Expert Transportation Services, Inc.

1202 Butler Road Freeport, PA 16229 800-718-3453 724-295-1202 724-295-1249 (fax)

President - Don L. Smetanick Secretary - Josh Helgert Treasurer - Mike Bender

BROKER CONTRACT CARRIER AGREEMENT

WITNESSETH:

Whereas, Brokers holds a license to serve as property broker from the Federal Highway Administration (FHWA) pursuant to License No. MC-303702, Sub 0 B.

Whereas, Carrier, as an independent contractor, desires to furnish motor carrier service to Shipper on behalf of the Broker for the Transportation of General Commodities and represent that they are a duly qualified contract carrier in interstate commerce under permit number listed below issued by the Interstate Commerce Commission uploaded and attached hereto.

1.

Compliance with Laws. Carrier agrees to comply with all federal, state, and local laws regarding provision to transportation service and this Agreement, including all requirements applicable to the loading, unloading, transporting and/or handling of hazardous materials and compliance with all environmental protection requirements related thereto. Broker and Carrier agree that this Agreement was drafted in accordance with Title 49 of the Code of Federal Regulations, Part 1053, section 1053.1

2.

Brokerage Service. Broker intends to tender for transportation shipments originating from Broker's customer accounts to Carrier from time to time. At this time Carrier will obtain or cause to be executed a Bill of Lading in favor of the Broker's customer (hereinafter "Shipper"), and will transport the shipment in a prompt, dependable and reliable manner in compliance with all applicable laws and will obtain from the consignee and executed delivery receipt.

3.

Minimum Quantity. Broker will tender to Carrier for transportation an average of no less than three (3) shipments per term of agreement, and Carrier agrees to transport an average of at least three (3) shipments per term of the agreement. If, during the agreement period, either party fails to tender to the other party the agreed-upon number of shipments, the

offending party shall pay to the other party, as liquidated damages and not as a penalty, the sum of Ten ($10.00) Dollars.

4.

Payment to Carrier. The compensation which shall be paid by Broker to Carrier for the transportation services shall be agreed upon by the parties prior to the performance of any service by Carrier and set forth in Appendix 1. The parties may agree from time to time to change the rates and charges set forth in Appendix 1 or to add new rates and charges. In such an event, Broker shall prepare a written rate confirmation, which shall include all pertinent terms pertaining to the specific transportation movement necessitating a new or modified rate, including the new contract rate. The rate confirmations shall be telefaxed by the Broker to the Carrier. All such rate confirmations shall be incorporated into this Agreement as part of Appendix 1, which shall be retained by the parties for the period of time required by applicable law. Carrier shall notify Broker in writing prior to the beginning of the transportation service of any disagreement with the terms of the rate confirmation. Absent any such communication from the Carrier; the Carrier shall be deemed to have accepted the rate, and the terms of the rate confirmation shall be binding on Broker and Carrier with respect to the involved shipment.

Carrier agrees that the rate and/or the charges cited in Appendix 1 will not be subject to a particular tariff item or as a rule which may be published in another part of an individual Carrier tariff or incorporated by reference as "governing" tariff as well as other tariffs published by Motor Carrier Rate Bureaus and other such entities.

Carrier agrees to hold the Broker harmless from any action that may be taken by the Federal Highway Administration or State Authorities that may require the Broker to pay rates or charges different from those specified, which have been knowingly and voluntarily agreed to by the parties of the Agreement. Compensation shall be paid to Carrier by Broker within thirty (30) days of receipt of the required Carrier documents. Required Carrier documents are:

a) Carrier's freight bill.

b) Copy of the Shipper's Bill of Lading free and clear of loss and/ or damage claims.

c) Original delivery receipt free and clear of loss and/or damage claims.

Carrier agrees that it shall invoice Broker directly for its freight charges pursuant to this Agreement and that it will not invoice Broker's customer without the prior written consent of Broker.

5.

Bill of Lading. Carrier shall issue or cause to be issued a uniform Straight Bill of Lading on each shipment transported by Carrier. Carrier warrants that all shipments shall be transported within the terms and conditions of the uniform Straight Bill of Lading and that if Carrier deviates from these terms and conditions that Carrier will save and hold Broker harmless from all claims of loss or damage to cargo and any loss of use of product claims that may arise.

Carrier's duties and responsibilities under this Agreement and for the shipment evidenced by the receipt or Bill of Lading shall commence at the time the shipment is placed upon Carrier's trailer and the execution of the receipt or Bill of Lading by Carrier and shall end when the shipment is unloaded from the Carrier's trailer and a free and clear delivery receipt has been executed by consignee.

6.

Insurance Warrant. The Carrier Warrants that is has personal injury, property damage and cargo insurance coverage in the amount of at least named below in the form specified by the Federal Highway Administration.

Type of Insurance

Property Damage and Bodily Injury Liability  - $1,000,000.00

Cargo $100,000.00

Workers Compensation Insurance  - *As required by applicable State/Federal Law*

Carrier agrees that it will maintain said liability and cargo insurance during the term of this agreement. Carrier shall cause the Broker to be named as an additional insured on Carrier's insurance certificate and be so notified by Carrier's insurance company in writing no less than thirty (30) days prior to the cancellation of any insurance coverage.

7.

Loss and Damage Claims. Carrier and Broker agree that all claims for any loss, damage, or delay of any shipment that may occur while the cargo is in the Carrier's possession will be resolved in accordance with the provisions contained in the Code of Federal Regulations 49 CFR, Part 1005.

Carrier warrants that it will notify the Broker in the event any exceptions or notations are made on the Bill of Lading and/or delivery receipt regarding the condition of the cargo by either the shipper or consignee at the time the shipment is picked up or delivered. Carrier agrees to handle and cargo claim that results from loss, damage, or non-delivery with Broker and its customer and make the parties whole for loss, damage, or non-delivery caused by failure of Carrier to properly load, deliver or secure product. Additionally, Carrier is responsible to provide timely delivery. Any delay to the original delivery agreement via load confirmation must be reported to Broker immediately. Severe delivery delay causing shipment order to be canceled will be the responsibility of the Carrier and returned or redelivered at Carrier's expense. Carrier acknowledges that the Broker may utilize other carriers to facilitate the movement of any delayed shipment. In the event the Carrier fails to complete any trip undertaken by it, and the Broker, or any with which the Broker contracts, completes such trip, Carrier shall be responsible for reasonable and necessary costs, charges, fees, and expenses related thereto.

8.

Transit Delay. Carrier warrants that it will notify the Broker of any delays that may occur in transit that may cause the Carrier to not affect the delivery of the shipment as expected and conveyed to Carrier at the time of tender of shipment by Broker. In the event the Carrier fails to effect delivery of the shipment as expected, the Carrier is pre-notified that it will be assessed a late delivery penalty of one hundred ($100.00) dollars per each 24-hour period or fraction thereof that the shipment is deemed delivered late. Broker also reserves the right to intercept and confiscate a shipment that is delayed in transit beyond a reasonable transit period to effect delivery by any reasonable means.

9.

Indemnification. Carrier shall be solely liable for the safe transportation of all shipments entrusted to its care and will be responsible to the Expert Transportation Services, Inc. and their customers for any and all loss of and/or damage to the shipments occurring when the said shipments remain in the care and custody of the Carrier or any person to whom the Carrier may have entrusted the goods. Carrier shall defend, indemnify, and hold harmless Expert Transportation Services, Inc., subsidiaries, affiliated companies, officers, directors, employees and agents, and same of and their customers from all claims of loss, damage, or personal injury, including wrongful death and attorney's fees, which occur or may be alleged to have occurred in the transportation of such shipments.

10.

DOT Safety Rating. Carrier warrants that is possesses and will maintain a satisfactory safety rating issued by the U.S. Department of Transportation (DOT). Carrier understands that the loss of its DOT Satisfactory rating jeopardizes a continuation of this Agreement. In the event that Carrier's safety rating declines to "conditional", the Carrier shall have six (6) months from the date the rating is issued by the DOT to resume a Satisfactory safety rating; otherwise, this contract will be terminated under the provisions outlined herein.

11.

Transportation Service. Carrier hereby agrees that it will:

a) Furnish the transportation service through the assignment of motor vehicles for a continuing period of time for the exclusive use of Broker's customer account(s).

b) Furnish the transportation service, designed to meet the distinct need(s) of Broker's customer account(s).

12.

Force Majeure. Carriers' delay in sending trucks or in receiving, loading, delivering or transferring shipper's freight by them hereunder are excused when occasioned by war, rebellion, riots, Acts of God, fire, authority of law.

13.

Confidentiality and Assignment. Unless the parties agree in writing to a partial or complete waiver, or unless required by law, the parties shall keep confidential and not disclose to any third party and shall direct their officers, employees, and agents to keep confidential and not disclose to any third party all information concerning shipments covered by this Agreement, including without limitation the property transported, the origin and destination, route, consignor, consignee, and number of shipments, except to the extent required for freight billing, auditing and collection purposes. The rights and obligations of the parties under this Agreement are personal. This Agreement shall not be assigned or transferred by the Carrier or the Broker, in whole or in part, without the prior written consent of the other party.

14.

Non-Waiver of Duties. Carrier shall not assign, transfer or delegate to any person, firm or corporation, its rights and duties under this Agreement, without first obtaining the consent, in writing, from the Broker.

15.

Waiver. Carrier hereby specifically agrees to the rates set forth in the Agreement and waives and relinquishes any claim for undercharges or backcharges of any type, on its behalf or that of any successors or assignees.

16.

Good Faith and Fair Dealing Warranty. It is recognized that the Carrier and the Broker are individual business entities and the Carrier may transport property for any shipper and/or Broker; however, the Carrier must recognize that the shipment that the Broker tenders to the Carrier is done so with the reservation that the Carrier does not circumvent the direct business arrangement it has with the Broker and solicits the Shipper involved in this business transaction for future transportation services without the Broker's knowledge.

WHEREFORE, the parties herein agree as follow:

The Carrier shall not solicit traffic from any shipper, consignee, or customer of the Broker, where

1) The availability of such traffic first became known to the Carrier as a result of the Broker's efforts, or

2) Where the traffic of the Shipper, consignee, or customer of the Broker was first tendered to the Carrier by the Broker.

3) Nor shall it accept traffic from any such shipper, consignee, or customer of the Broker.

In the event the Carrier breaches this Agreement during a one (1) year period and begins to transport shipments for any shipper for which the Carrier first transported shipments tendered through the Broker during such a period of time, the Carrier agrees to pay the Broker liquidating damages in the amount of ten percent (10%) of the total freight charges per each shipment tendered thereafter on a direct basis by the Carrier and Shipper.

17.

Contract Retention. Broker and Carrier agree to abide by the terms and conditions of the U.S. Code Section 10701 © (3), which specifies that all parties maintain for the life of the Agreement, copies of the same and for three (3) years thereafter and that a copy of this Agreement be made available to the Federal Highway Administration upon their request.

18.

Entire Agreement. This Contract supersedes any and all other agreements, either oral or written, between the parties with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to said matters. This Agreement may not be assigned without the written consent of both parties.

19.

Term. This Agreement shall become effective on the date specified below and shall continue in effect for a period of one (1) year, which shall be the initial term of this Agreement. This Agreement shall be automatically renewed thereafter from year to year, effective on the anniversary date of this Agreement. This Agreement may be terminated by either party at any time by providing a written notice of termination to the party which shall be received at least thirty (30) days prior to the effective date of termination.

20.

Jurisdiction. This Agreement is made and entered into in the State of Pennsylvania and shall be governed and interpreted by the laws of that State.

21.

Venue. The domicile of the Broker shall determine the venue for the purpose of any legal action instituted by either party in connection with this Agreement.

22.

Carrier Is An Independent Contractor. Carrier is an independent contractor and shall have exclusive control and direction of the persons operating vehicles or otherwise engaged in providing transportation services. Carrier shall have exclusive responsibility for the hiring, supervising, disciplining and discharging of drivers, helpers and other personnel. Broker has no right to and will not control or attempt to control the manner or means by which the Carrier performs the service contracted for this Agreement. Carrier assumes full responsibility for the acts and omissions of the drivers and others engaged by it and for the payments of all local, state, and federal payroll and/or withholding taxes; contributions or taxes for unemployment insurance, worker's compensation, old-age pensions, Social Security, or other social security related protection; and all other costs related to the employment of person engaged in the performance of transportation services. Carrier agrees to comply with all laws, rules, and regulations applicable to its employment of persons to perform services pursuant to this Agreement. Carrier is not authorized or empowered to obligate or bind the Broker as to third parties in any manner whatsoever.

23.

Compliance With Laws. Carrier shall comply with all federal, state, and local laws, rules, regulations and ordinances relating to this Agreement or applicable to the Carrier's performance under this Agreement, including without limitation all federal, state, and local tax laws, Social Security laws, unemployment compensation laws, and worker's compensation laws, and shall give adequate notice to proper authorities with respect thereto. Prior to beginning performance under this Agreement, the Carrier shall secure and pay for all necessary licenses or permits to carry out the performance of its obligations under this Agreement. Carrier shall comply with all federal, state, and local laws, rules regulations and ordinances relating to its loading, unloading, transporting and/or handling of the commodities to be transported by the Carrier pursuant to this Agreement, including any and all requirements applicable to loading, unloading, transporting and/or handling of hazardous materials and compliance with all environmental protection requirements related thereto.

24.

Carrier's Equipment And Drivers. Carrier shall, at its sole cost and expense, operate its motor vehicle equipment in a legal and lawful manner and shall maintain the equipment in good, safe, and lawful operating condition at all times. Broker shall have the right to terminate this Agreement if the Carrier's equipment is not maintained and operated within the limits of the law. Carrier shall, at its sole cost and expense, employ in the operation of such vehicles and equipment fully qualified personnel, shall procure and maintain such licenses and permits as are required by local, state, or federal authorities with respect to such transportation services and shall comply with the laws and regulations applicable thereto. Carrier shall bear the costs and expenses of the furnishing of all fuel, oil, tires, and other parts, supplies, and equipment necessary or required for the safe operation and maintenance of the equipment. Carrier shall bear all expenses, including the expense of road service and repair, in connection with the use and operation of the equipment and shall bear the cost and expense of maintaining the equipment in good repair and mechanical condition. Broker shall not be liable to Carrier for any damage sustained by or to Carrier's equipment or for loss by confiscation or seizure of Carrier's equipment by any public authority. Carrier's equipment is to be clean, odor-free, dry, leak proof, and free of contamination and infestation. Said equipment shall be subject to inspection for suitability and cleanliness by Broker and/or third party vendor. The cleanliness or suitability of equipment must meet Broker and/or third-party vendor standards of acceptability for the specific products to be transported.