B.E. LOGISTICS INC.

(a division of Blade Express, Inc.)

TERMS AND CONDITIONS

[Restated and Effective April, 2004]

1. In tendering any shipment to B.E. Logistics, Inc. (hereafter “B.E.” or Carrier”), the Shipper agrees to these Terms and Conditions, which shall become part of any contract of carriage between Carrier and Shipper, which no agent or employee of the parties may alter or amend.

2. This Bill of Lading contract has been prepared by Shipper and is NON-NEGOTIABLE. Shipper certifies and represents to Carrier, that the information set forth on the face of the Bill of Lading to which these Terms and Conditions apply, is complete and accurate. For the purpose of this contract, the term “Shipper” shall mean the party from whom the shipment is received by Carrier, the party who requested the shipment be transported, any party having an interest in the shipment, and any party who acts as an agent for any of the above.

3. It is agreed by the parties that any shipment transported by Carrier for Shipper, more specifically any shipment described on the face of the Bill of Lading to which these Terms and Conditions apply, shall be governed by these rules and regulations (“Terms and Conditions”) electronically published at www.airbill.com/beterms, as periodically amended, which rules and regulations are hereby incorporated into the contract of the parties by this reference. A copy of the Terms and Conditions may or may not be physically attached to a copy the Bill of Lading. In the event of any conflict between the Terms and Conditions attached to the Bill of Lading and those electronically published as above described, the electronically published Terms and Conditions as of 12:01a.m. (Pacific Time) on the date the shipment is initially tendered to Carrier, shall control.

4. Carrier shall not be liable for loss, damage, or delay caused by acts of God, public authorities acting with actual or apparent authority, strikes, labor disputes, weather, mechanical failures, aircraft failures, civil disturbances, acts or omissions of custom or quarantine officials, the nature of the shipment or any defects thereof, public enemies, hazards incident to a state of war, acts of terrorism, and by acts, defaults or omissions of the shipper or Consignee for failure to observe these Terms and Conditions, including but not limited to improper packaging, marking, Bill of Lading information, and the rules relating to shipments not acceptable for transportation or shipments acceptable only under certain conditions as outlined herein.

5. In no event shall Carrier be liable for any special, incidental, or consequential damages, including but not limited to loss of profits, income, interest, product utility, loss of market or other similar damages. This limitation of liability shall exist regardless of whether Carrier may have had knowledge that such damages might arise.

6. Liability for any shipment tendered to Carrier wherein the goods are lost, damaged, misdelivered, or otherwise adversely affected, is strictly limited to $.50 per pound, $50.00, or the actual value of each piece, which ever is less, unless a higher value has been declared on the face of the Bill of Lading to which these Terms and Conditions apply and all applicable charges have been paid in full; provided, however, that as to any shipment to which the Warsaw Convention (as amended) applies, the liability of carrier is limited to the lowest sum permitted by the treaty, unless a higher value has been declared and applicable charges paid thereon.

7. Any and all electronic equipment tendered to Carrier which is not in factory-sealed manufacturers' packaging or which is not banded, taped or otherwise sealed so as to make any entry by any person into the packaging easily evident by visual inspection will be shipped only at the released rate described above, regardless of whether Carrier accepts the same for transportation and regardless of whether Shipper has declared a higher value on the face of the Bill of Lading.

8. Shipper warrants that each package in the shipment is properly described on the Bill of Lading, properly marked and addressed, adequately packaged to protect the enclosed goods given ordinary care in transportation and handling, and except as specifically noted on the face of the Bill of Lading, is in good order and condition. A shipment delivered in exchange for a clear delivery receipt shall be prima facie evidence that the same was properly handled and that there was no damage to the shipment.

9. Unless otherwise expressly provided herein, the following articles will not be accepted for carriage: glass display materials; any shipment prohibited by law, original works of art, antiques, bonds, coins of any kind, currency, furs, fur clothing, gems or stones (cut or uncut), industrial diamonds, gold or silver coined concentrates, jewelry (other than costume jewelry), money, pearls, precious metals, securities (negotiable), time sensitive written material (e.g., bids, contract proposals, etc., when the declared value exceeds $0.50 per pound), household goods and/or personal effects when the total declared value of the shipment exceeds $500.00 or when the declared value exceeds$0.50 per pound, per piece; restricted or hazardous materials; or such other articles as specified in these Terms and Conditions.

10. The liability of the carrier set forth herein shall be released to the rate set forth above, except to the extent that an excess value has been declared on the face of the Bill of Lading and the appropriate service fee has been paid in full, as noted above; provided, however, that in no event shall the excess value exceed the lesser of an amount equivalent to $25.00 per pound (based on actual weight), the purchase price paid by the consignee (where the property involved has been sold to the consignee), the actual cost of each piece, the replacement cost of the property at the time and place of loss or damage, or the cost of repair of the damaged property, to a maximum of $100,000 absent separate written approval of Carrier which approval must be by a document separate from the bill of lading or other shipping document. Should an excess value be designated in an amount greater than the equivalent of $25.00 per pound or a maximum of $100,000, the shipment will not be accepted absent that separate written approval of Carrier, such shipment to be subject to the terms and conditions herein and of the separate written approval. However, if a shipment with a declared excess value greater than the equivalent of $25.00 per pound or $100,000 is inadvertently accepted without prior separate written approval of Carrier, it will be considered as being released to a value of $5.00 per pound and the shipment will be subject to such limitation of liability. The service fee for each declared value shipment shall be as follows: $0.50 per $100 of value declared. In any event, any claim on any shipment having a value in excess of $100,000 shall be subject to a deductible equal to ten (10) percent of the declared value, prior to any contribution by Carrier or its insurer. Under no circumstances shall any request for COD service or the selection of any amount in connection with COD service serve as a declaration of value for with respect to Carrier's liability. NOTE: Unless each piece of a multi-piece shipment has a declared value separately stated on the Bill of Lading at the time of shipment, subject to the above limitations, Carrier will be liable only for the average declared value of the total shipment multiplied by the package weight of the piece(s)adversely affected, or the actual loss, whichever is less. The average declared value shall be determined by dividing the total declared value of the shipment by the total number of boxes or parts of the multi-piece shipment.

11. Anything to the contrary in these Terms and Conditions notwithstanding, in no event shall Carrier be liable for losses at any one time at any one place in an aggregate amount in excess of $250,000 for all claims.

12. Consignee shall accept delivery of each shipment transported by Carrier in the same packaging, unit(s), or other configuration as tendered to Carrier at origin.

13. At time of delivery, the consignee must note on the Bill of Lading any exception or discrepancy in the shipment (e.g., any shortage in the shipment, damage to the shipment, packaging or containers or possible damage to the shipment or any of its parts); otherwise any claim for exception or discrepancy with respect to the shipment shall be waived and no claim may thereafter be filed with respect to the same. Shipper notations such as “subject to inspection” and “subject to recount” are not proper and shall not be construed as an exception to proper delivery by the Carrier. The Consignee may not inspect the contents of the shipping containers or packages until the Consignee signs for the shipment on the delivery receipt.

14. If a value is declared on the Bill of Lading at time of shipment and excess valuation charges are paid thereon, and the contract does not otherwise bar a declaration of excess value with respect to the shipment in question, coverage is subject to the American Institute Cargo Clauses (September 1, 1965) 32B-10 per policy terms and conditions, provided, however, that clause No. 3 is amended to read as follows: “Against all risk of physical loss or damage to the subject matter insured from any external clause” Including War Risks subject to the American Institute War Risks Insurance Form 87b-110 February 5, 1981 but average payable irrespective of percentage, the limitation in Clause 4 therein prevailing not withstanding any provision whether written, typed in the policy inconsistent therewith. Subject to Institute Marine Policy General Provisions (Cargo) CL 269 dated 1,10,82 but with English Law and Practice Clause deleted.

15. Shipper and Consignee shall hold Carrier and its agents harmless for loss/damage/delay which is a result of auxiliary services including but not limited to local cartage, crating, uncrating, packing, and unpacking which are requested by the Shipper or Consignee and arranged by Carrier as a customer service unless such services are actually performed by Carrier or its agents. Such limitation of liability shall extend to the selection by Carrier of the providers of the auxiliary services. Auxiliary services are those which are performed prior or subsequent to transportation and which may be billed directly by the provider of the service or by Carrier. Providers of auxiliary services are contractors for the Shipper or Consignee and are not agents for Carrier Note: Under no circumstances will the liability of Carrier for loss/damage delay which is a result of any auxiliary services performed by Carrier or its agents be greater than the liability otherwise existing under these Terms and Conditions.

16. All claims for loss, damage, misdelivery, or other damage to a shipment, or any part thereof, must be filed in writing with and received by Carrier within 180 days after Carrier accepts the shipment for transportation, provided, however, that any claim for concealed loss or damage to a shipment (i.e. claims for loss or damage discovered by the Consignee after delivery and after a clear receipt has been given) must be filed in writing with and received by Carrier within 14 days after delivery of the shipment; otherwise any claim for loss, damage, misdelivery or other damage to a shipment, or any part thereof, shall be waived and no claim may thereafter be filed with respect to the same. In the event that a claim is timely made, Carrier must be allowed the privilege to make inspection of the shipment and its container(s) and packaging material(s) at the delivery location shown on this Bill of Lading or any claim for damage to the shipment shall be forever waived. Additionally, no claim may be made, and none will be entertained, unless and until any and all transportation charges for services provided by Carrier shall have been paid in full. Finally, any legal action by any party for loss, damage, misdelivery, or other damage to a shipment, or any part thereof, before any court or agency, must be commenced , if at all, within one year of the date that any claim is denied by Carrier.

17. With respect to COD (Collect-on-Delivery) service, the sole responsibility of Carrier is to secure an appropriate financial instrument requested by Shipper and to exercise due care in forwarding it to Shipper. Absent written direction by Shipper, COD amounts may be paid to Carrier in cash, cashier’s check or by company check made payable to Carrier or Shipper. Carrier is not a guarantor of the validity of any financial instrument. The responsibility of Carrier for COD service, shall be satisfied when a financial instrument is deposited in the United States Mail or tendered for delivery to a generally accepted, expedited delivery service, properly addressed to the party entitled to receive such instrument, or when the above described financial instrument is received, by alternative means, specified by Shipper. Unless prior arrangements are made, neither Carrier nor its agent shall accept payment of freight charges and/or COD in cash in amounts in excess of $500.00. The fee for COD service shall be $25.00 flat fee per Bill of Lading unless otherwise stated. For North Carolina and South Carolina, a COD charge of 1% of the COD amount will apply up to a maximum of $110. For Alabama, 1% of the COD amount will apply. A 2% COD fee will apply for Portland (OR), Binghamton (NY), Manchester (NH), Burlington (VT), Lebanon (NH), Kentucky, and Tennesee (except for Knoxvill, TN which is a flat $25.00).

18. Carrier shall have the absolute right to (i) substitute alternate carriers or other means of transportation, and (ii) select the routing or deviate from that may be shown on the face of the Bill of Lading, and to (iii) breakdown pallets or other units of a multi-piece shipment as may be necessary, in Carrier’s discretion, to facilitate transit.

19. Carrier shall have the absolute right to inspect the shipment at tender or at any time during the transportation thereof. Notwithstanding this right, Carrier shall not be obligated to perform any such inspection.

20. Rates and charges for the shipment will be based on actual or dimensional weight, whichever is greater. Formula L x W x H = X divide by 194 = Dimensional Weight. Please note that any service(s) added to the original shipment after departure or requested after this invoice has been processed may carry additional charges which will result in revision of the original invoice. All charges on an updated invoice reflecting additional charges will override an original invoice. For a standard list of accessorial charges including liftgate deliveries, residential deliveries, COD fees, convention services, waiting time, etc., please see www.airbill.com/beaccessorials, or contact B.E.LOGISTICS for an updated service tariff.

21. Shipper and the Consignee shall be liable jointly and severally for all unpaid charges payable on account of this shipment pursuant to this contract and to pay or indemnify Carrier for all claims, fines, penalties, damages, costs (storage, handling reconsignment, return of freight to Shipper, etc.) or other sums which may be incurred by Carrier by reason of any violation of these Terms and Conditions or any other default of the Shipper or Consignee or their agents. Carrier shall have a lien on the shipment described on the face of the Bill of Lading for all sums due Carrier, and in the event of non-payment, shall hold this shipment subject to all sums due and the cost of storage and appropriate security.

22. In the event of the failure or inability of the Consignee to take delivery of the shipment, Carrier will notify Shipper in writing at the address shown on this bill of lading and request disposition instructions. If the Shipper fails to provide disposition instructions within 30 days after the date of Carrier’s notice, Carrier will return the shipment to the Shipper at the Shipper’s expense. If the Shipper fails to accept delivery of a shipment thus returned, Carrier may upon 30 days written notice to the Shipper, dispose of the shipment at public or private sale and pay out of the proceeds to satisfy the transportation charges owing on the shipment. Any sums collected by Carrier in excess of such transportation charges will be paid to the Shipper. No sale or disposal pursuant to this rule will discharge any liability or lien to any greater extent than the proceeds thereof. The Shipper and the Consignee shall remain liable, jointly and severally, for deficiency.

23. If Shipper fails to pay billed charges for any transportation services provided by Carrier, whether applicable to a particular shipment or otherwise, a lien will result on future shipments, including the cost of storage and any subsequent shipment held pursuant to this Notice in accordance with California Civil Code Section 3051.5 and, where applicable, California Commercial Code Section 7209, or any successor statues.

24. All invoices not paid in full within 30 days of invoice date will be subject to a charge of 1 1/2% per month of total invoice balance.

25. In the event legal action to enforce or interpret the terms of these Terms and Conditions by the Shipper, Consignee, Carrier or any party with an interest in this shipment, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs, including expert witness fees, in connection with such action.

26. The parties acknowledge that these Terms and Conditions and the resultant contract are a contract entered into in Los Angeles County, California and all questions of the validity, interpretations, or performance of any of its terms of any rights or obligations of the parties to this contract shall be governed by the laws of the State of California.

27. Carrier is not liable for consequences or damages or adverse effect arising as a result of any change in delivery, COD, routing, or any other condition reflected on the face of the Bill of Lading or in these rules, which may be made by Shipper after shipment is in transit.

*For North Carolina and South Carolina, a COD charge of 1% of the COD amount will apply up to a maximum of $110.00. For Alabama, 3% of the COD amount will apply. For Tennessee (except Knoxville, which is a $25.00 flat rate) areas surrounding Portland (ME) Binghamton (NY), Manchester (NH), Burlington (VT), Lebanon (NH), and Kentucky, a 2% COD amount will apply. Areas of Arkansas, 3% of the COD will apply. B.E. Logistics reserves the right to invoice the Shipper excess handling charges where costs of COD collection exceed 1% of the value of the COD.

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