BROKER-SHIPPER AGREEMENT

THIS BROKERAGE AGREEMENT (“Agreement”), is entered into this _____ day of _________
by and between Hixson Lumber Company, LLC, hereinafter called the "SHIPPER" and
________________________ hereinafter called the "BROKER".
I.
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 in Arkansas, Texas, Louisiana, Illinois, Mississippi, Missouri,
Tennessee interstate, or foreign commerce;

WHEREAS, SHIPPER desires to utilize the services of BROKER to arrange for the
transportation of goods from and to mills, plants, and customers on behalf of SHIPPER as set
forth herein;

THEREFORE, in consideration of the premises and mutual agreements herein contained

the SHIPPER and BROKER agree as follows:

II.

A. TERM. This agreement is between the parties hereto and shall remain in force
from______________and through________________.

B. AUTOMATIC RENEWAL. This agreement shall remain in force for the period shown herein
under the section titled TERM and shall thereafter be extended automatically for additional one
year periods unless either party gives thirty (30) days written notice of termination to the other
party.

C. BROKER’S COMPLIANCE WITH LAW. BROKER represents and warrants that it is legally
qualified to operate as a PROPERTY BROKER and to provide the services encompassed by this
Agreement. BROKER agrees to comply fully with all federal, state, and local laws regarding
the provision of brokerage services in connection with this Agreement. SHIPPER and BROKER
understand and agree that BROKER functions as an independent entity in selling,
negotiating, providing, and arranging for transportation for compensation. It is understood
and
agreed that BROKER does not function as a carrier, and the actual transportation of
shipments shall be performed by third-party motor carriers (“Carrier”).

D. CHARGES AND PAYMENTS. With respect to any shipment tendered by SHIPPER to BROKER
under this Agreement:
 (1) BROKER will charge and SHIPPER will pay the rates applicable for
transportation under this Agreement as set forth in the Rate Confirmation Addendum.
(2) BROKER shall invoice SHIPPER for its services in accordance with the rates and
charges as agreed to in writing by both the SHIPPER and BROKER prior to the movement
of the shipment.
(3) SHIPPER agrees to pay BROKER within thirty (30) days of receiving the invoice unless
the invoice is disputed, in which case SHIPPER will notify BROKER in writing of the
dispute within thirty (30) days of receiving the invoice. BROKER shall be solely
responsible for making payments of freight and other accessorial charges to CARRIER
utilized by BROKER under this Agreement.

E. CARRIERS. BROKER shall require written contracts with each CARRIER it utilizes in
performance of this Agreement. Such contracts shall include the following provisions:
(1) CARRIER is duly and legally licensed to provide transportation services as
required under this Agreement;
(2) CARRIER represents and warrants to that (i) CARRIER, its employees,
Subcontractors (as defined below), and agents, shall at all times conform to all
requirements of applicable federal, state, and local laws, ordinances, and
regulations in the performance of all obligations and services hereunder,
including without limitation, all applicable regulations of the U.S. Department of
Transportation, the Surface Transportation Board, and any other agency of Federal,
State and/or local governments having jurisdiction of CARRIER, its operations or
activities and (ii) CARRIER, its employees, Subcontractors, and agents, have
obtained and shall maintain all licenses, permits, and other authorizations
necessary or appropriate to perform the Services under this Agreement.
(3) CARRIER agrees that all equipment used in transportation services will comply with
applicable state and federal transportation guidelines and regulations and that
equipment will be in good condition to insure safe transport of SHIPPER’s goods.
CARRIER agrees to use load securing devices.
(4) CARRIER is solely responsible for securing the load, covering the load, and
delivering the load. In addition to all rights and obligations set forth in the indemnity
paragraph, CARRIER shall be solely responsible for any claims,
losses, damages, or expense, including attorney's fees arising during shipment or transit.
(5) CARRIER shall assume all costs of operation of its vehicles. CARRIER at its Sole
expense and control, shall employ for its services hereunder only competent, able, and
legally licensed personnel.
(6) It is understood and agreed that BROKER has the exclusive right to handle all
billing of freight charges to the SHIPPER and/or Customer for the transportation services
provided; therefore CARRIER shall agree to refrain from any and all collection efforts
against SHIPPER or Customer.
 (7) CARRIER shall obtain an original receipt showing the kind and quantity of goods
delivered to the consignee of each shipment at the destination. CARRIER will deliver
the signed receipt to SHIPPER as soon as possible upon delivery.
(8) CARRIER shall be liable for loss of damage to any goods transported under this
Agreement. CARRIER hereby assumes the liability of a motor common carrier as
provided in Section 11707 of Title 49 U.S.C. in effect on the date of this Agreement.
In the event of any loss, CARRIER shall pay to SHIPPER the price charged by
SHIPPER to its customers for goods lost, damaged, or destroyed. The provisions of this
Section shall survive the cancellation, termination, or expiration of this Agreement.
(9) CARRIER, at its own cost and expense, shall maintain at all times during any
period in which it provides transportation services as required under this
Agreement insurance coverage as set forth in the attached Insurance Addendum as to
Carrier.
(10) CARRIER shall agree to provide written certificate of insurance establishing that
insurance as required under this Agreement has been procured and maintained.
(11) CARRIER shall agree to indemnify Broker and its subsidiaries, division, and
affiliates (and its and their shareholders, directors, officers, employees, and agents) for
all liabilities, fines, penalties, loss, and expense (including reasonable defense costs and
attorney’s fees) resulting from injury to or death of any person and for loss or damage to
any person and for loss or damage to any property incurred by any person, including
Broker or a third party, to extent caused by the negligence or willful acts or omissions of
CARRIER or CARRIER’S agents, employees, subcontractors, or assigns in the
performance of transportation services under this Agreement.
(12) It is understood and agreed that CARRIER shall have no lien, security interest, or
charge on any shipment transported under the Agreement.
(13) It is understood and agreed that CARRIER will perform services pursuant to a
contract, and any terms in a tariff that are referenced in the carrier contract but are
inconsistent with this Agreement shall be subordinate to the terms of this Agreement.
(14) CARRIER shall expressly waive all rights and remedies under 49 U.S.C. Subtitle IV
Part B to the extent they conflict with the carrier contract and/or this Agreement.

F. INDEMNIFICATION. BROKER SHALL INDEMNIFY AND DEFEND SHIPPER AND ITS

SUBSIDIARIES, DIVISION,AND AFFILIATES (AND ITS AND THEIR SHAREHOLDERS,
DIRECTORS, OFFICERS,EMPLOYEES, AND AGENTS)FROM ANY AND ALL LIABILITY,
CLAIMS, LOSS, COSTS, FINES,PENALTIES, AND EXPENSE (INCLUDING REASONABLE
DEFENSE COSTS AND ATTORNEY’S FEES) ON DAMAGES OF ANY KIND, INCLUDING BUT
NOT LIMITED TO PERSONAL INJURY, DEATH, AND PROPERTY DAMAGE, TO ANY PERSON,
INCLUDING SHIPPER OR A THIRD PARTY, ARISING OUT OF BROKER’S SERVICES
PROVIDED UNDER THIS AGREEMENT TO THE EXTENT CAUSED BY THE NEGLIGENT
OR WILLFUL ACTS OR OMISSIONS OF BROKER OR BROKER’S AGENTS, EMPLOYEES,
SUBCONTRACTORS, OR ASSIGNS.
G. INDEPENDENT CONTRACTOR. BROKER represents and warrants that BROKER is an
independent contractor under this Agreement. BROKER further represents and warrants that all its
employees are under the BROKER’S exclusive direction and control, and that this
Agreement does not create any joint venture, agency, or partnership relationship between
BROKER and SHIPPER.

H. INSURANCE and SURETY. BROKER shall comply with all insurance and bonding
requirements imposed by law, including its obligation to maintain a surety bond to benefit
the SHIPPER. Further, BROKER, at its own cost and expense, shall maintain at all times during
any period in which it provides services in connection with this Agreement insurance coverage as
set forth in the attached Insurance Addendum as to Broker.

I. EXCLUSIVITY. SHIPPER and BROKER acknowledge that this Agreement confers no

exclusive right upon either party to the services of the other party. Neither party shall be
precluded by this Agreement from entering into the same or similar agreements with other
parties.

J. ASSIGNMENT. The rights and obligations in this Agreement are personal to each party
to the Agreement, and shall not be assigned or otherwise transferred by either party, in
whole or in part, without the written consent of the other party. Direct/Successive (bought/sold)
ownership of a company does not constitute assignment.

K. DEFAULT. In the event either party to this Agreement shall default in the performance of any of
its obligations specified herein, the non-defaulting party shall notify the other party in writing, and if
such default is not remedied with reasonable promptness or in any event within thirty (30) days
after receipt, then the non-defaulting party shall have the right to terminate this Agreement
immediately upon written notice. Termination under this provision, or under any other
provision of this Agreement, shall not relieve or release either party from any liability which
accrued, or was based on facts occurring, prior to the date of such termination.

L. INSOLVENCY. If a voluntary petition in bankruptcy should be filed by either party hereto

under the United States Bankruptcy Code, or if an involuntary petition under the United States
Bankruptcy Code should be dismissed within thirty (30) days from the filing thereof, or if a receiver
should be appointed for either party of the property of either party, and such receiver has not
been dismissed within thirty (30) days from the date of his appointment, or if either party
should admit in writing its inability to meet its debts as they mature, then in any such
event, the other party hereto shall have the right, at its option, to cancel and terminate
this Agreement by mailing written notice of intention to do so to the other party, and such
cancellation and termination to be effective as of the date of such mailing.
M. CONFIDENTIALITY. Except as required by law, the terms and conditions of this
Agreement and information pertaining to any shipment hereunder shall not be disclosed by
either party to persons other than its directors, officers, employees, agents,
attorneys, accountants and auditors. The provisions of this paragraph shall survive the
cancellation, termination or expiration of this Agreement.

N. SHIPPER TRADEMARKS & LOGOS. Notwithstanding any other provisions of this Agreement,
BROKER shall have no right to use SHIPPER’s trademarks, logos, or trade names, or to refer to
this Agreement or the services performed hereunder, directly or indirectly, in connection with
any product, service, promotion or publication without the prior written approval of SHIPPER.

O. SEVERABILITY. If any part, term or provision of this Agreement is declared unlawful or

unenforceable, by judicial determination or performance, the remainder of this Agreement
shall remain in full force and affect.

P. NONWAIVER. Failure of either party, in any or more than one instance, to insist upon the
performance of any of their terms, covenants, or conditions of this Agreement or to exercise any
right or privileges, shall not be construed as thereafter waiving any such terms, covenants,
conditions, rights, or privileges, but the same shall continue and remain in full force and effect the
same as if no such forbearance or waiver had occurred.

Q. CARGO LOSS, DAMAGE, OR SHORTAGE. In the event of any cargo loss, damage, delay, or
shortage, BROKER agrees to assist with the filing of claims with the CARRIER. SHIPPER
agrees to notify BROKER promptly after becoming aware of any such claims.

R. SHIPPING DOCUMENTS. Unless otherwise agreed in writing, all shipments tendered shall be
accepted on a bill of lading, which will act as a receipt only. Upon request by SHIPPER,
BROKER agrees to provide proof of acceptance and delivery in the form of a signed bill of lading,
which includes identification of the products deliver, the condition of the shipment, and the
date and time such delivery was made.

S. NOTIFICATION OF ACCIDENTS OR DELAYS. BROKER agrees to promptly notify SHIPPER

of any accident or other event of which BROKER becomes aware during any transportation under
this Agreement that prevents CARRIER from making a timely or safe delivery.

T. FORCE MAJEURE. In the event performance by either party is affected by any cause beyond
the party’s reasonable control, including fire, flood, other natural disaster, war, embargo, riot, or
the intervention of any government authority, and provided that the cause is not attributable
to the acts or omissions of the party and the party is taking reasonable measures to remove
of mitigate the effects of such cause, then the performance of all obligations required
herein shall be suspended during the continuance of the interruption and the party shall provide
prompt notification of the interruption.

U. AMENDMENT. This Agreement, including all attachments and addendums attached hereto,
sets forth all of the promises, covenants, agreements, conditions and undertakings between
the parties hereto with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements or conditions, express
or implied, oral or written, except as contained herein. This Agreement may not be
amended except in writing signed by both parties. This provision is to be read in contemplation with
any
attached exhibits and addendums, including, but not limited to, the attached
Insurance Addendum and Rate Confirmation Addendum.

V. ARBITRATION. ANY AND ALL DISPUTES, CONTROVERSIES, CLAIMS, OR DEMANDS

ARISING OUT OF OR RELATING TO (1) THIS AGREEMENT OR (2) ANY SERVICES
PERFORMED IN CONTEMPLATION OF THIS AGREEMENT (WHETHER IN CONTRACT,
TORT, AT LAW, OR EQUITY) FOR DAMAGES ORANY OTHER RELIEF SHALL BE
RESOLVED BY BINDING ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION
ACT IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES, IN EFFECT WITH
THE AMERICAN ARBITRATION ASSOCIATION.

ANY ARBITRATION PROCEEDING SHALL BE CONDUCTED IN DALLAS COUNTY, TEXAS.

THIS ARBITRATION PROVISION SHALL BE ENFORCEABLE IN EITHER FEDERAL OR
STATE COURT IN DALLAS COUNTY, TEXAS, PURSUANT TO THE LAW
ESTABLISHED BY THE FEDERAL ARBITRATION ACT.

BOTH PARTIES AGREE TO BE BOUND BY THIS PROVISION AND ANY RESULTS OF

ARBITRATION. ANY PARTY TO ANY REWARD RENDERED IN SUCH ARBITRATION
PROCEEDING MAY SEEK A JUDGMENT UPON THE AWARD AND THE JUDGMENT MAY
BE ENTERED BY ANY FEDERAL OR STATE COURT THAT HAS JURISDICTION IN DALLAS
COUNTY, TEXAS.

BOTH PARTIES UNDERSTAND THAT THEY HAVE THE RIGHT TO CONSULT

INDEPENDENT COUNSEL REGARDING THIS, OR ANY PROVISION IN THIS AGREEMENT.

BOTH PARTIES UNDERSTAND THAT THIS ARBITRATION PROVISION WAIVES THEIR

RIGHT TO A JURY TRIAL IN ANY AND ALL DISPUTES BETWEEN THE PARTIES.

Each person executing this Agreement on behalf of his respective company represents
and warrants that he personally has authority to sign on behalf of his company. This
Agreement constitutes the entire agreement between the parties. There are no
understandings, agreements or representations, expressed or implied, not specified in this
Agreement.
IN WITNESS WHEREOF, this Agreement has been signed by the
authorized representatives of SHIPPER and BROKER:

BROKER:
____________________________

By: ___________________________
Title: _________________________

SHIPPER:
____________________________
By: ___________________________
Title: __________________________

Hixson Lumber Company, LLC,