BROKER/SHIPPER TRANSPORTATION AGREEMENTTHIS AGREEMENT (“Agreement”) is made and intended to be effective this (the)day of, 20 by and between RFX, Inc having offices at 57 Littlefield Street Avon,MA 02322(“BROKER”) and , having offices at(“SHIPPER”); collectively, the“PARTIES”.RECITALSA. BROKER is licensed as a Property Broker by the Federal Motor Carrier SafetyAdministration (FMCSA) in Docket Number USDOT 2213954 or MC 203507, or by appropriateState agencies, and as a licensed broker, arranges for freight transportation. A copy ofBROKER’s authority is attached as Appendix A, and a copy of BROKER’s Surety Bond or trustfund agreement is attached as Appendix B, (if not attached, BROKER will provide thesedocuments upon SHIPPER’s request); andB. SHIPPER, to satisfy some of its transportation needs, desires to utilize the services ofBROKER to arrange for transportation of SHIPPER’s freight.NOW, THEREFORE, intending to be legally bound, BROKER and SHIPPER agree as follows:AGREEMENT1. TERM. Subject to Paragraph 12, the term of this Agreement shall be one (1) year,commencing on the date shown above, and shall automatically renew for successive one yearperiods; provided that either Party may terminate this Agreement on 30 days written notice to theother Party, with or without cause, or as otherwise provided in this Agreement.2. SERVICE. BROKER agrees to arrange for transportation of SHIPPER’s freight pursuant tothe terms and conditions of this Agreement and in compliance in all material respects with allfederal, state and local laws and regulations relating to the brokerage of the freight covered bythis Agreement. BROKER’s responsibility under this Agreement shall be limited to arrangingfor, but not actually performing, transportation of SHIPPER’s freight. The Parties may, uponwritten mutual agreement, include additional service terms to be attached as Appendix C.3.VOLUME.A.SHIPPER agrees to tender a minimum of one (1) shipment to BROKER, andBROKER agrees to arrange for the transportation of said shipment, as well as anyother shipments offered by SHIPPER as accepted by BROKER. SHIPPER is notrestricted from tendering freight to other brokers, freight forwarders, third-partylogistics providers, or directly to motor carriers. BROKER is not restricted fromarranging transportation of freight for other parties.

B.SHIPPER shall be responsible to BROKER for: Timely and accurate deliveryspecifications and description of the cargo, including, but not limited to, dimensions,weight, temperature, any special handling or security requirements, load value, andemploying reasonable security protocols to reduce the risk of cargo theft.4. FREIGHT CARRIAGE. BROKER warrants that it has entered into, or will enter into,bilateral written contracts with each carrier it engages to perform the transportation servicesrequired by this Agreement. BROKER further warrants that those contracts comply with allapplicable federal, state and local laws and regulations and shall include (but not be limited to)the substance of the following terms:A.Carrier is in, and shall maintain compliance during the term of this Agreement, withall applicable federal, state and local laws relating to the provision of its servicesincluding, but not limited to:1. transportation of Hazardous Materials, (including the licensing and training ofdrivers), asdefined in 49 C.F.R. §172.800, §173, and §397 et seq. to the extent that anyshipmentshereunder constitute Hazardous Materials;2. security regulations;3. owner/operator lease regulations;4. loading and securement of freight regulations;5. implementation and maintenance of driver safety regulations including, but notlimited to,hiring, controlled substances, and hours of service regulations;6. sanitation, temperature, and contamination requirements for transporting food,perishable, andother products;7. qualification, licensing and training of drivers;8. implementation and maintenance of equipment safety regulations;9. maintenance and control of the means and method of transportation including, butnot limitedto, performance of its drivers;10. all registration, licensing, and insurance requirements required to perform theservices; and11. comply with the Food Safety Modernization Act (21 U.S.C. § 2201 et seq.) and itsimplementing regulations.B.Carrier shall agree to defend, indemnify and hold BROKER and SHIPPER harmlessfrom all damages, claims or losses arising out of its performance of the Agreement,including cargo loss and damage, theft, delay, damage to property, and personal injuryor death.C.Carrier shall agree that its liability for cargo loss or damage shall be determined by 49USC §14706 (the Carmack Amendment). Exclusions in carrier’s insurance coverageshall not exonerate carrier from this liability. No limitation of carrier's liability shallapply, unless BROKER first obtains the express written consent of SHIPPER.D.Carrier shall agree to maintain at all times during the term of the contract, insurancepolicies with limits not less than the following:General Liability Auto Liability - 1,000,000 1,000,000

Cargo Liability 100,000Worker’s Compensation – as required by law.BROKER shall verify that each carrier it utilizes in the performance of this Agreementhas insurance policies with the minimum amount as defined above.E.Carrier shall agree that the provisions contained in 49 CFR 370.1 et seq. shall governthe processing of claims for loss, damage, injury or delay to property and theprocessing of salvage, unless otherwise agreed in writing in an instrument other than abill of lading, tariff or shipping document. Carrier may agree in such writteninstrument to an alternative claims process for exempt commodities and BROKERshall provide SHIPPER with advance notice of any such process.F.BROKER and carrier agree that BROKER is the sole party responsible for payment ofcarrier’s charges. Failure of BROKER to collect payment from its customer shall notexonerate BROKER of its obligation to pay carrier. BROKER agrees to pay carrier'sundisputed invoice within 20 days of receipt of the bill of lading or proof of delivery,provided carrier is not in default under the terms of this Agreement. If BROKER hasnot paid carrier’s undisputed invoice as agreed, and carrier has complied with theterms of this Agreement, carrier may seek payment from the Shipper or other partyresponsible for payment after giving BROKER 10 (business days) advance writtennotice, except that carrier shall not seek payment from Shipper or any other Partyresponsible for payment if SHIPPER or such other Party can prove payment toBROKER.G.Carrier agrees that at no time during the term of this contract with BROKER, shall ithave an “Unsatisfactory” safety rating as determined by the Federal Motor CarrierSafety Administration (FMCSA), and that it has no knowledge of any threatened orpending interventions by FMCSA; if carrier receives an “Unsatisfactory” safety rating,or a rating has changed from “Satisfactory” to “Conditional” or if any future safetyrating has otherwise been downgraded by FMCSA, it shall immediately notifyBROKER and shall not transport any freight hereunder without BROKER’s priorwritten consent. The provisions of this paragraph are intended to include safety ratingdesignations which may replace those above, which are subject to change by FMCSAat any time.H.Carrier shall agree that the terms and conditions of its contract with BROKER shallapply on all shipments it handles for BROKER. Any tariff terms published by carrierwhich are inconsistent with the contract shall be ineffective and inapplicable to theshipments tendered under this Agreement.I.Carrier shall expressly waive all rights and remedies under Title 49 U.S.C., SubtitleIV, Part B to the extent they conflict with the contract.J.Carrier will not broker, re-broker, assign, interline, or subcontract the shipmentswithout prior written consent of BROKER. If Carrier breaches this provision,BROKER shall have, in addition to all the other rights and remedies at law or inequity, the right of paying the monies it owes its contracted Carrier, directly to thedelivering carrier in lieu of payments to its contractedCarrier. Regardless of BROKER’s payment to delivering carrier, the contractedCarrier shall not be released from any liability to BROKER under this Agreement, orfrom liability under 49 U.S.C. §14916. Carrier will not have recourse against Shipperfor Broker’s nonpayment of freight bill(s) to Carrier associated with any brokerage,re-brokerage, assignment, interline, or subcontracting by Carrier.

K.To the extent that any shipments subject to this Agreement are transported into, out of,through or within the State of California, CARRIER warrants that they are incompliance with all California Air Resources Board regulations. CARRIER shall beliable to BROKER and SHIPPER for any penalties, or any other liability, imposed onor assumed by BROKER or SHIPPER because of Carrier’s use of non-compliantequipment.5. RECEIPTS AND BILLS OF LADING. If requested by SHIPPER, BROKER agrees toprovide SHIPPER with proof of acceptance and delivery of shipments in the form of a signed Billof Lading or Proof of Delivery via US Mail, courier, or electronically by fax or email.SHIPPER’s insertion of BROKER’s name on the bill of lading shall be for SHIPPERconvenience only and shall not change BROKER’s status as a property broker. The terms andconditions of any freight documentation used by BROKER or carrier selected by BROKER maynot supplement, alter, or modify the terms of this Agreement.6. PAYMENTS. BROKER shall invoice SHIPPER for its services in accordance with therates, charges and provisions set forth in Appendix D attached, and any written supplements orrevisions that are mutually agreed to between the PARTIES in writing. If rates are negotiatedbetween the PARTIES but not reflected in Appendix D they shall be confirmed in writing to bebinding upon SHIPPER. SHIPPER agrees to pay BROKER’s invoice within 30 days of invoicedate without deduction or setoff. Unless otherwise agreed in a signed writing, BROKER shallapply payment to the amount due for the specified invoice, regardless whether there are earlierunpaid invoices. Payment of the freight charges to BROKER shall unconditionally relieveSHIPPER, Consignee or other responsible party of any liability to the carrier for non-payment ofits freight charges. BROKER shall indemnify SHIPPER from and against any claim for freightpayment brought by carrier against SHIPPER when SHIPPER has paid BROKER and BROKERhas failed to pay carrier.7.CLAIMS.A.Freight Claims: SHIPPER must file claims for cargo loss or damage with BROKERwithin one hundred eighty (180) days from the date of such loss, shortage or damage,which for purposes of the Agreement shall be the delivery date or, in the event of nondelivery, the scheduled delivery date. SHIPPER must file any civil action againstBROKER in a Court of Law (or commence arbitration) within two (2) years from thedate the carrier or BROKER provides written notice to SHIPPER that the carrier hasdisallowed any part of the claim in the notice.B.Carriers utilized by BROKER shall agree in writing with BROKER to be liable forcargo loss or damage as outlined in paragraph 4.C above. The carrier’s cargo liability forany one shipment shall not exceed 100,000, unless BROKER is notified by SHIPPERof the increased value at the time of tendering of the shipment with the BROKER. It isunderstood and agreed that the BROKER is not a carrier and that the BROKER shall notbe held liable for loss, damage or delay in the transportation of SHIPPER's property,unless caused by BROKER’s negligent acts or omissions in the performance of thisAgreement. BROKER shall assist SHIPPER in the filing and/or processing of claimswith the carrier. If payment of a claim is made by BROKER to SHIPPER, SHIPPERautomatically assigns its rights and interest in the claim to BROKER.C.In no event shall BROKER or BROKER’s contracted Carrier be liable to SHIPPER forspecial, incidental, or consequential damages that relate to loss, damage or delay to ashipment, unless SHIPPER has informed BROKER in written or electronic form prior toor when tendering a shipment or series of shipments to BROKER of the potential nature,

type and approximate amount of such damages, and BROKER specifically agrees inwritten or electronic form to accept responsibility for such damages.D. SHIPPER shall not be responsible to salvage food shipments that are inspected by aqualified individual as referenced in 21 C.F.R. 1.908(a)(6) and found to be “adulterated”as defined in 21 CFR § 342. BROKER will contractually require its carriers to complywith SHIPPER’s written instructions regarding food safety and to be liable for failure tocomply with and pay for reasonable disposal instructionst.E. All Other Claims: The Parties shall notify each other of all known material details ofclaims within sixty (60) days of receiving notice of any claims other than cargo loss ordamage claims, and shall update each other promptly thereafter as more informationbecomes available. Civil actions, or arbitration, if any, shall be commenced within two(2) years from the date either Party provides written notice to the other Party of such aclaim.8. INSURANCE. BROKER agrees to procure and maintain at its own expense, at all timesduring the term of this Agreement, the following insurance coverage amounts:A.Comprehensive general liability insurancecovering bodily injury and property damage 1,000,000B.Contingent Cargo Insurance 100,000C.Errors and Omissions Insurance 500,000D.Contingent Auto Liability or Hired and Non-owned Auto Liability Insurance or otherinsurance providing substantially similar coverage 1,000,000BROKER shall submit to SHIPPER a certificate of insurance as evidence of such coverage andwhich names SHIPPER as “Certificate Holder”.9. SURETY BOND. BROKER shall maintain a surety bond or trust fund agreement asrequired by the Federal Motor Carrier Safety Administration in the amount of at least 75,000 oras otherwise required by the FMCSA and furnish SHIPPER with proof upon request.10. HAZARDOUS MATERIALS. SHIPPER shall comply with all applicable laws andregulations relating to the transportation of hazardous materials as defined in 49 CFR §172.800,§173, and § 397 et seq. to the extent that any shipments constitute hazardous materials. SHIPPERis obligated to inform BROKER immediately if any such shipments constitute hazardousmaterials. SHIPPER shall defend, indemnify and hold BROKER harmless from any penalties orliability of any kind, including reasonable attorney fees, arising out of SHIPPER’s failure tocomply with applicable hazardous materials laws and regulations.11. HOMELAND SECURITY. As applicable to each, respectively, BROKER and SHIPPERshall comply with federal, state and local Homeland Security related laws and regulations.12.“CURE”/DEFAULT.A.Both Parties will discuss any perceived deficiency in performance and will promptlyendeavor to resolve all disputes in good faith. However, if either Party materially failsto perform its duties under this Agreement, the Party claiming default for a cause otherthan those listed in Section 12.B may terminate this Agreement on 10 (ten) days priorwritten notice to the other Party. SHIPPER shall be responsible to pay BROKER for

any services performed prior to the termination of this Agreement, includingshipments scheduled and in transit on the date of termination, if ultimately deliveredand invoiced to SHIPPER in accordance with this Agreement.B.Default: The following actions, in addition to any other material breach describedelsewhere in this Agreement, shall each constitute a material breach of thisAgreement:1.Either Party files a voluntary petition under Chapter 7 or 11 of the U.S.Bankruptcy Code, or any equivalent state law; or a petition is filed against theParty, under federal or state law which is not dismissed within 60 days.2.BROKER’s license(s) required for BROKER to perform its obligations underthis Agreement is revoked, canceled, suspended, or discontinued for any reason.In the event of the occurrence of any breach(es) listed in this Section 12.B, the nonbreaching party may terminate this Agreement effective immediately upon writtennotice to the breaching party.13. INDEMNIFICATION. Subject to the monetary insurance limits and coverage in Section8, BROKER and SHIPPER shall defend, indemnify and hold each other harmless from andagainst any claims, actions or damages, including, but not limited to cargo loss, damage, or delayand payment of rates and/or accessorial charges to carriers, arising out of their respectiveperformances under this Agreement, provided, however, the indemnified party shall not offersettlement in any such claim without the agreement of the indemnifying party which agreementshall not be unreasonably withheld. If the indemnified party offers or agrees to a settlement forsuch a claim without the written agreement of the indemnifying party, the indemnifying partyshall be relieved of its indemnification obligation. Neither Party shall be liable to the other Partyfor any claims, actions or damages due to such other Party’s own negligence or intentional acts.Failure of insurance coverage, for any reason, shall not exonerate either party from its indemnityobligations hereunder which for either party shall not exceed the amounts specified in Section 8.The obligation to defend shall include all costs of defense as they accrue.14. ASSIGNMENT/MODIFICATIONS OF AGREEMENT. Neither Party may assign ortransfer this Agreement, in whole or in part, without the prior written consent of the other Party.No amendment or modification of the terms of this Agreement shall be binding unless in writingand signed by the Parties.15. SEVERABILITY/SURVIVABILITY. In the event that the operation of any portion ofthis Agreement results in a violation of any law, or any provision is determined by a court ofcompetent jurisdiction to be invalid or unenforceable, the Parties agree that such portion orprovision shall be severable and that the remaining provisions of the Agreement shall continue infull force and effect. The representations and obligations of the Parties shall survive thetermination of this Agreement for any reason.16. INDEPENDENT CONTRACTOR: The relationship of the Parties to each other shall atall times be that of independent contractors. None of the terms of this Agreement, or any act oromission of either Party shall be construed for any purpose to express or imply a joint venture,partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties.Each Party shall provide sole supervisions and shall have exclusive control over the actions andoperations of its employees, and agents used to perform its services hereunder. Neither Party hasany right to control, discipline or direct the performance of any employees, or agents of the otherParty. Neither Party shall represent to any party that it is anything other than an independentcontractor in its relationship to the other Party.

17. NONWAIVER. Failure of either Party to insist upon performance of any of the terms,conditions or provisions of this Agreement, or to exercise any right or privilege herein, or thewaiver of any breach of any of the terms, conditions or provisions of this Agreement, shall not beconstrued as thereafter waiving any such terms, conditions, provisions, rights or privileges, butthe same shall continue and remain in full force and effect as if no forbearance or waiver hadoccurred.18. NOTICES. Unless the Parties notify each other in writing of a change of address, any andall notices required or permitted to be given under this Agreement shall be made in writing andshall be delivered via fax with machine imprint on paper acknowledging successful transmissionor email with confirmed receipt and shall be effective when so delivered to the addresses asfollows:RFX, Inc(BROKER)Attn: ContractsAddress: 57 Littlefield StreetAvon, MA 02322Phone: 508-408-1687Fax: 508-276-2020Email: :Fax:Email:19. FORCE MAJEURE. Neither Party shall be liable to the other for failure to perform any ofits obligations under this Agreement during any time in which such performance is prevented byfire, flood, or other natural disaster, war, embargo, riot, civil disobedience, or the intervention ofany government authority, or any other cause outside of the reasonable control of the SHIPPERor BROKER, provided that the Party so prevented uses its best efforts to perform under thisAgreement and provided further, that such Party provide reasonable notice to the other Party ofsuch inability to perform. Performance obligations of the Parties may be extended by the amountof delay caused by Force Majeure events, upon mutual agreement.20. CHOICE OF LAW AND VENUE. All questions concerning the construction,interpretation, validity and enforceability of this Agreement, whether in a court of law or inarbitration, shall be governed by and construed and enforced in accordance with the laws of theState of Massachusetts, without giving effect to any choice or conflict of law provision or rulethat would cause the laws of any other jurisdiction to apply.21. DISPUTE RESOLUTION (Choose one option below. Both parties must initial theselected option.)In the event no selection is made for Pars. A, B or C, the Parties will have 10 days to mutuallyagree on a dispute resolution option; provided, however, if no agreement is reached, disputesshall be resolved by the preference of the first party to file a complaint in court, in which caseobjections to venue are deemed to be waived,or serve a demand for arbitration on the allegedlyoffending Party.A.ARBITRATION: SHIPPER BROKERIn the event of a dispute arising out of this Agreement, the Party’s sole recourse shall be toarbitration within two years from the date of the alleged loss. Proceedings shall beconducted under the rules of the the American Arbitration Association (AAA) or

Transportation ADR Council, Inc. (ADR) at the discretion of the party filing the complaint.Upon agreement of the Parties: Arbitration proceedings may be conducted outside of theadministrative control of the AAA or ADR; unless otherwise agreed in writing, arbitrationproceedings may be conducted by tele-conference or video-conference. The decision of thearbitrators shall be “reasoned” including findings of fact and conclusions of law, binding andfinal and the award of the arbitrator may be entered in a court of competent jurisdiction. Theprevailing party shall be entitled to recovery of costs, expenses and reasonable attorney feesas well those incurred in any action for appeal or injunctive relief, or in the event furtherlegal action is taken to enforce the award of arbitrators. The arbitration provisions of thisparagraph shall not apply to enforcement of the award of arbitration.B.COMBINATION ARBITRATION/LITIGATION: SHIPPERBROKERSubject to the time limitations set forth in Par. 7 above, for disputes where the amount incontroversy exceeds the Parties shall have the right, but not theobligation, to select litigation in order to resolve any disputes arising hereunder. In the eventof litigation the prevailing Party shall be entitled to recover costs, expenses and reasonableattorney fees, including but not limited to any incurred on appeals.C. LITIGATION: SHIPPER BROKERIn the event of a dispute arising out of this Agreement, the Party’s sole recourse shall belitigation which shall be filed in accordance with paragraph 20 above within two years fromthe date of the alleged loss. The prevailing party shall be entitled to recovery of costs,expenses and reasonable attorney fees as well those incurred in any action for injunctiverelief.22.CONFIDENTIALITY. Other than as required to comply with law or legal processrequiring disclosure, the Parties agree to the following:A.BROKER shall not utilize SHIPPER’s name or identity in any advertising orpromotional communications without written confirmation of SHIPPER’s consent andthe Parties shall not publish, use or disclose the contents or existence of thisAgreement except as necessary to conduct their operations pursuant to thisAgreement. BROKER will require its carriers and/or other brokers to comply with thisconfidentiality clause.B.In addition to Confidential Information protected by law, statutory or otherwise, theParties agree that all of their financial information and that of their customers,including but not limited to freight and brokerage rates, amounts received forbrokerage services, amounts of freight charges collected, freight volume requirements,as well as personal customer information, customer shipping or other logisticsrequirements shared or learned between the Parties and their customers, shall betreated as Confidential, and shall not be disclosed or used for any reason without priorwritten consent.C.In the event of violation of this Confidentiality paragraph, the Parties agree that theremedy at law, including monetary damages, may be inadequate and that the Partiesshall be entitled, in addition to any other remedy they may have, to an injunctionrestraining the violating Party from further violation of this Agreement in which casethe non-prevailing Party shall be liable for all costs and expenses incurred, includingbut not limited to reasonable attorney’s fees.23. ENTIRE AGREEMENT. This Agreement, including all Appendices and Addenda,constitutes the entire agreement intended by and between the Parties and supersedes all prior

agreements, representations, warranties, statements, promises, information, arrangements, andunderstandings, whether oral, written, expressed or implied, with respect to the subject matterhereof. Any modifications to this model contract, as published and copyrighted by TIA andNITL, shall be highlighted or italicized and initialed by both Parties to be valid. The Partiesfurther intend that this Agreement constitutes the complete and exclusive statement of its termsand that no extrinsic evidence may be introduced to reform this Agreement in any judicial orarbitration proceeding involving this Agreement.IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed intheir respective names by their fully-authorized representatives as of the dates first above written.BROKERSHIPPERSignedSignedPrinted NamePrinted NameTitleTitle

BROKER is licensed as a Property Broker by the Federal Motor Carrier Safety Administration (FMCSA) in Docket Number USDOT 2213954 or MC 203507, or by appropriate State agencies, and as a licensed broker, arranges for freight transportation. A copy of BROKER’s authority is attached a