STANDARD TERMS AND CONDITIONS FOR MERCHANDISE WAREHOUSEMEN

1. SERVICES Golden State Logistics  agrees to provide supply chain management services, including; logistic provider services, transportation, warehousing, inventory management, e-commerce and order fulfillment services, for such commodities and merchandise (hereinafter referred to as “Goods”) which are received by Golden State Logistics  from Customer or its agents. Customer hereby appoints Golden State Logistics its agent for the purpose of entering into 3^rd party contracts for the purpose of warehousing or transporting Customer’s Goods in accordance with this Agreement.

2. TERM The term of this Agreement shall continue in full force and effect until termination in writing by either party with a minimum of thirty (30) days notice, if no storage or other services are performed under this Agreement for a period of 180 days, or by other mutual written agreement of the parties. Upon termination of this Agreement, all outstanding invoices for Services rendered shall become immediately due and payable.

3. STORAGE PERIOD AND CHARGES

(a) All charges for storage are per package or other agreed unit per calendar month.

(b) Storage charges become applicable upon the date that Golden State Logistics accepts care, custody and control of the Goods, regardless of unloading date or date of issue of warehouse receipt.

(c) All storage charges are due and payable on the first day of storage for the initial month and thereafter on the first day of the calendar month. A full month’s storage will apply on all goods received during that calendar month.

    (d) Customer and Golden State Logistics agree that Golden State Logistics may adjust the rate schedule with thirty (30) days written notice.

4. GOODS By executing this Agreement, Customer represents and warrants that Customer is lawfully possessed of the Goods and has the authority to subject the Goods to this Agreement. All Goods shall be delivered to Golden State Logistics properly identified, marked and packaged for handling. Customer represents and warrants to Golden State Logistics that there are no known potential health, safety and/or environmental hazards associated with the storage, handling or transporting of such Goods. Customer agrees to indemnify and hold harmless Golden State Logistics  from and against all claims, cost and expenses (including reasonable attorney fees) incurred by Golden State Logistics  as a result of Customer’s breach of these representations. Customer further agrees that, if it fails to meet any of the conditions as provided in this Section 4, Golden State Logistics shall have the right to refuse such goods and shall not be liable or responsible for any loss, injury or damage of any nature to, or related to, such Goods.

If the Goods are Hazardous Materials, then in addition to the indemnification stated above, Customer agrees to indemnify and hold harmless Golden State Logistics  and its landlord as applicable from and against all claims, suits, actions, fines, liabilities, cost and expenses (including reasonable attorney fees) arising out of injury to or death of any person, or damages to or loss or destruction of any property caused by or resulting from a fire, spill or any other release involving such Hazardous Goods including the cost of implementing Golden State Logistics ’ response plan, removal and disposal of damaged Hazardous Goods, debris and contaminated material, and environmental clean-up and restoration. Customer’s Comprehensive General Liability and Environmental Liability insurance shall name Golden State Logistics and its landlord, as applicable, as additional insured. Customer shall provide Golden State Logistics with certificates of insurance evidencing the above insurance in amounts and with deductibles reasonably satisfactory to Golden State Logistics and which certificates shall provide Golden State Logistics with thirty (30) days’ written notice of any material alteration or termination of such insurance coverage. Hazardous Materials are defined as any chemical or regulated substance, whether regulated or identified as such by the Department of Transportation, EPS, OSHA, state or local regulatory agency. Customer agrees that it will not tender and Hazardous Goods to Golden State Logistics  for storage, or handling unless Customer has satisfied any and all federal, state or local requirements, and have provided Golden State Logistics  with documentation evidencing same. In addition, Customer agrees to comply with any and all identification or disclosure requirements of Golden State Logistics.

5. DELIVERY AND RELEASE OF GOODS

(a) Customer agrees not to ship Goods to Golden State Logistics as the named consignee. If, in violation of this agreement, Goods are shipped to Golden State Logistics  as named consignee, Customer agrees to notify carrier in writing prior to such shipment, with copy of such notice to Golden State Logistics , that Golden State Logistics  named as consignee is a warehouseman and has no beneficial title or interest in such property and Customer further agrees to indemnify and hold harmless Golden State Logistics  from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention or charges of any nature, in connection with Goods shipped. Customer further agrees that, if it fails to notify carrier as required by the preceding sentence, Golden State Logistics shall have the right to refuse such Goods and shall not be liable or responsible for any loss, injury or damage of any nature to, or related to, such Goods.

(b) Golden State Logistics may, upon written notice to the Customer and any other person known by Golden State Logistics to claim an interest in the Goods, require the removal of any Goods by the end of the next succeeding storage month. Such notice shall be given to the last known place of business or abode of the person to be notified. If Goods are not removed before the end of the next succeeding storage month, or other period of time agreed upon by the parties, Golden State Logistics may sell them in accordance with applicable law.

(c) If Golden State Logistics in good faith believes that the Goods are about to deteriorate or decline in value to less than the amount of Golden State Logistics’ lien before the end of the next succeeding storage month, Golden State Logistics  may specify in the notification any reasonable shorter time for removal of the Goods and in case the Goods are not removed, may sell them at public sale held one week after a single advertisement or posting as provided by law.

(d) If as a result of a quality condition of the Goods of which Golden State Logistics  had no notice at the time of deposit the Goods are a hazard to other property or to the warehouse or to persons, Golden State Logistics  shall provide notice to Customer as provided herein. If Seller is unable or unwilling to make immediate arrangements to remove the Goods from the warehouse, then Golden State Logistics may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale or return of the Goods, Golden State Logistics may remove the Goods from the warehouse and shall incur no liability by reason of such removal

6. RATE STRUCTURE/ADJUSTMENT. All applicable rates and charges for Services, inclusive of minimum charges and additional terms and conditions, are those set forth in the Schedule of Charges. Customer and Golden State Logistics hereby agree that Golden State Logistics may adjust the rate schedule annually, with thirty (30) days written notice.

7. INVOICING AND PAYMENT.

(a) Golden State Logistics shall invoice Customer for Services provided and Customer shall, within fifteen (15) days from invoice date, remit payment to Golden State Logistics. Customer shall not have the right to deduct or setoff the payment of invoice for any reason, including but not limited to, claims for loss or damage to Goods.

(b) In the event any payment of charges is not received within fifteen (15) days of the date of invoice, or within a time period agreed upon by the parties in writing, and without prior notice from Golden State Logistics, Customer agrees to pay Golden State Logistics a late payment charge equal to ten (10%) percent of the amount due and owing.

(c) In addition, any and all allowances, discounts, or other provisions agreed upon by the parties shall be discontinued and shall not apply to any invoice which is not paid pursuant to the terms as provided herein.

(d) In the event of any action by Golden State Logistics  to collect charges due Golden State Logistics  hereunder, Customer shall pay to Golden State Logistics  an amount equal to all costs and reasonable attorney’s fees incurred by Golden State Logistics  to collect sums due Golden State Logistics.

(e) If Customer desires to bring action against Golden State Logistics  concerning any rate, or charge relating to this Agreement, the time period in which the action shall be commenced is six (6) months after the invoice date of the rate, or charge at issue. Failure to commence an action within this period shall constitute Customer’s full and final acceptance and satisfaction of services, and Customer waives any right or demand to contest the rate or charges.

8. HANDLING

(a) The handling charge covers the ordinary labor involved in receiving Goods at warehouse door, placing Goods in storage, and returning Goods to warehouse door. Handling charges are due and payable upon receipt of Goods.

(b) Unless otherwise agreed, labor for unloading and loading Goods will be subject to a charge. Additional expenses incurred by Golden State Logistics in receiving and handling damaged Goods, and for additional expense in unloading from or loading into cars or other vehicles not at warehouse door will be charged to the Customer.

(c) Labor and materials used in loading rail cars or other vehicles are chargeable to the Customer.

(d) When Goods are ordered out in quantities less than in which received, Golden State Logistics may make an additional charge for each order or each item of an order.

(e) Golden State Logistics  shall not be liable for demurrage or detention, delays in unloading inbound cars, trailers or other containers, or delays in obtaining and loading cars, trailers or other containers for outbound shipment unless Golden State Logistics  has failed to exercise reasonable care.

9. LIABILITY AND LIMITATION OF DAMAGES

(a) GOLDEN STATE LOGISTICS SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY TO GOODS STORED HOWEVER CAUSED UNLESS SUCH LOSS OR INJURY RESULTED FROM THE FAILURE BY GOLDEN STATE LOGISTICS TO EXERCISE SUCH CARE IN REGARD TO THEM AS A REASONABLY CAREFUL MAN WOULD EXERCISE UNDER LIKE CIRCUMSTANCES AND GOLDEN STATE LOGISTICS IS NOT LIABLE FOR DAMAGES WHICH COULD NOT HAVE BEEN AVOIDED BY THE EXERCISE OF SUCH CARE.

(b) Goods are not insured by Golden State Logistics against loss or injury, however caused.

(c) The customer declares that damages are limited to the lesser of $15.00 per cubic foot or 25¢ per pound, however that such liability may be increased upon Customer’s prior written request on part or all of the Goods hereunder and Customer’s payment of an additional monthly charge based upon such increased valuation.

(d) Where loss or damage occurs to stored Goods, for which Golden State Logistics is not liable, the Customer shall be responsible for the cost of removing and disposing of such Goods and the cost of any environmental clean up and site remediation resulting from the loss, or damage to the Goods.

(e) If Golden State Logistics negligently mis-ships the Goods, Golden State Logistics shall pay the reasonable transportation charges incurred to return the Goods to the warehouse. If the consignee fails to return the Goods, Golden State Logistics’ maximum liability shall be for lost or damage Goods as specified in this Section 9, and Golden State Logistics shall have no liability for damages due to the consignee due to the consignee’s acceptance or use of the Goods.

(f) Golden State Logistics  shall not be liable for loss of Goods unless Customer establishes such loss occurred because of Golden State Logistics ’ failure to exercise the care required of Golden State Logistics  as specified in this Section 9. Any presumption of conversion imposed by law shall not apply to such loss and a claim by Customer of conversion must be established by affirmative evidence that Golden State Logistics  converted the Goods to Golden State Logistics ’ own use.

10. NOTICE OF CLAIM AND FILING OF SUIT

(a) Claims by the Customer and all other persons concerning any claim, rule or service relating to this Agreement, including claims for loss or damage of Goods, must be presented in writing to Golden State Logistics  within a reasonable time, and in no event longer than either 60 days after delivery of the Goods by Golden State Logistics  or 60 days after Customer or the last known holder of a negotiable warehouse receipt is notified by Golden State Logistics  that loss or injury to part or all the Goods has occurred, whichever time is shorter.

(b) No action may be maintained by the Customer or others against Golden State Logistics  for loss or injury to the stored Goods unless timely written claim has been given as provided in Paragraph (a) of this section and unless such action is commenced either within nine (9) months after date of delivery by Golden State Logistics  or within nine (9) months after Customer or the last known holder of a negotiable warehouse receipt is notified that loss or injury to part of all the Goods has occurred, whichever time is shorter.

(c) When Goods have not been delivered, notice may be given of known loss or injury to the Goods by mailing of a registered or certified letter to the Customer or to the last known holder of a negotiable warehouse receipt. Time limitations for presentation of claim in writing and maintaining action after notice begin on the date of mailing of such notice by Golden State Logistics .

11. COMPLIANCE WITH LAWS/OPERATING AUTHORITY

(a). Golden State Logistics  shall assume and shall pay any and all of its respective employees’ contributions, taxes and assessments which may be required to be paid under any so-called unemployment compensation, disability, pension, social security or any similar laws, by reason of such employment, and Golden State Logistics  shall, in all other respects, comply with such laws.

(b). Customer shall assume and shall pay any and all of its respective employees’ contributions, taxes and assessments which may be required to be paid under any so-called unemployment compensation, disability, pension, social security or any similar laws, by reason of such employment, and Customer shall, in all other respects, comply with such laws.

12. INDEPENDENT CONTRACTORS The relationship between the parties hereto shall at all times be that of independent contractors, and each party shall exert its best efforts to maintain such status as between itself and carriers or other third parties. It is intended by the parties hereto to create a relationship of independent contractor and neither Golden State Logistics, nor its agents, employees, subcontractors, subsidiaries, and/or affiliates shall be or become servants or employees of Customer by virtue of this Agreement or any performance hereunder. Golden State Logistics, and its subcontractors, subsidiaries, or affiliates shall employ, pay, discipline, discharge, supervise, control and direct those persons, required by each, for the performance of obligations under this Agreement, and each shall have exclusive authority over its own employees. No joint enterprise or partnership is intended to be created by this Agreement.

13. DELIVERY REQUIREMENTS

(a) No Goods shall be delivered or transferred except upon receipt by Golden State Logistics of complete written instructions. Written instructions shall include, but are not limited to, FAX, Email, or similar communication, provided Golden State Logistics has no liability when relying on the information contained in the communication as received. However, when no negotiable receipt is outstanding, Goods may be delivered upon instruction by telephone in accordance with a prior written authorization, but Golden State Logistics shall not be responsible for loss or error occasioned thereby.

(b) When a negotiable receipt has been issued no Goods covered by that receipt shall be delivered, or transferred on the books of Golden State Logistics, unless the receipt, properly endorsed, is surrendered for cancellation, or for endorsement of a partial delivery thereon. If a negotiable receipt is lost or destroyed, delivery of Goods may be made only upon order of a court of competent jurisdiction and the posting of security approved by the court as provided by law.

(c) Golden State Logistics shall be given a reasonable time, after the Goods are ordered out, to carry out the instructions of the Customer. If Golden State Logistics  is unable to carry out those instructions because of any reason beyond Golden State Logistics ’ control, and subject to those provisions of Section 18 herein, Golden State Logistics  shall not be liable for failure to carry out such instructions and Goods remaining in storage will continue to be subject to regular storage charges.

14. EXTRA SERVICE (SPECIAL SERVICES)

(a) Warehouse labor required for services other than ordinary handling and storage will be charged to the Customer.

(b) Special services requested by Customer including but not limited to compiling of special stock statements; reporting marked weights, serial numbers or other data from the packages; physical check of Goods; and handling transit billing will be subject to a charge.

(c) Dunnage, bracing, packing materials or other special supplies may be provided for the Customer at a charge in addition to Golden State Logistics’ cost.

(d) By prior arrangement, Goods may be received or delivered during other than usual business hours, subject to a charge.

(e) Communication expense including postage, teletype, telegram, or telephone will be charged to the Customer if such concern more than normal inventory reporting or if, at the request of the Customer, communications are made by other than regular United State Mail.

15. BONDED STORAGE

(a) A charge in addition to regular rates will be made for merchandise in bond.

(b) Where a warehouse receipt covers Goods in U.S. Customs bond, such receipt shall be void upon the termination of the storage period fixed by law.

16. MINIMUM CHARGES

(a) A minimum handling charge per lot and a minimum storage charge per lot per month will be made when a warehouse receipt covers more than one lot or when a lot is an assortment, a minimum charge per mark, brand, or variety will be made.

(b) A minimum monthly charge to one account for storage and/or handling will be made. This charge will apply also to each account when one customer has several accounts, each requiring separate records and billing.

17. ASSIGNMENT Golden State Logistics may assign this Agreement or any interest therein or any payment due or to become due hereunder or may subcontract any of the services to be performed hereunder. Customer may assign this Agreement upon prior written consent of Golden State Logistics, which may not be unreasonably withheld. Notwithstanding, any and all outstanding balances shall be paid in full upon Customer’s assignment of this Agreement.

18. FORCE MAJEURE Golden State Logistics  shall not be liable for any failure to perform any of its respective obligation under this Agreement, including but not exclusive of any delay or damage to any of the Customer’s Goods when caused by an act of God; the public enemy; riots or civil commotion; strikes, other work stoppage or other labor unrest; a defect or inherent vice in the Goods; acts of public authorities, acts or omission of Custom officials, or other public authorities; hazards incident to a state of war; compliance with laws or governmental regulations, quarantines, orders or requirements; acts or omissions of a Customer, owner, shipper or consignees of the Goods; any cause beyond Golden State Logistics’ control. Notwithstanding, if Golden State Logistics continues to provide services, then Customer agrees to pay the charges associated with such service.

In the event of damage to Goods resulting from a force majeure event, Customer shall be liable for the removal, cleanup and disposal of all damaged Goods and waste associated with Customer’s Goods in addition to related site remediation. If the Customer fails to act in a responsive manner, Golden State Logistics at its discretion may arrange for the clean up and disposal of the damaged Goods. If Golden State Logistics takes such action, the Customer will remain liable for all costs associated with the removal, clean up, disposal and site remediation associated with the damaged Goods.

19. NOTICES Any notice required or permitted to be given in writing under this Agreement shall be considered as having been given by either party to the other party upon the mailing thereof to such other party by personal delivery, by registered or certified mail, or by an overnight express delivery service, at the address set forth provided herein.

20. SOFTWARE In order to perform the Services under this Agreement, Golden State Logistics may develop and/or provide software to Customer (“Software”). Golden State Logistics  has and shall retain exclusive rights and licenses to all Software and any enhancements related thereto, developed by Golden State Logistics  or Customer, its employees, agents, servants or contractors used in providing any of the Services hereunder. Golden State Logistics may grant to Customer, under a separate written agreement, a personal, nontransferable, and non-exclusive right to the Software. Customer agrees not to: (i) copy the Software except as permitted by Golden State Logistics; (ii) transfer the Software to any other party except as authorized by Golden State Logistics; or (iii) reverse compile the Software. Golden State Logistics disclaims any express or implied warranty or representations of the Software, including but not limited to the implied warranties of merchantability or fitness for a particular purpose. Golden State Logistics ’ maximum liability under this Section 12, regardless of the form of action, shall be limited the charges paid to Golden State Logistics  for the portion of its services or work products giving rise to the liability.

21. TAXES Customer shall prepare and be solely responsible for all required tax returns and tax liability relating to Customer’s Goods, which are subject to this Agreement. Such taxes shall be paid directly by the Customer to the taxing authority. Golden State Logistics  shall never be responsible for any tax obligation of the Customer, including, but not exclusive of, personal property, sales, use, inventory or other similar taxes, if any, levied or imposed by any city, county, state or other governmental body having such authority.

22. CONFIDENTIAL INFORMATION Customer shall not, without first obtaining the written consent of Golden State Logistics, in any manner, advertise, publish, or disclose to any third party any information supplied to Customer pursuant to this Agreement, including without limitation, rates, charges or discounts identified or referenced in the appendices, except as required by applicable state or federal law, or for completion of this Agreement.

23. ELECTRONIC RECEIPTS

For the mutual convenience of the parties involved, it is agreed that Golden State Logistics may issue warehouse receipts electronically. Customer states that they have reviewed the electronic transmission and warrants that it contains all the requirements necessary to satisfy the provisions of Article 7 of the Uniform Commercial Code, and Golden State Logistics shall not suffer any liability for issuing an electronic form of the warehouse receipt.

24. GENERAL PROVISIONS

(a) The invalidity of any provision of this Agreement, as determined by a court of competent jurisdiction, shall not affect the validity of any other provision hereof.

(b) The terms and condition of this Agreement shall be construed and enforced in accordance with the laws of the State in Illinois. Customer agrees that any lawsuit arising out of or resulting from this Agreement shall be subject to the laws of the United States and the State of California, and the appropriate state or federal court shall have exclusive jurisdiction. (c) All section headings in this Agreement are inserted herein for convenience only and shall not affect construction or interpretation of this Agreement.

(d) In interpreting any provision of this Agreement, no weight shall be given to, nor shall any construction or interpretation be influenced by the fact that counsel for one of the parties drafted this Agreement, each party recognizing that it and its counsel has had an opportunity to review this Agreement and have contributed to its final form.

(e) No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies available in law or equity.

(f) Golden State Logistics shall in no event be liable for loss of profit, income, interest, attorney fees or any special, incidental or consequential damages of any kind.

(g) This Agreement contains the entire contract between the Parties with respect to any matter mentioned herein, and shall supersede any prior agreements between the parties. Any amendment or modification to this Agreement shall be effective only if in writing and signed by each party hereto.

(h) Each person signing on behalf of Golden State Logistics or Customer warrants and represents that he or she is authorized to execute and deliver this Agreement and to make it a binding obligation of the Party.

__________________                                       ____________________

Client                                                Golden State Logistics, Inc.

Date, printed name, and Title:

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