligation of confidentiality shall expire two (2) years from the date of the last shipment under this contract.





     11. This contract contains the entire understanding between the parties and may not be changed, waived, or modified unless in writing signed by authorized representatives of the parties; provided, however,  Rate Appendices making reference to this contract may be confirmed by telecopy or similar written record of electronic transmission between the parties.

     12. This contract shall be governed by and construed in accordance with the laws of the State of Texas, excluding any binding conflict of laws rule which might refer such construction to the laws of another state.  Any lawsuit related to or arising out of this contract shall be brought only in the United States District Court for the Southern District of Texas (Houston Division) or in the District Court of Harris County, Texas, to which venue and non-exclusive jurisdiction each party expressly consents for itself and in respect of its property for all purposes.

                                     EXHIBIT A

                       ENTERPRISE TRANSPORTATION COMPANY

                               CONTRACT CARRIAGE                              RULES AND REGULATIONS

                        [ENTERPRISE LOGO APPEARS HERE]

                                 TABLE OF CONTENTS

100     Charges Generally 110     Governing Publications 115     Reference to Tariffs, Schedules 120     Definitions  125     Terminals

200     Application of Rates - From and To Places Within or Adjacent to             Incorporated Municipalities or Unincorporated Communities. 215     Distances in Excess of Those Shown in Rate Scales 217     Distances - Method of Computing 220     Backhauls and Continuous Movements 230     Mixed Shipments - Truckload 235     Fractions 240     Pickup or Delivery Service 245     Holidays 250     Prepayment 260     Return Shipments - Tendered for Vehicles Enroute 263     Reconsignment or Diversion 265     Rejected, Undelivered Shipments 270     Shipments to and from Points in Canada and Mexico 280     Weighing and Weights 285     Weight          300     Shipment Documentation and Loading and Unloading Directions 305     Loading by Consignor - Unloading by Consignee 310     Cleaning 320     Delivery Schedules 330     Detour Routes 340     Impracticable Operations 350     Special Service  360     Stopoffs 370     Tender of Shipments 375     Tank Vehicle or Other Equipment Ordered by the Shipper for Loading

400     Claims for Cargo Loss or Damage 410     Claims for Overcharge, Duplicate Payment or Overcollection          500     Allowance for Use of Shipper's Trailer 510     Setting Out Trailers and Tractors Used for Spotting 520     Waiting at Port of Entry 525     Detention of Vehicles 530     Expedited Service 535     C.O.D. Shipments 540     Hose - Charges for Furnishing 550     Loading and/or Unloading Service 560     Overnight Layovers 570     Heating in Transit 575     Steam Heating 580     Standby Equipment - Exclusive Use 590     Vehicle Furnished But Not Used

                         ENTERPRISE TRANSPORTATION COMPANY                                CONTRACT CARRIAGE                              RULES AND REGULATIONS

ITEM 100:       CHARGES GENERALLY





All charges provided by each Item herein shall be cumulative and in addition to  all other applicable rates and charges unless expressly provided otherwise.

ITEM 110:       GOVERNING PUBLICATIONS

The following described tariffs and supplements or loose-leaf page amendments  thereto or successive issues thereof are incorporated herein by this reference  and shall govern these Rules and Regulations:

                                                           TARIFF      ICC TARIFF                           ISSUING AGENT             NUMBER     NUMBER

Explosives and Dangerous  American Trucking Associations,   111-C    ATA 111-C   Articles Tariff           Inc., Agent

Mileage Guide             Household Goods Carriers'         111-C    HGB 100                           Bureau, Agent

ITEM 115:        REFERENCE TO TARIFFS, SCHEDULES

Where reference is made herein to a tariff, schedule, item, note, or page, such  reference also will embrace amendments and supplements thereto, or successive  issues of said tariff, schedule, item, note or page.

ITEM 120:       DEFINITIONS

        When used herein and in contracts making reference hereto, the following terms shall have the meanings set forth below:

        Consignee shall mean the person to whose facilities a shipment is          destined.

        Consignor shall mean the person at whose facilities a shipment          originates.

        Freight Bill shall mean any receipt, manifest, bill of lading form or         other document used to identify a shipment and evidence Carrier's         receipt and delivery thereof.

        Month shall mean a calendar month.

        Normal Business Hours shall mean 8:00 a.m. to 5 p.m. local time on          weekdays (Monday through Friday), holidays excluded.

        Shipment shall mean a lot of freight tendered for transportation from         one Consignor, at one point at one time for one Consignee at one         destination and covered by one freight bill. Unless otherwise provided,         charges will be assessed on each unit required to transport a Shipment         at the applicable minimum weight or truckload minimum weight shown for         each Unit used.

        Tractor shall mean a truck tractor.

        Trailer shall mean a tank semitrailer.

        Unit shall mean a truck tractor-semitrailer combination motor vehicle.

        Vehicle shall mean a Tractor or a Trailer.

ITEM 125:       TERMINALS

Terminal as used herein shall mean a point within the following cities or  municipalities:

                Arcadia, LA                     Keller (Dallas/Ft. Worth) TX                 Beaumont, TX                    Odessa, TX                 Breaux Bridge, LA               Petal, MS                         Freeport, TX                    Port Allen, LA                 Baytown (Houston) TX            Texas City, TX                 Pierce Junction (Houston) TX

ITEM 200:       APPLICATION OF RATES - FROM AND TO PLACES WITHIN OR ADJACENT TO                  INCORPORATED MUNICIPALITIES OR UNINCORPORATED COMMUNITIES

1. Incorporated Municipalities:

   Carrier's rates, rules and regulations will apply from or to points named and    points and places within the corporate limits of a given municipality and    additionally to and from the following points, places and areas (if within    the United States), as follows:

   (a) The municipality itself, hereinafter called the base municipality;

   (b) All municipalities which are contiguous to the base municipality;

   (c) All municipalities wholly surrounded, or so surrounded except for a water        boundary, by the base municipality, by any municipality contiguous        thereto.

2. Unincorporated Communities:

   (a) Carrier's rates, rules and regulations will apply from and to points





       named and additionally to and from places and areas (if within the United        States), as follows:              (i)  All points within 3 miles of the post office in a given                 unincorporated community if it has a population of less than                 2,500; within 4 miles if it has a population of 2,500 but less                 than 25,000; and within 6 miles if it has a population of 25,000                 or more; and

          (ii)  At all points in any municipality any part of which is within                 the limits described in (a) above; and

         (iii)  At points in any municipality wholly surrounded, or so                 surrounded except for a water boundary by any municipality                 included under the terms of paragraph (b) above.

   (b) When a specific rate is named from or to a specific point embraced within        the commercial zone of a base municipality as herein described, the        provisions of this Item will not apply.

   (c) If the population of a community is reported in the latest report of the        United States Bureau of the Census, the population so reported will        govern in applying this Item. If the community does not have a post        office of the same name, distances will be measured from the generally        recognized business center.

  When it becomes necessary to compute a rate for a distance in excess of that shown in the applicable rate scale, the rate shown in connection with the greatest distance in the applicable rate scale will be added to the rate under the same scale for the distance in excess of the greatest distance shown in said scale. The sum of the two rates thus determined will constitute the through rate from origin to destination.

ITEM 217:       DISTANCES - METHOD OF COMPUTING

1.  Except as otherwise provided, the governing mileage guide, shall be used in     determining distances between origins and destinations, in computing local     and joint distance commodity rates herein.

2.  If Carrier is required to detour a shipment as provided in Item 330 (Detour     Routes), the rate will be based on the mileage published in the governing     mileage guide via the route of movement.

3.  When at the request of Shipper a route more distant than the shortest     distance between origins and destinations is used, the mileage published in     the governing mileage guide, via the route of movement shall be used, except     as otherwise provided in this Item.

4.  For rate making purposes, distances will be computed over the shortest route     obtained from the governing mileage guide.

5.  In computing distances in connection with distance rates from and to the     points shown in Column A below, the distance from or to the point descried     opposite in Column B shall be applied.

               COLUMN A                                      COLUMN B      COMPUTING DISTANCES FROM OR TO                 APPLY DISTANCE FROM OR TO - ------------------------------------              ------------------------------ West Lake and West Lake Charles, LA               Lake Charles, LA North Baton Rouge, LA                             Baton Rouge, LA Bossier City, LA                                  Shreveport, LA Gretna, Harvey, Marrero, Westwego, LA             New Orleans, LA Plaquemine, LA                                    Baton Rouge, LA plus 15 miles Avondale and Oak Point, LA                        New Orleans, LA plus 6 miles Chalmette, LA                                     New Orleans, LA plus 9 miles Belle Chase, LA                                   New Orleans, LA plus 10 miles Meraux, LA                                        New Orleans, LA plus 9 miles Chaison, Lucas Station and Herbert Station, TX    Beaumont, TX West Port Arthur, TX                              Port Arthur, TX Deer Park, Pasadena, Galena Park, Green    Bayou and South Houston, TX                     Houston, TX Bayport, Texas                                    Baytown, TX plus 13 miles* Bayport, Texas                                    Houston, TX plus 24 miles Channelview, TX                                   Houston, TX plus 15 miles Dowling, TX                                       Beaumont, TX plus 6 miles Smith Bluff, TX                                   Beaumont, TX plus 9 miles Texas City, TX                                    Houston, TX plus 40 miles Strang, TX                                        Houston, TX plus 20 miles Texas City, TX                                    Baytown, TX plus 32 miles*

   * This distance may be used only when the net weight of the shipment does not    exceed 36,000 pounds and does not contain explosives, flammable liquids,    oxidizing materials, corrosive materials, compressed gas or combustible    liquid with a flash point at or below 95 degrees Farenheit.

ITEM 220:       BACKHAULS AND CONTINUOUS MOVEMENTS

1. (a) Backhaul Rates. Backhaul rates shall apply only when shipments are part of a continuous movement in conjunction with an original outbound shipment. Carrier shall notify Shipper at the time of tender if equipment is available for loading and movement in backhaul service. If equipment is not available for backhaul service, such shipments shall be governed by the rates, rules and regulations otherwise applicable.





   (b) Continuous Movement Rates. Continuous movement rates apply only when a shipment is one of two or more separate consecutive shipments tendered by Shipper and/or one or more Consignors designated by it and transported to one or more Consignees; provided, that where such shipment is a backhaul shipment under Paragraph 1(a), above, the rates shall be those applicable to backhaul shipments.

2. Charge applicable. In the event that Carrier agrees to provide, at the request of Shipper, transportation which constitutes a backhaul or a continuous movement under these provisions, the rate or charge otherwise applicable on said shipment(s) shall not be applied, and the applicable charge shall be that provided in accordance with the backhaul or continuous movement rates set forth in Rate Appendices hereto. Shipper shall be responsible for payment of all freight charges on backhaul or continuous movement shipments.

3. Route applicable.

   (a) Mileage shall be computed based on the aggregate number of miles  traversed in connection with a backhaul or continuous movement shipment, in  accordance with the mileage determination provisions herein, commencing at the  terminal from which Carrier's unit was initially dispatched and ending with  return thereto, computed as follows: (i) the mileage traversed between Carrier's terminal and the point of origin of the initial shipment; plus (ii) the mileage  traversed between the origin and destination of any shipment and the origin of  the next consecutive shipment; plus (iv) the mileage traversed between the point of destination of the last shipment and the Carrier's terminal; plus (v) all additional mileage traversed incidental to any of the mileages specified in subparagraphs (i), (ii), (iii) and (iv) hereof, for purposes of internal cleaning of trailer, weighing, stop-off for partial loading and/or unloading, detour necessitated by highway restrictions or weight limitations, or by compliance with statutes or regulations of any governmental unit or agency thereof.

   (b) When the trailer of any unit used for a backhaul or continuous movement  shipment is located at the point of origin of the initial shipment, and if  tractor mileage charges and/or trailer rental charges are assessed in  connection therewith pursuant to applicable provisions of these Rules and  Regulations, the route of backhaul or continuous movement shall commence and end at the said point of origin.

   (c) Each freight bill in a backhaul or continuous movement must be  cross-referenced to the freight bill covering the initial shipment.

4.  Cleaning.

    Shipper and/or Consignee of the return load shall, at its expense, have the  interior of the tank cleaned so it can handle the return shipment satisfactorily; or Shipper may request Carrier to have the interior cleaned, and a cleaning charge of $125.00 shall apply.

ITEM 230:       MIXED SHIPMENT - TRUCKLOAD

Two or more commodities taking the same or different rates may be shipped as a  truckload at one time in a compartmented trailer. On such shipments, freight  charges shall be computed on basis of the actual gallonage or weight of each  commodity, as the case may be, at its respective rate, but not less than the  charges that would accrue on basis of the highest rate and corresponding minimum gallonage and/or weight as provided in Item 285 (Weight) or in individual Items.

ITEM 235:       FRACTIONS

In computing freight charges or mileage, all fractions must be retained at their full value until the final result is obtained, and then all remaining fractions  will be disposed of in the following manner:                                  Fractions of less than 1/2 cent, reduce to the next lowest cent.                 Fractions of 1/2 cent or more, increase to the next full cent.

  ITEM 240:       PICKUP OR DELIVERY SERVICE

Carrier's rates include, as to each shipment, one pick-up and one delivery at a  place directly accessible to Carrier's unit at all points within the limits of  the cities, towns, villages and other points from and to which the rates apply.

                The term pick-up as used herein means the service performed by                 Carrier in calling for and accepting a shipment.

                The term delivery as used herein means the service performed                 by Carrier in transporting and placing a unit as designated by                 the Consignee for unloading.

ITEM 245:       HOLIDAYS

The following shall be deemed Holidays:

New Year's Day  Independence Day   Thanksgiving Day   Memorial Day   Labor Day Christmas Day

ITEM 250:       PREPAYMENT

Shipper shall prepay of all charges or provide satisfactory assurance of payment before Carrier accepts shipments.





ITEM 260:       RETURN SHIPMENTS - TENDERED FOR VEHICLES ENROUTE

Subject to all other provisions herein, shipments on vehicles enroute under  previous dispatch will be accepted subject to the following conditions:

1.  The rate to apply will be 80% of the otherwise applicable distance commodity     rate, other than a rate under Item 220 (Backhauls and Continuous Movements),     subject to the applicable minimum.

2.  Shipments may not originate in Louisiana or Texas, and must be destined to     points in the United States in or east of Minnesota, Iowa, Kansas, Oklahoma     and Texas.

3.  The provisions of this Item will only apply on distance commodity scales in      excess of 400 miles.

ITEM 263:       RECONSIGNMENT OR DIVERSION

1.  The terms diversion or reconsignment mean:

    (a) A change in name of Consignor or Consignee.     (b) A change in destination.     (c) Any other instructions given by the Consignor, Consignee, or owner         affecting routing, loading or delivery and requiring an addition to or         change in billing or additional movement of the vehicle or both. And         additional movement of a vehicle from one point to another point or         points within the same loading or unloading facilities to finish loading         or unloading, as the case may be, shall not be considered a diversion or         reconsignment under the provisions of this Item.

2.  Shipments moving under the provisions of this Item must be prepaid.

3.  A request for diversion or reconsignment must be made or confirmed in     writing. The original shipping documents must be surrendered to Carrier or     proof of ownership by other means must be provided.

4.  The rate to be applied shall be the applicable rate from original point of     origin to final destination based on the miles traveled via reconsigning or     diversion point or, where more than one reconsignment is involved, via each     successive reconsigning point.

5.  A charge of $30.00 will be made for each diversion or reconsignment.

6.  When a diversion or reconsignment order is received by Carrier, reasonable     efforts will be made to locate the shipment and effect the change desired,     but Carrier will not be responsible for failure to do so unless such failure     is due to the gross negligence of its employees.

ITEM 265:       REJECTED, UNDELIVERED SHIPMENTS

If, for reasons not attributable to Carrier, a shipment is rejected wholly or in part by Consignee at destination, it shall be returned at that time in the delivering unit to the point of origin unless reconsigned to another unloading point by Shipper.

The rate for return movement of a rejected or undelivered shipment will be  one-half of the rate on the outbound movement in effect on the date of the  return movement. Charges will be based on the actual amount of commodities  returned, subject to the outbound minimum.

Time consumed waiting for orders, under this Item will be considered part of the unloading time, and detention charges will be assessed as provided in Item 525  (Detention of Vehicles).

If the return movement is rated under Item 260 (Return Shipments - Tendered for  Vehicles Enroute) or Item 220 (Backhauls and Continuous Movements), the rates  applicable thereunder shall apply.

ITEM 270:       SHIPMENTS TO AND FROM POINTS IN CANADA AND MEXICO

On shipments to and from points in Canada or to and from points in Mexico, the  rates in schedules making reference hereto apply only as proportional rates to  and from United States ports of entry at the United States-Mexican border.

Shipper shall advise Carrier at time service is requested of the route and the  United States port of entry to be used for movement beyond the United States  border. If Shipper fails to advise or chooses not to advise the port of entry  and/or route to be followed beyond the border, the Carrier shall do so. Upon  selection of such route and/or port of entry by Carrier, the Consignor shall be  deemed to accept such route and/or port of entry as its own routing without  recourse to the Carrier.

ITEM 280:       WEIGHING AND WEIGHTS

1.  When a weighing service is performed by Carrier, either at the request of     the Shipper or Consignee, or when weighing is required to determine     assessment of freight charges, a weighing service charge of $7.50 will be     assessed for each service; provided however, no charge will be assessed when     weighing is accomplished on Consignor's or Consignee's plant scales, at the     point of loading or unloading, at no cost to Carrier.

2.  If it is necessary to deviate from the shortest applicable route of movement     in order to weigh enroute or comply with Shipper or Consignee request to     weigh enroute, the freight rate will be based on distance from origin to     destination via such weigh point.





      In the event out-of-line weighing is required of Carrier, commodity rates     will become applicable, and mileage rates will be used to assess freight     charges.

3.  If a shipment exceeds the maximum weight which can be legally transported in     the unit loaded and it is necessary to return to origin or some other point     designated for partial unloading, the freight rate will be based on the     total distance from origin to destination via such weigh point and/or such     point of partial unloading. Time consumed in effecting partial unloading due     to overweight shall be considered part of the loading time and shall be     subject to the charges and provisions of Item 525 (Detention of Vehicles).

    Commodity rates will become inapplicable in the event the provisions of this     paragraph are applicable, and the mileage rates will be used to assess     freight charges.

4.  Time consumed in (1) weighing vehicle before and after loading or before and     after individual compartments are loaded and (2) weighing vehicle before and     after unloading or before and after unloading individual compartments, shall     be considered a part of the loading or unloading time, as the case may be,     and shall be subject to Item 525 (Detention of Vehicles); provided, however,     when Carrier is requested to arrive at Shipper's facility with a tare weight     prior to loading or at Consignee's facility with a gross weight after     loading or tare weight after unloading, without returning to the Shipper's     or Consignee's facility, such weighing time shall not be subject to     provisions of Item 525 (Detention of Vehicles).

  5.  Carrier will assess freight charges based on scale weights secured at either     origin or destination in accordance with Shipper's instructions appearing on     the freight bill. Carrier will not assume responsibility for differences in     weights secured at origin and destination in accordance with Consignor or     Consignee requests.

6.  The term service as used in this Item shall mean one weighing empty (or     partial empty) and one weighing loaded (or partially loaded). The     difference in the two weights shall be the weight of the entire shipment or     a portion thereof.

ITEM 285:       WEIGHT

Carrier's rates shall apply on actual weight transported subject to applicable  minimum weights. The weight loaded shall not exceed the maximum weight which may lawfully be transported in Carrier's equipment; provided, however, when the  weight of a shipment is less than the minimum weight specified for the  applicable rate, and the rate provides that in no event will freight charges be  based on less than the minimum weight specified, such minimum weight will apply  for the purpose of computing freight charges.

When a minimum load is based on 90% of the gallonage capacity of the vehicle,  freight charges will be based on 90% of the gallonage capacity of the vehicle  utilized.

ITEM 300:       SHIPMENT DOCUMENTATION AND LOADING AND UNLOADING DIRECTIONS

1.  Upon arrival of Carrier's unit at any Consignor's or Consignee's premises,     Consignor or Consignee, as the case may be, shall be responsible for     examining and validating the documentation connected with the shipment. In     addition, Consignor or Consignee shall be responsible for directing the unit     to the proper loading or unloading facilities and for connecting and     disconnecting Carrier's hose to the loading or unloading facilities; Carrier     shall only connect and disconnect Carrier's hose to Carrier's equipment.

2.  Each vehicle offered to the Consignor for loading of the commodity to be     transported is subject to inspection by Consignor; the acceptance of such     vehicles for loading by Consignor shall constitute notice to Carrier that     said vehicle meets Consignor's requirements with respect to specifications,     cleanliness, pumping equipment, hoses and connections.

3.  Consignor shall provide all placards required for each shipment in      conformity with regulations of the U.S. Department of Transportation.

ITEM 305:       LOADING BY CONSIGNOR - UNLOADING BY CONSIGNEE

Except as otherwise provided, Carrier's rates and charges do not include the  service of the Carrier in loading or unloading.

Carrier's driver will assist Consignor or Consignee in loading or unloading operations where the assistance is requested. This service will be rendered, however, only under the direction of Shipper, and Carrier will assume no responsibility for errors or omissions made in the course of such operations unless complete written instructions are supplied to Carrier's dispatchers before the shipment is dispatched and then only if such errors or omissions are due to the negligence of Carrier's employees; provided, however, that under no circumstances shall Carrier's employees connect or disconnect Carrier's hose to the loading or unloading facilities.

ITEM 310:       CLEANING

Except as otherwise provided, Carrier shall be responsible for cleaning the  trailer and disposal of all commodity heels and wash water following each  shipment using Carrier's trailers, and no charges to Consignor or Consignee  shall apply because of such cleaning or disposal. Shipper shall be responsible  for cleaning any trailers owned or furnished by Shipper and used by Carrier.





ITEM 320:       DELIVERY SCHEDULES

Carrier shall handle shipments tendered to it with reasonable dispatch and  effect delivery of such shipments during Normal Business Hours, unless Carrier  has been advised prior to the shipment being dispatched that the Consignee has  extended its hours of business and/or days of operation. Under no circumstances  shall Carrier be obligated to effect delivery of any shipment at a specified  time or on a specified day. In consideration of the convenience of the  Consignee, Carrier will accept orders calling for preferred delivery periods of  either morning (a.m.) or afternoon (p.m.) and will make reasonable efforts to  comply with such requests, subject to the understanding that failure to arrive  during such preferred delivery period will not relieve the Consignee of the  responsibility to accept delivery of the shipment tendered during its Normal  Business Hours.

ITEM 330:       DETOUR ROUTES

If due to floods, washouts, snow, ice, road construction or other conditions beyond the control of Carrier, any portion of the shortline route, from origin to destination, as determined from the governing mileage guide, cannot in Carrier's sole judgement safely be traversed by Carrier's vehicle, Carrier will detour the shipment over the most practical available route, and a notation will be placed on all shipping papers and freight bills indicating the route of movement. The applicable distance commodity rates will apply to the actual route of movement.

ITEM 340:       IMPRACTICABLE OPERATIONS

1.  Nothing herein shall be construed as requiring Carrier to transport     commodities or furnish service for which, in Carrier's sole judgment, it     does not have sufficient operational experience or suitable equipment nor to     accept shipments when equipment is not available.

2.  Nothing herein shall require Carrier to pick up, transport or deliver     shipments when, through no fault or neglect of Carrier, it is impractical or     unsafe to do so.

ITEM 350:       SPECIAL SERVICE

1.  During the time the normal operations of Shipper's plant are interrupted by     labor disturbances accompanied by violence or imminent threat thereof,     Carrier may dispatch vehicles or units to pick up shipments. If Carrier is     not permitted to enter the plant because of picketing or any other condition     due to labor disputes accompanied by violence or imminent threat thereof,     the order shall be considered to have been cancelled, and the provisions of     Item 590 (Vehicle Furnished But Not Used) shall apply.      2.  If Carrier is not permitted to enter the premises of a Consignee at the     point of destination for delivery of a shipment due to labor disputes     accompanied by violence or imminent threat thereof, the shipment shall be     considered to have been refused or rejected, and the provisions of Item     265 (Returned, Undelivered Shipments - Rejected) shall apply.

3.  Upon request of Shipper, Carrier may furnish additional personnel, if     available, to assist in the loading or unloading at a location which is     involved in a labor dispute accompanied by violence or imminent threat     thereof. The charge for furnishing personnel hereunder shall be $20.00 per     person per hour, subject to a minimum charge of $80.00 per person. Time     shall be computed from the time a person leaves the point of dispatch until     his return. In addition, Shipper shall reimburse Carrier for all travel,     lodging and other expenses incurred for such personnel during the time this     charge applies.

ITEM 360:       STOPOFFS

1.  Except as otherwise provided, shipments moving at Carrier's distance     commodity rates may be stopped in transit at not more than two points     enroute between original point of origin and final point of destination to     complete loading or to partially unload or both. Charges on such shipments     must be prepaid.

2.  Shipments stopped in transit to partially unload may be delivered to two or     more Consignees at two or more destinations or to two or more Consignees     within the corporate limits of any one city or town.

  3. Shipments loaded or unloaded, as the case may be, at two or more points    within the corporate limits of the same city or town shall be considered as    being stopped in transit for partial loading or unloading under the    provisions of this Item.

4. If Shipper wishes a shipment to be partially loaded at more than one place of    loading and/or partially, discharged at more than one place of unloading, and    if such places of loading are all included within the corporate limits of a    single municipality, or if such places of unloading are all included within    the corporate limits of a single municipality, a charge of $75.00 per stop    will be made for each pick-up and/or delivery, exclusive of the original     pick-up and the final delivery.

5. If Shipper wishes a shipment partially loaded at more than one place of    loading and/or partially discharged at more than one place of unloading, and    if such places of loading are not included within the corporate limits of a    single municipality, or if such places of unloading are not all included    within the corporate limits of a single municipality, the applicable rate    shall be based on the mileage from point of origin to final destination over





   the route of actual movement as per Shipper's instructions, computed in    accordance with Item 217 (Distances-Method of Computing). A charge of $60.00    will be made for each stop to unload, or to partially unload, exclusive of    the initial stop at origin and the final stop at destination.

6. On stops for partial loading and/or unloading, as described above, one hour    free time will be allowed at each loading or unloading point. Time consumed    waiting for orders will be considered part of loading and/or unloading time.    Total free time allowable under provisions of this paragraph shall be not    less than that applicable under the provisions of Item 525 (Detention of    Vehicles).

7. Shipments consigned as stop-off for partial loading and/or unloading must be    prepaid by Shipper. Prepayment will include responsibility by the Shipper for    line-haul freight, demurrage, storage, stop-off, pumping, and other charges    as provided herein, which may accrue at the origin, destination, stop-off    points, designated border crossing, or transfer point.

8. The first stop for partial unloading may not be made until all stops for    partial loading have been completed and no further loading may take place    after the first unloading stop.

ITEM 370: TENDER OF SHIPMENTS

Shipper shall make timely tender of a Shipment by placing an order for service  with Carrier at least:    (a) twelve (12) hours, or    (b) three (3) hours plus one (1) hour for each forty-five (45) miles between        Carrier's terminal from which the unit to transport the Shipment will be        dispatched and Consignor's facilities,

whichever is greater, prior to the requested loading time.

ITEM 375: TANK VEHICLES OR OTHER EQUIPMENT ORDERED BY THE SHIPPER FOR LOADING

Shipper, when placing order for equipment to be loaded, should furnish the  following information:

1. Type of tank vehicles required, if known, such as MC-300 through 305, MC-330,    MC-331, carbon steel, stainless steel, aluminum, stainless steel, insulated,    steam coiled, compartmented, rubber lined, or heater.

   If the type of equipment needed for loading the product is not known by the    Shipper, the Carrier shall be furnished a complete description of the product    to be loaded, such as, flash point, freezing point, weight per gallon,    pressure, if any, toxicity, corrosiveness and other information that would be    helpful in determining the type of equipment needed to safely transport the    product in compliance with the provisions of the Explosives and Dangerous    Articles Tariff described in Item 110 (Governing Publications).

2. Pumping equipment required.

3. Hose required--type and length.

4. Fittings, pipe and hose connections required--size and type.

5. A Material Safety Data Sheet for each commodity to be shipped.

ITEM 400: CLAIMS FOR CARGO LOSS OR DAMAGE           I. FILING OF CLAIMS

(a) Claims in writing required. A claim for loss, damage, injury, or delay to      cargo shall not be paid by Carrier unless filed with Carrier in writing, as      provided in subparagraph (b) below. (b) Minimum filing requirements. A claim must be filed with Carrier within     thirty (30) days from the date the shipment in question was delivered, and     (i) contain facts sufficient to identify the shipment (or shipments)     involved (ii) assert the grounds for Carrier's liability for alleged loss,     damage, injury, or delay, and (iii) request payment of a specified or     determinable amount of money. (c) Documents not constituting claims. Bad order reports, appraisal reports of     damage, notations of shortage or damage, or both, on freight bills, delivery     receipts, or other documents, or inspection reports issued by Carrier or     inspection agencies, whether the extent of loss or damage is indicated in     dollars and cents or otherwise, shall, standing alone, not be sufficient to     comply with the requirements of subparagraph (b) above. (d) Claims filed for uncertain amounts. Whenever a claim is presented against     Carrier for an uncertain amount, Carrier shall determine the conditions of     the shipment involved at the time of delivery by it, if it was delivered,     and shall ascertain as nearly as possible the extent, if any, of the loss or     damage for which it may be responsible. It shall not, however, pay a claim     under such circumstances unless and until a formal claim in writing for a     specified or determinable amount of money shall have been filed in     accordance with the provisions of subparagraph (b) above. (e) Other claims. If investigation of a claim reveals that one or more other     carriers have been presented with a similar claim arising out of or relating     to the same shipment, Carrier shall communicate with each such other     Carrier, and prior to any agreement entered into between or among them as to     the proper disposition of such claim or claims, shall notify all claimants     of the receipt of conflicting or overlapping claims and shall require     further substantiation, on the part of each claimant of its title to the     involved commodity or rights with respect to such claim.

          II.  ACKNOWLEDGMENT OF CLAIMS

(a) Carrier shall, upon receipt in writing of a claim meeting the requirements





    of subparagraph (b) of Section I of this Item, acknowledge receipt of such     claim in writing to the claimant within 30 days after the date of its     receipt, unless Carrier shall have paid or declined such claim in writing     within said period.

  (b) Carrier shall at the time each claim is received create a separate file and     assign thereto a unique claim file number and note that number on all     correspondence with respect to the claim.

          III. INVESTIGATION OF CLAIMS

(b) Prompt investigation required. Each claim filed against a Carrier in the     manner prescribed herein shall be promptly and thoroughly investigated if     investigation has not already been made prior to receipt of the claim. (b) Supporting documents. When deemed by Carrier to be a necessary part of an     investigation, a claimant shall furnish to Carrier the original freight     bill, evidence of the freight charges, if any, and either the original or a     photocopy of the invoices, or an extract made therefrom, certified by the     claimant to be true and correct with respect to the property and value     involved in the claim, or certification of prices or value, with trade or     other discounts, allowance, or deductions of any nature whatsoever and the     terms thereof, or depreciation reflected thereon. Provided, however, that     where the property involved in a claim has not been invoiced to the     Consignee shown on the freight bill or where an invoice does not show price     or value, or where the property involved has not been sold, or where the     property has been transferred at bookkeeping values only, the Carrier shall,     before paying a claim thereon, require the claimant to establish the     manufactured cost, the quantity shipped, transported or involved and to     certify the correctness thereof in writing.  (c) Verification of loss. No claim for loss of an entire package or an entire     shipment shall be paid by Carrier without a statement in writing from the     Consignee of the shipment involved certifying that the property for which     the claim is filed has not been delivered by or received from any other     source.

          IV.  DISPOSITION OF CLAIMS

(a) Carrier shall pay, decline, or make a firm compromise settlement offer in     writing to the claimant within 120 days after receipt of the claim by     Carrier. Provided, however, that, if the claim cannot be processed and     disposed of within 120 days after receipt thereof, Carrier shall at that     time and at the expiration of each succeeding 60 day period while the claim     remains pending, advise the claimant in writing of the status of the claim     and the reason for the delay in making final disposition thereof.

          V.   PROCESSING OF SALVAGE

(a) Whenever a shipment transported by Carrier is damaged or alleged to be     damaged and is, as a consequence, not delivered or is rejected or refused     upon tender to the owner, Consignee or the person entitled to receive such     shipment, Carrier, after giving due notice, whenever practical to do so, to     the owner and parties that may have an interest therein, and unless advised     to the contrary after giving such notice, shall undertake to sell or dispose     of such commodities directly or by the employment of a competent salvage     agent. Shipper, if requested to do so by Carrier, shall make a good faith     effort to assist Carrier in the disposal or salvage of any damaged,     contaminated or defective shipment. Carrier shall only dispose of the     property in a manner that will fairly and equally protect the best interests     of all persons having an interest therein. Carrier shall make an itemized     record sufficient to identify the commodities involved so as to be able to     correlate that to the shipment or transportation involved, and claim, if     any, filed thereon. Carrier also shall assign to each lot of such property a     successive lot number and note that lot number on its record and shipment of     claim, if any claim is filed thereon. (b) Upon receipt of a claim on a shipment on which salvage has been processed in     the manner herein before prescribed, Carrier shall record in its claim file     thereon the assigned, the amount of money recovered, if any, from the     disposition of such property and the date of transmittal of such money to     the person or persons lawfully entitled to receive the same.

ITEM 410: CLAIMS FOR OVERCHARGE, DUPLICATE PAYMENT OR OVERCOLLECTION           I.   DEFINITIONS

(a) Overcharge means an amount charged that exceeds the applicable rates and     charges for services. It also includes duplicate payments as defined in     paragraph (b) of this section and overcollections as defined in paragraph     (c) of this section when a dispute exists between the parties concerning     such charges. (b) Duplicate payment means two or more payments for the same service. Where     one or more payment is not in the exact amount of the applicable rates and     charges, refunds shall be made on the basis of the excess amount over the     applicable rates and charges. (c) Overcollection means the receipt by Carrier of a payment in excess of the      rates and charges applicable to the service in question. (d) Unidentified payment means a payment which Carrier has received for the     performance of services but which Carrier is unable to match with its open     accounts receivable or otherwise identify as being due. (e) Claimant means Shipper or any consignee, filing a request with Carrier for     the refund of an overcharge, duplicate payment, or overcollection.

          II.  FILING AND PROCESSING CLAIMS

(a) A claim for overcharge, duplicate payment, or overcollection shall not be     paid unless it is filed in writing with Carrier within nine (9) months from





    the date the shipment in question was delivered and unless all freight bills     which are pertinent to the claim have been paid in full. (b) A single claim may include more than one shipment, provided the claim on     each shipment involves the same issue under the Schedule or the Agreement     between Carrier and Shipper or the same circumstances.

          III. DOCUMENTATION OF CLAIMS

(a) Claims for overcharge, duplicate payment or overcollection shall be     accompanied by sufficient information to allow Carrier to conduct an     investigation and pay or decline the claim within the time limitations set     forth in Section VII of this Item. Claims shall include the name of the     claimant, its file number, if any, and the amount of the refund sought to be     recovered. (b) Claims for overcharge shall be accompanied by:     (1) The original freight bill.     (2) The rate, classification, or commodity description or weight claimed to          have been applicable and authority therefor.     (3) Evidence showing that any freight bill which is pertinent to the claim         has been paid in full.     (4) Other documents or data which claimant believes to substantiate its          claim. (c) Claims for duplicate payment and overcollection shall be accompanied by the     original freight bill(s) for which charges were paid and by freight bill     payment information. (d) Carrier may accept photocopies instead of original of documents required to     be submitted by this Item if the claimant agrees to indemnify and hold     Carrier harmless for subsequent duplicate claims which might be filed and     supported by the original documents.

          IV.  INVESTIGATION OF CLAIMS

(a) Upon receipt of a claim, whether written or otherwise, Carrier shall     promptly initiate an investigation and establish a file, as required by     Section V of this item. (b) If Carrier discovers an overcharge, duplicate payment, or overcollection     which has not been the subject of a claim, it shall promptly initiate an     investigation and comply with the provisions of Section VIII of this item. (c) If in processing the claim, Carrier requires information or documents in     addition to that submitted with the claim, Carrier shall promptly notify the     claimant and request the information required.

          V.   CLAIM RECORDS

At the time a claim is received, Carrier shall create a separate file and assign it a unique claim file number and note that number on all correspondence with  respect to the claim, including the written acknowledgement of receipt required  under Section VI of this item.

            VI.    ACKNOWLEDGEMENT OF CLAIMS

Upon receipt of a written claim, Carrier shall acknowledge its receipt in  writing to the claimant within 30 days after the date of receipt unless Carrier  shall have paid or declined in writing within that period.

          VII.   DISPOSITION OF CLAIMS

Carrier shall pay, decline to pay, or settle each written claim within 60 days  after its receipt by that Carrier, except where the claimant and Carrier agree  in writing to a specific extension based upon extenuating circumstances. If the  Carrier declines to pay a claim or makes settlement in an amount different from  that sought, the Carrier shall notify the claimant, in writing, of the reason(s) for its action.

          VIII.  DISPOSITION OF UNIDENTIFIED PAYMENTS, OVERCHARGES, DUPLICATE           PAYMENTS AND OVERCOLLECTIONS NOT SUPPORTED BY CLAIMS

If Carrier does not have sufficient information with which properly to apply an  unidentified payment, Carrier shall notify the payor of the unidentified payment within 60 days of receipt of the payment and request information which will  enable it to identify the payment. If Carrier does not receive the information  request within 90 days from the date of the notice, Carrier may treat the  unidentified payment as a payment in fact of freight charges owing it, subject  to the regular claims procedure of this Item.

ITEM 500: ALLOWANCE FOR USE OF SHIPPER'S TRAILER

1. When Shipper furnishes its own trailer for transportation service by Carrier,    an allowance of three cents (3 cents) per running mile will be made for the    miles such vehicle is operated by Carrier. Running miles shall be computed as    twice the rate-making miles for each shipment.

2. The freight bill shall show the type of vehicle furnished, and the allowance     for the use thereof will be shown on the invoice covering such shipment.

ITEM 510: SETTING OUT TRAILERS AND TRACTORS USED FOR SPOTTING

1. When for Shipper's convenience a trailer is set out at the facilities of the    Consignor or Consignee or any other site designated, a charge of $10.00 per    hour or fraction thereof will apply, subject to a maximum charge of $100.00    per trailer in any consecutive twenty-four (24) hour period. Time will run    from when the trailer has arrived and is available to Consignor or Consignee    until Carrier is notified that the trailer is ready to be picked up.





2. When Carrier is requested by Shipper to deadhead tractors and/or trailers    between Carrier's terminal and a place designated by the Consignor or    Consignee, a charge of one hundred twenty-five cents (125 cents) per mile    will apply for each mile traveled. Mileage will be computed in accordance    with the provisions of Item 217 (Distances-Method of Computing) from the    closest terminal where suitable equipment is domiciled for the service    requested, subject to a minimum charge of $100.00 per vehicle or unit.

3. When, at the request of Consignor or Consignee, a tractor is used for    spotting or similar services, at a place designated by the Consignor or    Consignee, a charge of $35.00 per hour, will be assessed, subject to a    minimum charge of $140.00 per tractor.

ITEM 520: WAITING AT PORT OF ENTRY

A charge of $15.00 for each half hour or fraction thereof per vehicle will apply for all waiting time of Carrier at a port of entry when trailer is to be taken  from the port of entry to a loading or unloading point in Canada or Mexico,  loaded or unloaded and returned to Carrier at the port of entry.

The time for which charges are applied pursuant to this Item shall not be  subject to Item 525 (Detention of Vehicles), or Item 560 (Overnight Layovers).

ITEM 525: DETENTION OF VEHICLES

1. Except as otherwise provided in this Item, two (2) hours will be allowed for    loading and three (3) hours will be allowed for unloading. A charge of $12.50    per half hour or fractional part thereof shall apply for all time consumed in    excess of free time allowed for loading when due to delays caused by Shipper    or Consignor and beyond Carrier's control. A charge of $50.00 per hour or    fractional part thereof shall apply for all time consumed in excess of free    time allowed for unloading when due to delays caused by Shipper or Consignee    and beyond Carrier's control.

2. Shipments moving in MC-330 or MC-331 trailers will be allowed one and one-    half (1.5) hours for loading and unloading. A charge of $12.50 per half hour    or fractional part thereof shall apply for all time consumed in excess of    free time allowed when due to delay caused by Consignor or Consignee and    beyond Carrier's control.

3. Loading or unloading time shall be deemed to run from the time the unit    arrives on the premises of a plant until all connections have been removed,    necessary shipping papers have been executed and the unit is released from    further assignment at that location. The exception to this computation of    time shall be when, by mutual agreement of Carrier, Consignor and Consignee,    an arrival period is accepted and not met by the Carrier. In this case, this    time shall begin at the earliest hour of the agreed arrival period if the    Carrier is early or at the time of actual hookup and beginning of unloading    if the Carrier arrives later than the agreed arrival period.

4. (a) Shipments requiring stops for partial loading will be allowed one and     one-half (1.5) hours free time at each loading, including the initial     loading.    (b) Shipments requiring stops for partial unloading will be allowed one and     one-half (1.5) hours free time at each unloading, including final delivery.

5. Charges under this Item will not accrue when the provisions of Item 560     (Overnight Layovers) are applicable.

ITEM 530: EXPEDITED SERVICE

Shipments of less than nine hundred (900) miles shall be transported by Carrier  in single-driver service; if Shipper requests expedited service on such  shipments using a two (2)-driver team, a charge of $120.00 shall apply.

ITEM 535: C.O.D. SHIPMENTS

C.O.D. shipments must be freight prepaid and will be accepted under the  following conditions:

1. Shipping orders must be plainly endorsed C.O.D. Shipment, with the amount     to be collected clearly stated.

2. Uncertified checks payable to Shipper will be accepted in payment of a C.O.D.    shipment unless written instructions are issued to Carrier by the Shipper at     the time of shipment requiring some other means of payment.

3. The charges to Shipper for collection and forwarding of Consignee's payment    for a C.O.D. shipment shall be $20.00 per shipment for C.O.D. amounts of    $1,000.00 or less and an additional $2.00 per $100.00 or fraction thereof for    C.O.D. amounts greater than $1,000.00.

4. Carrier shall immediately upon collection of a C.O.D. payment and in no event    later than ten days after delivery to Consignee, unless otherwise instructed    by the Shipper, forwarding by mail to the Shipper all payments collected by    it.

5. Time consumed waiting for orders and collecting from Consignee under this    item will be considered part of the unloading time, and detention charges    will be assessed as provided in Item 525 (Detention of Vehicles).

  ITEM 540: HOSE--CHARGES FOR FURNISHING

1. When hose of a type other than stainless steel, viton, LPG, Chem-Solv, or





   teflon hose is requested for use in loading or unloading shipments, the    Carrier will furnish without charge for each such shipment, hose not to    exceed 30 feet in length. When such hose in excess of 30 feet in length is    requested by either Shipper or Consignee for loading or unloading a    shipment, a charge for such additional hose will be made as follows:

                     FEET                  CHARGE                    --------              ----------                     0 -- 15                $ 7.50                    15 -- 30                 20.00                    30 -- 45                 45.00                    45 -- 60                 80.00                    over  60                  1.50 per foot

2. When Shipper or Consignee requests stainless steel, viton, LPG, Chem-Solv, or teflon hose to load or unload a shipment a charge for such hose furnished will  be made as follows:

                     FEET                  CHARGE                    --------              ----------                     0 -- 15               $ 20.00                    15 -- 30                 50.00                    30 -- 45                 90.00                    45 -- 60                140.00                    over  60                  2.75 per foot

3. If it is necessary to send a service truck to transport additional hose for    the loading or unloading of a shipment, a service truck charge of $20.00 per    hour or fractional part thereof will apply from the time the equipment leaves    Carrier's terminal until it returns. This charge will be in addition to all    other charges and will include service of the driver, if needed, in    stringing, connecting and disconnecting at the trailer and picking up the    hose. If extra hose is requested by either the Shipper or Consignee at time    order is placed for Carrier's equipment to load, Carrier will make every    reasonable effort to transport such extra hose on equipment ordered for    loading.

ITEM 550: LOADING AND/OR UNLOADING SERVICE

Subject to the following provisions, and except as otherwise provided, Carrier's rates do not include the cost of loading or unloading from the transporting  vehicle when the equipment used to load or unload is furnished by the Carrier.

1. Unloading into bulk storage facilities.    (a) For liquid bulk commodities, when loading or unloading service is        performed by the Carrier's own equipment, a charge of five cents (5        cents) per 100 pounds when freight charges are in cents per 100 pounds or        $.004 per gallon when freight charges are in cents per gallon, subject to        a minimum charge of $24.00 per load, will be made for loading and/or        stops to partially load and the same charges will be made for unloading        and/or stops to partially unload.    (b) For dry bulk commodities, when loading or unloading service is performed        by the Carrier's own equipment, a charge of seven cents (7 cents) per 100        pounds, subject to a minimum charge or $35.00 per load will be made for        loading and/or stops to partially load and the same charges will be made        for unloading and/or stops to partially unload.

2. Unloading into barrels or drums.    (a) When, at the request of either Shipper or Consignee, Carrier unloads        liquid commodities from Carrier's vehicle into containers of less than        100 gallons:                    Barreling charges shall be twelve cents (12 cents) per 100                    pounds when freight charges are assessed on a per-100 pound                    basis.

                   Barreling charges shall be $.009 per gallon when freight                     charges are assessed on a per-gallon basis.

   (b) A minimum charge of $47.00 per load shall apply.    (c) Carrier will not barrel or drum by pressure any Class B poisons or        corrosive liquids which require the use of MC-304, 307, 310, 311 or 312        trailers.

3. Inlets and outlets of vehicles shall be sealed by the Shipper.

4. Consignee or its agent shall designate the line to which the unloading hose     shall be coupled, and the coupling and uncoupling shall be done by Consignee.

5. In the loading or unloading of commodities, operation of the vehicle will be    performed by Carrier. Equipment of storage facilities shall be operated by    the Consignor or Consignee or its agent.

6. When at the request of Shipper or Consignee, Carrier furnishes a Stainless     Steel Pump, a charge of $50.00 shall apply.

ITEM 560: OVERNIGHT LAYOVERS

1. When Consignor or Consignee cannot complete loading or unloading, thereby    causing Carrier's unit and drivers to remain at loading point, final    destination, stop-off point, or vicinity thereof until the resumption of    Consignor's or Consignee's Normal Business Hours to complete loading or    unloading, the following charges shall apply:

                   $160.00 for a single-driver operation or $240.00 for                     two-driver sleeper team operation over a weekday night.





                   $650.00 for a single-driver operation and $1,050.00 for                     two-driver team operation over a weekend or holiday.

2. The charges provided in this Item shall be applicable when, in compliance    with Shipper's or Consignee's instructions, Carrier's vehicle arrives at    loading or unloading, stop-off point and/or final destination at other than    Normal Business Hours and a layover is required to commence or complete    loading and/or unloading.

3. Time consumed while a vehicle is actively engaged in loading or unloading    will be considered as loading or unloading time, and detention charges    therefor will be assessed as provided in Item 525 (Detention of Vehicles).

  ITEM 570: HEATING IN TRANSIT

When equipment with a heater unit is required or is requested by Shipper or  Consignee to apply heat to the commodity in transit, Carrier will furnish such  heater service if the equipment is available. Charges will be assessed as  follows:

               DISTANCE OF ONE-WAY           HEATING SERVICE CHARGE                  (Loaded Miles)                  (Per Shipment)                -------------------           ----------------------                      0 --  500                       $18.00                    501 -- 1000                        35.00                   1001 -- 1500                        53.00                   1501 and over                       71.00

ITEM 575: STEAM HEATING

When Shipper or Consignee requires or requests steam heating to accomplish  loading or unloading of commodities at temperatures requested by Shipper or  Consignee, such steam heating will be furnished by the Shipper or Consignee. A  charge of $12.50 for each 30 minutes or fraction thereof will apply for the time required to heat the commodity, including travel time between the loading or  unloading plant and the steam heating facilities if outside the plant area. Time required for steam heating the commodity to accomplish unloading will not be considered detention of equipment for the purpose of assessing charges under Item 525 (Detention of Vehicles).

ITEM 580: STANDBY EQUIPMENT -- EXCLUSIVE USE

1. When, at the request of the Shipper, a trailer is assigned to its exclusive    use for a period of not less than 90 days, the following charges, per    vehicle, per day, shall apply for every day or portion thereof that the    vehicle is not used in revenue producing service:

             TYPE OF EQUIPMENT                       DAILY CHARGE VEHICLE      --------------------------------------          --------------------      Plain Aluminum Tank Trailer, Single or         Multi - Compartment                           $ 60.00      Plain Stainless Steel Tank Trailer                60.00      Insulated Stainless Steel Tank Trailer           100.00      MC-330 or MC-331        Less than 250 lbs.                              75.00        250 lbs. or greater                            100.00

2. When Shipper orders exclusive use of a vehicle, it may at its own expense    place thereon a removable sign or banner for the purpose of advertising. Such    sign or banner is to be placed on the vehicle in such a manner that it will    not obstruct or obliterate any information on the vehicle required by law.    Upon termination of the exclusive use agreement, the cost of removing sign or    banner shall be at the expense of the Shipper.

3. A request for exclusive use in standby service shall be confirmed, in     writing, to the Carrier, giving the date that such services shall commence.

4. A day shall be defined as a twenty-four hour period commencing at 12:01 a.m.     local time at the place the equipment is to be delivered.

5. For the provisions of this Item to apply on Saturdays or Sundays, the party    requesting this service must be notified that an estimated time of arrival    falls on a Saturday or a Sunday.

ITEM 590: VEHICLE FURNISHED BUT NOT USED

1. When a vehicle or unit is ordered by a Shipper or Consignee after the vehicle    or unit has been dispatched from Carrier's terminal, a charge of one hundred    twenty-five cents (125 cents) per mile traveled, subject to a minimum charge    of $125.00, will be made for the empty miles traveled in connection with the    order which was cancelled.

2. Time consumed waiting for orders under this Item will be considered part of    the loading and/or unloading time, as the case may be, and detention charges    will be assessed as provided in Item 525 (Detention of Vehicles), except that    no free time will be allowed.

3. If loading has commenced prior to cancellation of the order and recleaning of    a vehicle is required in order to return the vehicle to the condition it was    in when presented for loading, a charge of $125.00 will be assessed.

4. When a vehicle ordered is cancelled, but such vehicle is used by the same    Shipper or Consignee for the shipment of the same commodity to a different    destination or is used in shipment of a different commodity to the same





   destination, the provisions of this Item shall not apply. 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

SOLUTION:
5597