THIS AGREEMENT is made and entered on the date submitted below by and between StarKing Transportation, LLC. (“BROKER”) and (“CARRIER”), (collectively, the “PARTIES”).

I. Recitals

A. WHEREAS BROKER is licensed as a property broker by the Federal Motor Carrier Safety

Administration (“FMCSA”), or by appropriate State agencies, and as a licensed broker, arranges for freight transportation; and

B. WHEREAS CARRIER is authorized to operate in inter-provincial, interstate and/or intrastate

commerce and is qualified, competent and available to provide for the transportation services required by BROKER; and NOW THEREFORE, intending to be legally bound, BROKER and CARRIER agree as follows:

II. Agreement

1. TERM AND TERMINATION.

(a) The Term of this Agreement shall be for one (1) year and shall automatically renew for

successive one (1) year periods; provided, however, that either PARTY may terminate this Agreement at any time by giving forty-five (45) days prior written notice.

(b) BROKER may additionally terminate this Agreement immediately upon written notice in any

of the following events:

i. CARRIER loses its operating authority or otherwise becomes disqualified to perform its

obligations under this Agreement;

ii. CARRIER breaches any covenant, obligation, condition, or requirement imposed upon

it by this Agreement, and such breach continues for a period of ten (10) days after

written notice thereof from BROKER to CARRIER;

iii. CARRIER becomes insolvent or becomes unable to pay its debts in a timely manner;

iv. CARRIER fails to comply with the performance metrics imposed upon it at any time by

BROKER as set forth in this Agreement;

v. CARRIER fails to procure and maintain any of the insurance coverages required by this

Agreement; or

vi. CARRIER utilizes the services of any brokers or subcontracts transportation of freight

tendered by BROKER hereunder to any third party motor carrier or other

transportation provider or utilizes a third party logistics provider to perform its

obligations under this Agreement without prior written consent of BROKER.

(c) CARRIER may additionally terminate this Agreement immediately upon written notice if

BROKER breaches any covenant, obligation, condition, or requirement imposed upon it by this

Agreement and such breach continues for a period of thirty (30) days after written notice thereof from CARRIER.

2. CARRIERS OPERATING AUTHORITY AND COMPLIANCE WITH LAW.

a. CARRIER represents and warrants that it is duly and legally qualified in accordance with

all federal, state, provincial, territorial, and local laws, statutes, regulations, rules, and ordinances

(collectively, “Applicable Law”) to provide, as a contract carrier, the transportation services

contemplated herein.

b. CARRIER further represents and warrants that it does not have an unsatisfactory or unfit

safety rating issued by any regulatory authority with jurisdiction over CARRIER’s operations, including, but not limited to, the Federal Motor Carrier Safety Administration (“FMCSA”) of the U.S. Department of Transportation (“DOT”). CARRIER further agrees to comply with all Applicable Law in the performance of its services under this Agreement.

c. CARRIER shall monitor its scores in each Behavior Analysis and Safety Improvement

Categories (“BASIC”) maintained by the FMCSA on a monthly basis and in the event that CARRIER has two or more BASICs in excess of any Intervention Threshold, CARRIER shall immediately notify

BROKER in writing of such fact and shall provide a corrective action plan intended to decrease scores to levels below the applicable Intervention Thresholds. Likewise, if CARRIER is assigned a “conditional” or equivalent safety rating, it will provide a corrective action plan indicating the steps being taken to improve such rating to “satisfactory.”

d. BROKER may, in its sole discretion, discontinue use CARRIER to provide any services

until such time as CARRIER’s operations are acceptable to BROKER. In the event that CARRIER

receives an unsatisfactory safety rating, CARRIER shall immediately notify BROKER of such fact and shall not carry any loads or goods tendered to CARRIER by BROKER until such prohibition on operations is removed.

3. PERFORMANCE OF SERVICES

a. CARRIER’s services under this Agreement are designed to meet the needs of BROKER

under the specified rates and conditions set forth herein. CARRIER agrees that the terms and conditions of this Agreement apply to all shipments handled by CARRIER for BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by

law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, bill of lading, or similar documentation apply to services provided under this Agreement.

b. CARRIER shall transport all shipments provided under this Agreement without delay,

and all occurrences which would be probable or certain to cause delay shall be immediately

communicated to BROKER by CARRIER. This Agreement does not grant CARRIER an exclusive right to perform any transportation related services for BROKER or its Customer.

4. RECEIPTS AND BILLS OF LADING

i. Each shipment hereunder shall be evidenced by a bill of lading acceptable to BROKER

naming CARRIER as the transporting carrier. The fact that BROKER is named as a

“carrier” upon any applicable bill of lading shall not affect its status as a property broker.

ii. Upon delivery of each shipment made hereunder, CARRIER shall obtain a receipt

showing the kind and quantity of product delivered to the consignee of such shipment at

the destination specified by BROKER or the Customer, and CARRIER shall cause such

receipt to be signed by the consignee.

iii. No terms, conditions and provisions of the bill of lading, manifest or other form of receipt

or contract shall apply to services provided under this Agreement. CARRIER’s failure to

issue a bill of lading shall not affect its liability hereunder. CARRIER shall notify

BROKER immediately of any exception made on the bill of lading or delivery receipt.

5. CARRIER’S OPERATIONS

a. CARRIER shall, at its sole cost and expense:

i. furnish all equipment necessary or required for the performance of its obligations

hereunder (the “Equipment”);

ii. pay all expenses related, in any way, with the use and operation of the Equipment; and

iii. maintain the Equipment in good repair, mechanical condition and appearance.

b. CARRIER shall utilize only competent, able and legally licensed personnel in the performance

of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely

responsible for ensuring, and will ensure, at CARRIER’s cost and expense, that such personnel are

fully qualified to perform services hereunder, and that such personnel have access to all locations into which access is necessary to perform services under this Agreement.

c. CARRIER shall perform the services hereunder as an independent contractor, and assumes

complete responsibility for all state and federal taxes, assessments, insurance (including, but not

limited to, workers’ compensation, unemployment compensation, disability, pension and social

security insurance) and any other financial obligations arising out of the transportation performed hereunder.

d. CARRIER shall be solely responsible for compliance with all provisions of Applicable Law

regarding over dimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit.

e. CARRIER shall maintain appropriate security infrastructure to ensure the physical security of

shipments and equipment handled under the terms of this Agreement.

6. RATES AND PAYMENTS.

a. Unless otherwise stated in a separate Rate Confirmation Agreement signed by the PARTIES,

CARRIER will invoice and BROKER will pay the rates and charges set forth in Appendix A, for

transportation services performed under this Agreement. CARRIER will send invoices to BROKER.

CARRIER represents and warrants that there are no other applicable rates or charges except those established in this Agreement or in any Rate Confirmation Sheet signed by BROKER. Appendix A can be supplemented or revised only by written agreement signed by both PARTIES.

b. The Rate Confirmation Agreement shall be in the form specified in Appendix B. The Rate

Confirmation Agreement shall be signed and agreed to by CARRIER and BROKER before each

shipment to which such Rate Confirmation Agreement applies. If the CARRIER picks up any freight without signing the Rate Confirmation, CARRIER agrees to be bound to all conditions contained in the proposed Rate Confirmation AND this Agreement.

c. CARRIER shall perform the services hereunder as an independent contractor, and assumes

complete responsibility for all state and federal taxes, assessments, insurance (including, but not

limited to, workers’ compensation, unemployment compensation, disability, pension and social

security insurance) and any other financial obligations arising out of the transportation performed hereunder.

d. CARRIER shall be solely responsible for compliance with all provisions of Applicable Law

regarding over dimension and overweight loads. CARRIER shall be solely responsible for its day to day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit.

e. CARRIER shall maintain appropriate security infrastructure to ensure the physical security of

shipments and equipment handled under the terms of this Agreement.

f. CARRIER further agrees that BROKER has the discretionary right to offset any payments

owed to CARRIER hereunder for liability incurred by CARRIER, including, but not limited to, claims

for freight, loss, damage, or delay.

g. Carrier agrees to provide the proof of delivery (P.O.D.) within 5 business days of making

delivery. If the carrier does not provide the P.O.D. within the alloted time, the carriers total invoice

will be reduced by 25% on the 6th business or non-business day.

h. CARRIER shall submit all freight bills within 30 days of delivery or waive its right to payment

for services rendered with respect to such late submitted invoices. Claims for undercharges must be brought within 90 days of BROKER’s receipt of the original invoice giving rise to such undercharge claim. Assuming CARRIER has complied with the foregoing invoicing obligations, CARRIER shall bring suit related to unpaid freight charges or undercharges within 3 months of the date of delivery or its right to sue or otherwise seek payment shall be waived. This includes your factoring company. If they fail to invoice us within 30 days you and they forfeit your right to payment. AGAIN if you or your factoring company fail to invoice us within 30 days you BOTH forfeit your rights to invoice us and your rights to any compensation for the load. There will be a ZERO tolerance for this policy.

7. WAIVER OF CARRIERS’ LIEN

a. CARRIER shall not withhold any goods transported under this Agreement on account of any

dispute as to rates or any alleged failure of BROKER to pay charges incurred under this

Agreement. CARRIER is relying upon the general credit of BROKER and hereby waives and

releases all liens which CARRIER might otherwise have to any goods of BROKER or its

Customer in the possession or control of CARRIER.

8. FREIGHT LOSS, DAMAGE, OR DELAY

(a) Unless otherwise set forth in Appendix A, CARRIER shall have the sole and exclusive care,

custody and control of the cargo tendered hereunder from the time it is delivered to CARRIER for transportation until delivery to the consignee accompanied by the appropriate receipts. CARRIER shall notify BROKER immediately in the event any such cargo is lost (including stolen), damaged or destroyed, or in the event CARRIER becomes aware that applicable delivery schedules will not be met.

(b) CARRIER assumes the liability of a motor carrier under the Carmack Amendment as

currently codified at 49 U.S.C. § 14706 for loss, delay, damage to or destruction of any and all

goods or property tendered to CARRIER pursuant to this Agreement from the time the shipment

is tendered to CARRIER until delivery.

(c) CARRIER shall be liable for the full invoice value of the cargo lost, damaged, delayed, or

destroyed, as well as any additional costs or fees imposed upon BROKER by the cargo claimant,

except that CARRIER’s full value liability shall not exceed $5,000,000 (U.S. Dollars) per shipment

unless agreed upon in writing by the PARTIES (such agreement may, but need not necessarily,

take the form of a declared value declaration). No other limitation of liability shall apply unless

specifically agreed to in writing by BROKER prior to CARRIER’s receipt of the specific shipments

to which such limitation applies, and BROKER’s agreement to a limitation shall not be construed

as a waiver of full value liability with respect to any other goods tendered to CARRIER.

(d) BROKER or its Customer may request that CARRIER accept a higher maximum liability.

In such an event, the increased valuation will be stated in a separate Rate Confirmation Agreement or on the bill of lading. CARRIER’s acceptance of the load shall evidence CARRIER’s

acknowledgement that CARRIER agrees that it will be liable for the increased valuation (of the full value of the goods, whichever is less), and that CARRIER agrees to maintain cargo insurance up to the full amount of such valuation. Upon request, CARRIER will provide BROKER or Customer evidence of such increased cargo insurance limits, which insurance will comply with the provisions of this Agreement governing cargo insurance.

(e) CARRIER waives any Applicable Law regarding processing of claims and handling of

salvage, including, but not limited to, the provisions of 49 C.F.R. Part 370. CARRIER shall pay to

BROKER, or allow BROKER to deduct from the amount BROKER owes CARRIER, Customer’s

full actual loss for the kind and quantity of commodities so lost, delayed, damaged or destroyed.

Payments by CARRIER to BROKER or its Customer, pursuant to the provisions of this section,

shall be made within thirty (30) days following receipt by CARRIER of BROKER’s or Customer’s

undisputed claim and supporting documentation. CARRIER shall fully assist BROKER in

investigating any claim for cargo loss, damage, delay, or destruction.

(f) CARRIER waives any right to salvage goods subject to this provision, as well as any right to

claim an offset for the value of salvage.

(g) Exclusions from coverage contained in CARRIER’s Cargo Insurance as required herein shall

not affect CARRIER’s liability for freight loss, damage, or delay.

9. INSURANCE

Unless otherwise set forth in Appendix A, CARRIER shall procure and maintain, at its sole cost

and expense, the following insurance coverages:

(a) Public liability and property damage insurance (“AL”) with a reputable and financially

responsible insurance company insuring CARRIER in an amount not less than $1,000,000.00

(U.S. Dollars) per occurrence, except where CARRIER is hauling hazardous materials or

hazardous substances of a kind or amount requiring insurance limits of not less than$5,000,000

(U.S. Dollars) as prescribed by 49 C.F.R. Part 387, in which case insurance shall be maintained

with limits not less than $5,000,000 (U.S. Dollars) per occurrence.

(b) Commercial General Liability (“CGL”) Insurance covering the transportation of

shipments and other operations under this Agreement in an amount not less than $1,000,000.00

(U.S. Dollars) per occurrence. Such insurance shall also cover CARRIER’s contractual liability

under this Agreement.

(c) All Risk Broad Form Motor Truck Cargo Legal Liability (“Cargo”) insurance in an

amount not less than $100,000.00 (U.S. Dollars) per occurrence. The coverage provided under

the policy shall have no exclusions or restrictions of any type that would foresee-ably preclude

coverage relating to cargo claims including, but not limited to, exclusions for unattended or

unattached trailers, theft, commodities transported under this Agreement, refrigerator

breakdown or lack of refrigerator fuel.

(d) Statutory Workers’ Compensation Insurance coverage in such amounts and in such form

as required by applicable state law.

(e) All insurance policies required by this Agreement shall, as applicable, be primary and shall

waive subrogation and contribution against BROKER. CARRIER shall furnish to BROKER

written certificates obtained from the insurance carrier showing that such insurance has been

procured, is being properly maintained, the expiration date, and specifying that written notice of

cancellation or modification of the policies shall be given to BROKER at least thirty (30) days

prior to such cancellation or modification. In addition, BROKER shall be named as an additional

insured on CARRIER’s CGL and AL policies, and as a loss payee on the Cargo policy as evidenced

by an endorsement on the certificates of insurance. Upon request of BROKER or its designated

insurance consultant, CARRIER shall provide BROKER, BROKER’s consultant, or Customer

with copies of the applicable insurance policies.

(f) CARRIER hauling food products will verify that the equipment is suitable for the

transportation of food products for human or animal consumption, as applicable, as well as for

other perishables, and will comply with all applicable laws and regulations, including

maintenance of permits and record keeping requirements. CARRIER warrants that the CARRIER

will inspect or hire a service representative to inspect a vehicle’s refrigeration or heating unit at

least once each month. CARRIER warrants that they shall maintain a record of each inspection of refrigeration or heating unit and retain the records of the inspection for a least one year. Copies of these records must be provided upon request to the carrier’s insurance company and Broker. Each unit will maintain temperature data loggers in good working condition and provide the temperature readings upon request.

(g) CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or eating

unit and assume full liability for claims and expenses incurred by the Broker or the shipper for

failure to do so.

( h ) CARRIER will maintain effective driver screening, training, qualification and monitoring

procedures and will provide Broker with information about these procedures upon request.

(i) CARRIER will cause its drivers and other CARRIER Representatives to operate their

vehicles and equipment in a proper and lawful manner and to maintain equipment used to

provide the Transportation Services in good, safe, sanitary, disinfected and lawful operating

condition at all times. CARRIER will use equipment that has been cleaned and sanitized in

accordance with reasonable efforts not to supply equipment for Transportation Services that has

been previously used to transport other product. The CARRIER must provide their cargo insurer

with all records that relate to a loss and permit copies and abstracts to be made from them upon request. Broker’s customer is a third- party beneficiary of this Agreement. The following rules shall apply:

(a) Destination market value for lost or damaged cargo, no special or consequential

damages unless by special agreement;

(b) Claims will be filed with CARRIER by Broker or Shipper.

(j) CARRIER will inspect all empty equipment before loading to determine whether it is in

apparent good condition (i.e., it appears to be sound, roadworthy, clean, odor-free, dry, leakproof and free of contamination or infestation) to protect the cargo being transported, will reject any equipment that is not in apparent good condition, clean and disinfected and will immediately (no later than 60 minutes) inform Broker of its rejection. acknowledges that if CARRIER fails to inspect the equipment when it has the opportunity to do so, CARRIER assumes liability related to such failure, for damage or loss to product cargo transported in such equipment.

(k) CARRIER will maintain compliance with California TRU Regulation under California

Code of Regulations Title 13, Division 3, Chapter 9, Article 8, Section 2477, as applicable.

10. USE OF BROKER’S TRAILER BY CARRIER In the event that CARRIER utilizes a trailer owned by or leased to BROKER or its Customer, or otherwise provided to CARRIER by BROKER or its Customer (“Trailer(s)”) for the performance of the Services contemplated hereunder, CARRIER shall be liable for any damage to Trailers, destruction of Trailers, theft from Trailers, theft of any contents of Trailers, and for any claims for bodily injury (including death) or property damage caused by any Trailer(s) regardless of whether such damage, injury, destruction, or theft is caused or occurs while the Trailer is attached or unattached to any power unit operated by CARRIER, except to the extent such damage, destruction, or theft is caused by the negligence, recklessness, or willful misconduct of BROKER or the Customer. The initial burden of proving such damage, injury, destruction, or theft was the result of the negligence, recklessness, or willful misconduct of BROKER or the Customer in any proceeding brought pursuant to this Agreement shall rest on CARRIER. In the event that applicable state law does not allow waiver of liability to the extent contained in this provision, the Parties expressly agree that BROKER’s and Customer’s liability will be waived to the fullest extent allowed by applicable state law.

11. INDEMNITY

CARRIER shall defend, indemnify, and hold BROKER and the Customer harmless from and against all loss, liability, damage, claim, fine, cost or expense, including reasonable attorney’s fees, arising out of or in any way related to the performance or breach of this Agreement by CARRIER, its employees or independent contractors working for CARRIER (collectively, the “Claims”), including, but not limited to, Claims for or related to personal injury (including death), property damage and CARRIER’s possession, use, maintenance, custody or operation of the Equipment; provided, however, that CARRIER’s indemnification and hold harmless obligations under this paragraph will not apply to the prorated extent that any Claim is attributable to the negligence or other wrongful conduct of BROKER or the Customer.

CARRIER’s liability for cargo loss or damage under this provision is limited to the liability and

amounts set forth in Paragraph 8. CARRIER hereby waives any and all protections under applicable law, including those related to the exclusive workers’ compensation remedy, as necessary to effectuate the terms of this provision.

12. HAZARDOUS MATERIALS AND DANGEROUS GOODS

With respect to the transportation of hazardous materials, dangerous goods or waste requiring

vehicle placarding under 49 C.F.R. Part 171, the following additional provisions shall apply for all

such shipments:

(a) CARRIER represents and warrants that it has obtained all necessary permits and registrations to transport hazardous materials or waste in extra-provincial, interstate and/or intrastate commerce. Upon request, CARRIER shall provide BROKER with a copy of all such permits and registrations. Additionally, CARRIER agrees to notify BROKER immediately upon any revocation or suspension of CARRIER’s hazardous material and/or dangerous goods permits or registrations. Any CARRIER hauling, pursuant to this Agreement, hazardous substances or hazardous materials of a type or amount requiring maintenance of public liability insurance in the amount of $5,000,000 (U.S. Dollars), as defined at 49 C.F.R. § 387.9 or 49 C.F.R. § 387.303, must maintain a “Satisfactory” rating from the DOT.

(b) CARRIER represents and warrants that all drivers used to transport hazardous material and

dangerous goods shipments have undergone the necessary training requirements imposed by

applicable laws, including, but not limited to, the training requirements under 49 C.F.R. Part

177.

(c) CARRIER further warrants and certifies that all drivers used to transport hazardous material

and dangerous goods have the proper endorsements on their Commercial Driver’s License to legally transport such shipments, and that all such drivers meet any applicable requirements imposed by the Transportation Security Administration, or any other governmental agency, with respect to background checks. CARRIER further agrees to comply with all applicable federal, state, provincial, and local laws regarding the transportation of hazardous material, including, but not limited to, the requirements specified under 49 C.F.R. Part 171, 49 C.F.R. Part 397, and the Transportation of Dangerous Goods Regulations.

13. CONFIDENTIALITY AND NON-SOLICITATION

Unless otherwise set forth in Appendix A, neither party may disclose the terms of this Agreement to a third party without the written consent of the other party except (1) as required by law or

regulation; (2) disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate

rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential. CARRIER will not accept traffic, either directly or

indirectly, from any shipper, consignor, consignee or customer of BROKER where: (1) the

availability of such traffic first became known to CARRIER as a result of BROKER’s efforts; or (2)

the traffic of the shipper, consignor, consignee or customer of BROKER was first tendered to

CARRIER by BROKER. If CARRIER breaches this Agreement and moves shipments obtained

from such parties during the term of this Agreement or for twelve (12) months thereafter without

utilizing the services of BROKER, CARRIER shall be obligated to pay BROKER, for a period of

fifteen (15) months thereafter, commissions in the amount of thirty-five percent (35%) of the

transportation revenue resulting from traffic transported in violation of this provision, and

CARRIER shall provide BROKER with all documentation requested by BROKER to verify such

transportation revenue. CARRIER shall not utilize BROKER’s or the Customer’s name or identity

in any advertising or promotional communications without written confirmation of BROKER

consent.

14. SUB-CONTRACT PROHIBITION

CARRIER specifically agrees that all freight tendered to it by BROKER shall be transported on

equipment operated only under the authority of CARRIER, and that CARRIER shall not in any

manner sub-contract, broker, or in any other form arrange for the freight to be transported by a

third party without the prior written consent of BROKER. In the event that CARRIER breaches

this provision, CARRIER shall remain directly liable to BROKER as if CARRIER transported such

freight under its own authority in accordance with this provision, and shall further hold harmless

and indemnify BROKER from any and all loss, liability, damage, claim, fine, cost or expense,

including reasonable attorney’s fees, arising out of or in any way related to the use of any

subcontractor in violation of this provision regardless of whether arising from the conduct or

omissions of CARRIER, the subcontractor, or any other third party.

15. BROKERS RECORDS

To the extent allowable under Applicable Law, CARRIER hereby waives its right to obtain copies

of BROKER’s records as provided for under 49 C.F.R. Part 371. Notwithstanding the foregoing,

to the extent that CARRIER obtains records set forth in 49 C.F.R. § 371.3 by any means

whatsoever, CARRIER agrees to refrain from utilizing such records in negotiating for the

provision of services with any third party, including existing customers of BROKER. CARRIER

further agrees and understands that all such records comprise BROKER’s confidential

information and trade-secrets. Nothing in this section is intended to relieve CARRIER of any

other obligations imposed upon it by this Agreement, or to limit any rights of BROKER to enforce

such obligations.

16. ASSIGNMENT/ MODIFATION/ BENEFIT OF AGREEMENT

This Agreement may not be assigned or transferred in whole or in part by CARRIER absent the

prior written consent of BROKER, and supersedes all other agreements and all tariffs, rates,

classifications and schedules published, filed or otherwise maintained by CARRIER. This

Agreement shall be binding upon and inure to the benefit of the parties hereto.

17. SEVERABILITY

In the event that the operation of any portion of this Agreement results in aviolation of any law, theparties agree that such portion shall be severable and that the remaining provisions of this

Agreement shall continue in full force and effect.

18. WAIVER

CARRIER and BROKER expressly waive any and all rights and remedies allowedunder 49 U.S.C. §

14101 to the extent that such rights and remedies conflict with this Agreement. Failure of

BROKER to insist upon CARRIER’s performance under this Agreement or to exercise any right or

privilege arising hereunder shall not be a waiver of any BROKER’s rights or privileges herein.

19. DISPUTE RESOLUTION

This Agreement shall be deemed to have been drawn in accordance with the statutes and laws of the state of West Virginia. In the event of any disagreement or dispute, the laws of West Virginia shall apply. All such disagreements or disputes shall be submitted to the court of proper jurisdiction in the state of West Virginia and the PARTIES hereby agree to the exclusive jurisdiction of the courts located in the state of West Virginia. Notwithstanding the foregoing, the PARTIES may mutually agree in writing to submit any such disagreement or dispute to binding arbitration.

20. COMPLETE AGREEMENT

This Agreement constitutes the entire agreement of the Partieswith reference to the subject matters herein, and may not be changed, waived, or modified except in writing signed by both Parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their

respective names by their duly authorized representatives as of the date this electronic Carrier-Broker Agreement was submitted

BROKER : StarKing Transportation

MC 1350873

DOT 3777319

386-888-0801

PO Box 5187

Princeton, WV 24740