DISTRIBUTION BY AIR RULES TARIFF

ISSUED AND EFFECTIVE JULY 15, 1999 ORIGINAL TITLE PAGE

DISTRIBUTION BY AIR, INC.

AIR FREIGHT RULES TARIFF NO. 2

NAMING

CHARGES, RULES AND REGULATIONS

APPLICABLE TO

THE TRANSPORTATION OF

AIR FREIGHT

BETWEEN

POINTS IN THE UNITED STATES

AND FROM

POINTS IN THE UNITED ST

POINTS THROUGHOUT THE WORLD

AS INDICATED HEREIN

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2_________________ORIGINAL_PAGE_2

__________________EXPLANATION_OF_ABBREVIATIONS________________

ABBREVIA- ABBREVIATION____EXPLANATION____TION____EXPLANATION

AK. ----- Alaska LA. -- Louisiana

AL. ----- Alabama LB. ----- Pound

ALTA. --- Alberta LBS. ---- Pounds

A.M. ---- Ante Meridian MA. ----- Massachusetts

AP. ----- Airport MAN. ---- Manitoba

AR. ----- Arkansas MD. ----- Maryland

AZ. ----- Arizona ME. ----- Maine

B.C. ---- British Columbia MI. ----- Michigan

CA. ----- California MIN. ---- Minimum

C.A.B. -- Civil Aeronautics MN. ----- Minnesota

Board MO. ----- Missouri

CHG. ---- Charge MS. ----- Mississippi

CO. ----- Colorado or Company MT. ----- Montana

C.O.D. -- Collect on Delivery N. ----- North

COL. ---- Column NB. ----- Nebraska

CONT. --- Continued NC. ----- North Carolina

CT. ----- Connecticut ND. ----- North Dakota

d/b/a -- Doing business as N.E.S. -- Not elsewhere

DC. ----- District of specified in this

Columbia Tariff in a more

DE. ----- Delaware specific commodity

D.O.T. -- Department of description applying

Transportation from and to the

E. ----- East same points.

F.A.A. -- Federal Aviation NFLD. --- Newfoundland

Administration NH. ----- New Hampshire

FL. ----- Florida NJ. ----- New Jersey

FT. ----- Fort NM. ----- New Mexico

GA. ----- Georgia NO. ----- Number

HI. ----- Hawaii NOS. ---- Numbers

IA. ----- Iowa N.S. ---- Nova Scotia

IATA ---- International Air NV. ----- Nevada

Transport Association NY. ----- New York

ICAO ---- International Civil OH. ----- Ohio

Aviation Authority OK. ----- Oklahoma

ID. ----- Idaho ONT. ---- Ontario

IL. ----- Illinois OR. ----- Oregon

IN. ----- Indiana PA. ----- Pennsylvania

INC. ---- Incorporated P.M. ---- Post Meridian

KS. ----- Kansas P.R. ---- Puerto Rico

KY. ----- Kentucky QUE. ---- Quebec

For Explanation of Abbreviations & Reference Marks,

Used but now shown hereon, See Page 2 & 2A

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_

__________________EXPLANATION_OF_ABBREVIATIONS_________________

ABBREVIA- ABBREVIA-

__TION____EXPLANATION______________TION____EXPLANATION_________

RI. ----- Rhode Island VA. ----- Virginia

S. ----- South V.I. ---- Virgin Island

SASK. --- Saskatchewan VIZ. ---- Namely

SC. -- -- South Carolina VT. ----- Vermont

SD. ----- South Dakota W. ----- West

SHPMT. -- Shipment WA. ----- Washington

ST. ----- Saint WI. ----- Wisconsin

STE. ---- Sainte WT. ----- Weight

THRU ---- Through WV. ----- West Virginia

TN. ----- Tennessee WY. ----- Wyoming

TX. ----- Texas Y.T. ----- Yukon Territory

U.S. ---- United States

U.S.A.--- United States of

America

UT. ----- Utah

_______________________________________________________________

__________EXPLANATION_OF_REFERENCE_MARKS_AND_SYMBOLS___________

Sumbol Explanation Symbol Explanation

teardrop Denotes Reduction $ - Denotes U.S. Dollars

— Denotes Increase - Denotes U.S. Cents

Denotes Addition & - Denotes And

Ž Denotes No Change % - Denotes Percent

• Denotes Changes Which / - Denotes And, Or

Result in Neither X - Denotes Cancellation

Increases Nor Reductions

(-) Hyphen -Whenever in this Tariff figures are separated by

the hyphen (-), it shall be understood to cover all figures

in between as well as those figures named.

_______________________________________________________________

____________INDEX_OF_POINTS_OF_ORIGIN_AND_DESTINATION_________

Points of Origin are arranged alphabetically as headline points

throughout this Tariff.

Points of Destination are arranged alphabetically as sideline

points_throughout_this_Tariff._________________________________

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Pages 2 & 2A.

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TABLE OF CONTENTS

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RULES AND REGULATIONS RULE NO. PAGE NO.

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Abbreviations, Explanation of 2 & 2A

Acceptability of Consignments for Carriage 4 15 & 16

Advancement of Charges 18 31

Air Express Service 31 40

Applicability of Tariff 1 4

Assembly Service 22 35

Charges 3 5 thru 14

Airport to Airport 3B 5

Applicable Rates & Charges 3A 5

Basis of Charges 3G 10

Charge for Restricted Article Shipments 3J 13

Disposition of Fractions 3F 10

Mixed Consignments 3E 6 thru 9

Quantity Reductions 3D 6

Rates and Charges 3C 6

Service Charges 3I 12

Services not included in Published

Rates & Charges 3K 14

Terminal Service Charges 3H 11

Valuation Limit of Consignment 3L 14

Charges for Shipments containing pieces

in excess of 125 inches in length or

88 inches in width 25 37 & 38

Charges Prepaid or Collect 9 22 & 23

C.O.D. Consignments 8 22

Compliance 23 36

Consignments in Transit 5 16 & 17

For Explanation of Abbreviations and Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

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TABLE OF CONTENTS

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RULES AND REGULATIONS RULE NO. PAGE NO.

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Delivery 7 19 thru 21

Delivery Reports 20 33

Distribution Service 21 34

Execution of Air Waybill 2 4 & 5

Explanation of Abbreviations 2 & 2A

Explanation of Reference Marks 2A

Express Distribution Service 32 40

Index of Points of Origin and Destination 2A

LTL Express Service 30 40

Liability of Shipper, Consignee and Owner 14 27

Liabiity for Charges and Lien 15 28

Limitation of Liability 13 25 thru 27

Minimum Charge 28 39

Payments of Charges 11 23 & 24

Pickup and Delivery Service 19 32 & 33

Routing and Re-Routing 17 30

SPS Service 29 39

Shipments Consigned to U.S. Postal Office 10 23

Shipments not Acceptable 26 38 & 39

Shipments of Hazardous Material 27 39

Shipper's Right of Disposition 6 17 & 18

Storage Charges 12 24

Terminal Transfer Charge 24 36

Time Limitations on Claims and Actions 16 29

For Explanation of Abbreviations and Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

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Rule

No. RULES AND REGULATIONS

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1. APPLICABILITY_OF_TARIFF

(A) General

This tariff shall apply to carriage of the consignment,

including all services incidental thereto, performed by

Forwarder, under rates and charges of Forwarder contained in

tariffs which make specific reference to this tariff for

governing rules, regulations and conditions of carriage. All

monetary amounts published herein are stated in terms of U.S.

currency.

(B)Effective_Rules:

All carriage of consignments governed by this tariff shall

be subject to the tariffs in effect on the date of receipt of

consignment by Forwarder.

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2. EXECUTION_OF_AIR_WAYBILL

(A) Preparation_by_Shipper:

(i.) The shipper shall make out, or have made out on his

behalf, an airbill, and shall deliver such airbill to Forwarder

simultaneously with the acceptance of the consignment by

Forwarder for carriage. However, charges for carriage and other

charges shall be inserted in the airbill by Forwarder.

(ii.) The failure of the shipper to prepare or have prepared

an airbill shall not act to impose any diminution of any

limitations of liability on the Forwarder.

(B)Preparation,_Completion_or_Correction_by_Forwarder:

Forwarder will, at the request of the shipper, make out the

airbill on behalf of the shipper. If the airbill handed over

with the consignment does not contain all the required

particulars, or if it contains any error, Forwarder will correct

it to the best of Forwarder's ability.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

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2. EXECUTION_OF_AIR_WAYBILL (Continued)

(D) Responsibility_for_Particulars

The shipper is responsible for the correctness and

completeness of the particulars and statements which he inserts

in the airbill, or which Forwarder inserts on his behalf. The

shipper shall be liable for all damages suffered by Forwarder or

any third party, by reason of irregularity, inaccuracy,

incorrectness or incompleteness of said particulars or

statements, whether the airbill was made out by or on behalf of

the shipper or completed by Forwarder on behalf of the shipper

pursuant to Paragraph (C) of this rule. In the case of

consignments to be forwarded C.O.D., it shall be the sole

responsibility of the shipper to enter the amount of the C.O.D.

on the airbill, and Forwarder shall not be liable for failure to

collect the C.O.D. amount when not so entered by shipper.

(E)The shipper shall certify that the shipment does not

contain any unauthorized explosives, destructive devices,

hazardous materials, or any other item subject to Hazardous

Materials or Dangerous Goods regulations issued by the U. S.

Government or the International Air Transport Association or the

International Civil Aviation Authority.

(F)Alterations:

Airbills, the writing on which has been altered or erased,

will not be accepted by Forwarder.

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3. CHARGES

(A) Applicable_Rates_and_Charges

Rates and charges for carriage governed by this tariff are

those duly published by Forwarder and in effect on the date of

receipt of consignment by Forwarder.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

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3. CHARGES (Continued)

(B) Airport_to_Airport:

Except as otherwise provided in this tariff, rates and

charges apply only from airport to airport.

A specific commodity rate removes the application of the

general commodity rate on the same quantity of the same article

or commodity (in the same package or shipping form) from and to

the same points.

(D) Quantity_Reductions:

When two or more rates subject to different minimum

quantities are provided on the same commodity in the same

shipping form from and to the same points, the lower of the two

charges specified under subdivisions (i) and (ii) shall be

applied:

(i)The charge computed on the quantity shipped at the

rate applicable to such quantity, or

(ii)The charge computed on the next greater quantity,

for which a lower rate is provided at the rate applicable to such

greater quantity.

(E) Mixed_Consignments:

(1)Definition. As used herein the term "mixed

consignment" means a consignment of different articles or

commodities, whether packed or tied together, or contained in

separate packages; provided that a consignment consisting of

different articles or commodities subject to the same rate and

conditions will not be considered to be a mixed consignment.

For Explanation of Abbreviations & Reference Marks,

Used by not shown hereon, See page 2 & 2A

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3. CHARGES (Continued)

(E) Mixed_Consignments (Continued)

(2)For_carriage_wholly_between_points_in_the_United_States

(a)When a consignment consists of more than one article

or commodity separately packaged, the shipper must declare

separately the weight, value and contents of each package in the

consignment except that weights and values of packages having

contents comprised of the same commodities may be combined; rates

shall be assessed as if each package had been shipped separately,

except when two or more packages in the consignment are subject

to the same commodity description, rate and conditions except for

their individual weights (or volumes) charges for such packages

shall be assessed on their total weight.

(b)When a consignment consists of different articles

not subject to the same commodity description, rate and

conditions and the weight (or volume) of the different articles

is not determinable for purposes of carriage, charges shall be

assessed on the basis of the applicable general commodity rate.

(c)The valuation charges for mixed consignments shall

be assessed on the basis of the total declared value for carriage

of the entire consignment.

(d)The following listed commodities or articles shall

not be included in any mixed consignment: Live animals, gold,

platinum, platinum metals or precious stones, legal bank notes,

securities, shares and share coupons; or human remains, cremated

or other than cremated.

For explanation of Abbreviations & Reference Marks,

Used by not shown herein, See Page 2 & 2A.

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3. CHARGES (Continued)

(E) Mixed_Consignments (Continued)

(3)For_carriage_between_points_in_the_United_States,_on_the_

one_hand,_and_points_outside_the_United_States.

(a)When a mixed consignment consists of two or more

packages containing two or more articles or commodities, each of

which is packaged separately, the shipper must declare separately

the contents and weight of each package in the consignment,

except that the weights of two or more packages containing the

same articles or commodity may be combined. The weight (or

volume) charge will be determined in accordance with (a)(i) and

(a)(ii) below, whichever results in the lower charge:

(i)Apply to the weight (or volume) of each package

the rate applicable to the articles or commodity contained

therein as if such package were being shipped separately,

provided that, when two or more packages in the consignment are

subject to the same rate and conditions, except for their

individual weight (or volume), the charges for all such packages

will be based on their total weight (or volume); or

(ii)Apply to the weight (or volume) of the entire

consignment the highest rate applicable to any article or

commodity in the consignment at the total weight of the

consignment.

(b)When a mixed consignment contains two or more

articles or commodities that are packed, tied or otherwise joined

together in such a manner that the weight and rate for each

individual item cannot be determined, the shipper must declare

the contents of the consignment, and the weight (or volume)

charge will be computed at the highest rate applicable to any

articles or commodity in the consignment at the total weight of

the consignment.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See page 2 & 2A.

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3. CHARGES (Continued)

(E) Mixed_Consignments (Continued)

(3) (c)When a mixed consignment contains articles or

commodities that are packaged separately as described in

sub-paragraph (3)(a), and articles or commodities that are

packed, tied or otherwise joined together as described in

sub-paragraph (3)(b), the weight (or volume) charge will be

determined in accordance with (c)(i) or (c)(ii) below, whichever

results in the lower charge.

(i)Apply charges in accordance with sub- paragraph

(3)(a) with respect to the articles or commodities that are

separetly packaged, plus charges in accordance with sub-paragraph

(3)(b) with respect to articles or commodities that are packed,

tied or otherwise joined together; or

(ii)Apply to the weight (or volume) of the entire

consignment the highest rate applicable to any articles or

commodity in the consignment at the total weight of the

consignment.

(d)The minimum weight to be observed for the entire

shipment will be the highest minimum weight applicable to any

rate used in rating the shipment, any deficit below such minimum

weight being assessed at the lowest rate applicable to any part

of the shipment.

(e)The application of a valuation charge on a mixed

consignment will be determined on the basis of the actual weight

of the entire consignment and the total declared value for

carriage of the entire consignment, regardless of the basis on

which the weight (or volume) charges have been assessed.

(f)The following listed articles or commodities shall

not be included in any mixed consignment: gold, platinum and

platinum articles; legal banknotes, securities, shares and share

coupons, precious stones; live animals; human remains (whether or

not cremated);

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

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3. CHARGES (Continued)

(F) Disposition_of_Fractions:

When the computation of charges result in an amount ending

in a fraction of a cent, such fraction will be increased to the

next higher cent.

(G) Basis_of_Charges:

Rates and charges for carriage will consist of the total of

the weight or volume charge, whichever is greater.

(a)(Applicable between points in the United States.)

When applicable rates and charges are published per pound or for

stated numbers of pounds, charges will be assessed on the gross

weight of the consignment, and fractions of a pound will be

charged for as the next higher pound. Charges for consignments

with cubic measurement exceeding 194 cubic inches per pound will

be assessed on the basis of one pound for each 194 cubic inches,

and fraction of 194 cubic inches will be charged for as the next

higher pound. Cubic measurements will be based on the greatest

height times width times length dimensions of the package or

where packages are tied together, on the greatest height times

width times length dimensions of the tied group of packages.

(b)(Applicable between points in the United States, on

the one hand, and points outside the United States.)

When applicable rates and charges are published per

pound or for stated numbers of pounds, charges will be assessed

on the gross weight of the consignment, and fractions of a pound

will be charged for as the next higher pound. Charges for

consignments with cubic measurements exceeding 166 cubic inches,

and fractions of 166 cubic inches will be charged for as the next

higher pound. Cubic measurements will be based on the greatest

height times width times length dimensions of the package or

where packages are tied together, on the greatest height times

width times length dimensions of the tied group of packages.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A

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3. CHARGES (Continued)

(H) Terminal_Service_Charges

Terminal Service Charges as described below will be assessed

to the shipper, consignee, or agent named on the Forwarder

airbill, as applicable, and will apply whenever such services are

performed by the Forwarder.

Description of Service and Charge

(a)Preparation of U.S. Shipper's Export Declaradtion

(U.S. Department of Commerce Form 7525-V): A service charge of

$10.00 will be assessed for the preparation of each U.S.

Shipper's Export Declaration (U.S. Department of Commerce Form

7525-V). No charge will be assessed for correction and

alternation of mechanical errors; however, Forwarder will enter

the "District", "port", information, general license symbol, and

complete the following lines at no charge to the shipper:

1. Port of Export

2. Method of Transportation

7. Foreign Port of Unloading

13. Schedule B Number

16. Waybill of Manifest Number

17. Date of Exportation

(b)Immediate Transportation Entry Form (U.S. Customs

Form 7512) or the Preparation of Transit Air Cargo Manifest (U.S.

Customs Form 7509): When diversion of a shipment from one

customs Port to another is requested by the shipper, consignee,

or his agent, a charge of $20.00 shall be assessed by the

Forwarder for preparation of each Immediate Transportation Entry

Form (U.S. Customs Form 7512) or Transit Air Cargo Manifest (U.S.

Customs Form 7509).

(c)Sight Draft. When a Sight Draft is prepared by

Forwarder in connection with an international shipment consigned

to a bank or other financing intermediary, a charge of $ 25.00

will be assessed. The Forwarder does not assume any liability for

payment or non-payment of such shipment on account of such

preparation or consignment to such bank or other financing

intermediary.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A

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3. CHARGES (Continued)

(I) Service_Charges:

In addition to the weight (or volume) charge, or valuation

charge, specified in Paragraphs (G) and (H) hereof, the following

service charges will be assessed when applicable to the

consignment:

(1) Service_Charge_for_C.O.D._Consignments:

C.O.D. consignments, when accepted for carriage in

accordance with Rule No. 8, will be assessed a service charge of:

(Applies only on shipments within the United States)

(a) $.03 per $1.00 (or fraction thereof) of the C.O.D.

amount to be collected, subject to a minimum charge of $10.00 per

consignment.

(Applies only on International shipments)

(a) $.07 per $ 1.00 (or fraction thereof) of the C.O.D.

amount to be collected, subject to a minimum charge of $ 20.00

per consignment.

(2)Service_Charge_for_Collection_of_Puerto_Rican_Tax_on_

Articles_and_Merchandise_for_Use_and_Consumption_in_Puerto_Rico:

At the request of the shipper or the consignee, forwarder will

provide the following service for a service charge of $3.00 per

shipment:

(a)Tax will be computed in accordance with the

requirements of the Puerto Rican Authority.

(b)Forwarder will pick up from the consignee's

address a check payable to the Puerto Rican government.

(c)Forwarder will prepare a remittance statement

to the tax authority.

(d)Forwarder will deliver the check to the tax

authority.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

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3. CHARGES (Continued)

(J) Charge_for_Restricted_Article_Shipments

(a)(Applicable between points in the United States.)

Shipments containing restricted articles requiring specific

special stowage as prescribed in the Code of Federal Regulations

shall be charged an additional $12.00 per shipment. Any shipper

tendering such articles shall warrant by such tender that the

containers utilized for the transportation of such articles fully

comply to the requirements of the aforementioned publication, and

agrees to hold the forwarder harmless for any loss or damage

caused by such restricted articles.

(b)(Applicable between points in the United States, on the

one hand, and points outside the United States.) Shipments

containing Dangerous Goods, (articles or substances which are

capable of posing a significant risk to health, safety or to

property, or defined as "Restricted Articles" in the Code of

Federal Regulations shall be charged an additional $ 75.00 per

shipment. Any shipper tendering such articles shall warrant by

such tender that the containers utilized for the transportation

of such articles fully comply to the requirements of the

aforementioned publication, and agrees to hold the forwarder

harmless for any loss or damage caused by such Dangerous Goods or

Restricted Articles.

PICK-UP_OR_DELIVERY_OF_EXPLOSIVES_AND_DANGEROUS_ARTICLES_IN_

PORT_AREA_OF_NEW_YORK,_N._Y..

Shipment of commodities which will be subject to an

additional charge of $125.00 per shipment are prohibited from

being transported through the Holland and Lincoln Tunnels and

must be transported via a bridge will be subject to an additional

charge of $125.00 per shipment. Any such shipment which must be

transported by ferry will be subject to an additional charge of

$250.00.

For Explanation of Abbreviations & Reference Marks,

Used by not shown hereon, See Page 2 & 2A.

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3. CHARGES (Continued)

(K) Services_not_Included_in_Published_Rates_and_Charges:

Published rates and charges cover the carriage of

consignments by air between airports. Except as otherwise

specifically provided in connection therewith, such published

rates and charges do not include the following service or

charges:

(1)Pick-up or delivery service to and from the airports

(2)Storage charges

(3) C.O.D. service charges

(4) Advanced charges

(5)Expenses incurred in clearing the consignment

through customs

(6)Charges or penalties imposed or collected by

government authority, and duties and taxes

(7)Expenses incurred by Forwarder in repairing faulty

packing or additional packing required in the sole discretion of

Forwarder to properly protect the consignment or protect the

consignment from damaging other consignments

(8)Charges for carriage of consignments returned to

point of origin for any reason.

(9)Preparation of specific documentation required by a

Letter of Credit covering the shipment.

(L) Valuation_Limit_of_Consignment:

When the declared value of any consignment exceeds

$10,000.00, such consignments are subject to advance arrangements

with Forwarder. In the event any such shipment exceeding $

10,000.00 declared value is inadvertantly accepted by the

Forwarder with advance arrangements not having been made, the

Forwarder reserves the right to either return the shipment to the

shipper upon discovery of such declared value or hold the

shipment at the terminal of origin until appropriate arrangements

as determined by the Forwarder are made for the transportation of

such shipment or shipments.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

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4. ACCEPTABILITY_OF_CONSIGNMENTS_FOR_CARRIAGE

(A) Unusual_Shipments

Packages or pieces of unusual weight, shape or size, namely:

in excess of 20 x 24 inches, or with floor- bearing weights in

excess of 70 pounds per square foot, or requiring special

attention, will not be accepted for transportation unless advance

arrangements have been made. Shipments requiring special devices

for safe handling will be accepted only when such special devices

are provided and operated by and at the expense of the shipper or

consignee.

(B) Packing_and_Marking_of_Consignments:

(1)Consignments must be packed so as to ensure safe

carriage with ordinary care in handling and so as not to injure

or damage any persons, consignments or property. Each package

shall be legibly and durably marked with the name and full street

address of the shipper and consignee.

(2)Consignments with a floor-bearing weight in excess

of 125 pounds per square foot must be furnished with a suitable

skid or base which will reduce the floor-bearing weight to 125

pounds per square foot or less. The weight of such skid or base

will be included in the weight of the consignment.

Forwarder undertakes to transport all commodities, unless

otherwise excluded by Forwarder's tariffs, and provided:

(1)the transportation, or the exportation thereof, is

not prohibited by the laws or regulations of any country or

governmental jurisdiction to be flown from, to, or into

(2)they are packed in a manner suitable for carriage

(3)they are accompanied by the requisite shipping

documents; and

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

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No. RULES AND REGULATIONS

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4. ACCEPTABILITY_OF_CONSIGNMENTS_FOR_CARRIAGE (Continued)

(4)they are not liable to endanger persons or property.

(D)Responsibility for Non-Observance of Conditions:

Responsibility for the non-observance of the conditions

relating to consignments which are not acceptable for carriage or

are acceptable only under certain conditions rests upon the

shipper and consignee of the consignment, who are liable to

Forwarder for any loss, damage, liability or penalties it may

incur because of carriage of any such consignment.

(E)Inspection_of_Shipments:

All shipments are subject to inspection by Forwarder.

_____________________________________________________________________

5. CONSIGNMENTS_IN_TRANSIT

(A) Compliance_with_Government_Requirements:

(1)The shipper shall comply with all applicable laws,

customs and other government regulations of any country to, from

or through which the consignment may be carried, including those

relating to packing, carriage or delivery of the consignment, and

shall furnish such information and shall attach such documents to

the airbill as may be necessary to comply with such laws and

regulations. Forrwarder shall not be liable for the correctness

or sufficiency of such information or documents. Forwarder shall

not be liable to the shipper for loss or expense due to shipper's

failure to comply with this provision.

(2)The Forwarder shall not be liable for damages for

any cause if Forwarder in good faith makes a determination as to

the applicable law, government regulation, demand, order or

requirement which requires that Forwarder refuse, and Forwarder

does refuse to carry a consignment.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_17_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

5. CONSIGNMENTS_IN_TRANSIT (Continued)

(B)Certain_Rights_of_Forwarder_over_Consignment_in_Transit:

If it is necessary to hold the consignment at any place for

any purpose, either before, during or after transit, Forwarder

will, upon giving notice thereof to the shipper or consignee at

the address stated in the airbill, store the consignment for the

account and at the expense of the shipper and consignee of the

consignment, or any of them, in any warehouse or other available

place, or with the customs authorities. The shipper and consignee

of the consignment shall be jointly and severally liable to

Forwarder for any expense so incurred.

_____________________________________________________________________

6. SHIPPER'S_RIGHT_OF_DISPOSITION

(A) Exercise_of_Right_of_Disposition:

Every exercise of the right of disposition must be made by

the shipper and must be applicable to the whole consignment under

a single airbill. The right of disposition over the consignment

may only be exercised if the shipper produces the original of the

airbill which was delivered to him. Instructions as to

disposition must be given in writing to Forwarder. In the event

that the exercise of the right of disposition results in a change

of consignee, such new consignee shall be the consignee then

appearing on the airbill. In any event, the Forwarder shall not

be liable for failure to interrupt or stop the consignment

irrespective of when the right of disposition is exercised.

(B) Shipper's_Option:

Subject to his liability to carry out all his obligations

under the contract of carriage, the shipper may dispose of the

cargo, either:

(1)By withdrawing it at the airport of departure or of

destination

(2)By stopping it in the course of the journey on any

landing

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_18_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

6. SHIPPER'S_RIGHT_OF_DISPOSITION (Continued)

(3)By calling for it to be delivered at the place of

destination or in the course of the journey to a person other

than the consignee named in the airbill, or

(4)By requiring it to be returned to the airport of

departure.

The shipper shall be liable to Forwarder for all expenses

incurred by Forwarder as a result of the exercise of the right of

disposition, including communications charges, or other charges,

even if the Forwarder shall be unable to stop the shipment.

(D)Forwarder's_Inability_to_Comply:

Any request by a shipper to effect a right of disposition is

accepted by the Forwarder on the basis that the Forwarder shall

use its reasonable efforts to effect such right of disposition.

The Forwarder shall, when possible, notify the shipper of any

ability or inability to effect right of disposition. The cost of

so doing attaches to the consignment.

(E) Extend_of_Shipper's_Right:

The shipper's right of disposition shall cease at the moment

when, after arrival of the consignment at the destination, the

consignee takes possession of the consignment or airbill or

otherwise shows his acceptance of the consignment. Nevertheless,

if the consignee declines to accept the airbill or the

consignment, or if he cannot be communicated with, such right of

disposition shall continue to vest in the shipper.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_19_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

7. DELIVERY

(A) Delivery_to_Consignee:

(1)Except as specifically provided in the airbill,

delivery of the consignment will be made only to the consignee

named on the face of the airbill. On shipments between points in

the United States on the one hand and points outside the United

States on the other, delivery to the consignee shall be effected

when the consignment has been delivered to customs or other

government authorities as required by applicable law or customs

regulation, and Forwarder has delivered to the consignee any

authorization from Forwarder required to enable the consignee to

obtain release of the consignment and has forwarded the notices

of arrival referred to in Paragraph (B) of this Rule.

(2)Delivery of the consignment shall be made by

Forwarder only upon written receipt of the consignee and upon

compliance with all other applicable terms and conditions of this

tariff.

(B) Notice_of_Arrival:

Notice of arrival of the other consignment will, in the

absence of other instructions, be sent to the consignee or the

person to be notified by ordinary mail or may be given by

telephone or such other means in accordance with the custom and

usage at the destination location. Forwarder is not liable for

non-receipt or delay in receipt of such notice.

The consignee must accept delivery of and collect the

consignment at the airport of destination.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_20_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

7. DELIVERY (Continued)

(D) Failure_of_Consignee_to_Take_Delivery:

(1)Subject to the provisions in Paragraph (E) hereof,

if the consignee refuses or fails to take delivery of the

consignment after its arrival at the place of delivery, Forwarder

will endeavor to comply with any instructions of the shipper set

forth on the face of the airbill. If no such instructions are so

set forth, or if such instructions cannot be complied with,

Forwarder, after forwarding to the shipper notice of the failure

of the consignee to take delivery, will: (at the sole discretion

of the Forwarder)

(a)Return the consignment to the airport of

departure, there to await instructions of the shipper; or

(b)After holding the consignment at the location

of destination, or at any other convenient location, for a period

of not less than 30 days, sell such consignment in one or more

lots. Any transportation, handling or warehousing charges shall

be assessed and shall become the liability of the shipper.

(2)The shipper, beneficial owner, and consignee by

tendering the shipment to the Forwarder authorize the Forwarder

to effect customs clearance of the shipment at any appropriate

port of entry of the United States, or at any other location

convenient to the Forwarder, for the purposes of allowing the

Forwarder to enter the goods and sell them in order for the

Forwarder to recover some or all of any outstanding charges but

the Forwarder is under no obligation to do so, and in any event

the shipper, beneficial owner and consignee are jointly and

severally liable for all charges and expenses resulting from or

in connection with the failure to take delivery of the

consignment, including carriage charges incurred in returning the

shipment. If the consignment is returned to

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_21_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

7. DELIVERY (Continued)

(D) Failure_of_Consignee_to_Take_Delivery: (Continued)

(2)(continued)

the airport of departure and the shipper refuses

or neglects to make such payment within 15 days

after such return, Forwarder will dispose of the

consignment or any part thereof at public or

private sale after giving the shipper at the

address stated on the airbill 10 days notice of

its intention to do so.

(3)In the event of the sale of the consignment as

provided for above, either at the place of destination or at the

place to which the consignment has been returned, Forwarder will

pay itself out of the proceeds of such sale, holding any surplus

subject to the order of the shipper. A sale of any consignment

shall, however, not discharge the shipper, consignee and owner of

any liability hereunder to pay any deficiencies of freight or

other charges incurred or paid by the Forwarder.

(E) Disposal_of_Perishables:

When a consignment containing perishable articles is

delayed in the possession of Forwarder, is unclaimed or refused

at place of delivery, or for other reasons is threatened with

deterioration, Forwarder will immediately destroy or abandon all

or any part of the consignment, send communications for at the

cost of the shipper, or store the consignment or any part thereof

at public or private sale without notice. The proceeds of any

such sale shall be subject to the payment to Forwarder of all

accrued charges and expenses.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_22_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

8. C.O.D._(COLLECT_ON_DELIVERY)_CONSIGNMENT

Consignments will be forwarded C.O.D. subject to the

following requirements:

(A)Credit will not be extended on the amount of the C.O.D.;

no privilege of examination or trial will be given prior to

collection thereof; and the consignment or any part of it will

not be delivered unless and until the total amount of the C.O.D.

is paid to the Forwarder.

(B)For collecting and remitting the amount of the C.O.D., a

service charge as specified in Rule No. 3(I)(1) hereof, will be

made.

(C)C.O.D. pieces will not be accepted on the same airbill

with pieces not moving C.O.D. Only pieces covered by one C.O.D.

bill will be accepted on one airbill. The shipper must enter the

C.O.D. amount on the airbill.

(D)Forwarder will refuse C.O.D. consignments when

regulations of the country of departure and/or destination

prevent the conversion of funds into other currencies or the

transfer of funds into other countries. Information on the

availability of C.O.D. services may be obtained from Forwarder.

(E)Consignments requiring repayment of guarantee of

transportation charges pursuant to Rule No. 9 hereof will not be

accepted on a C.O.D. basis.

_____________________________________________________________________

9. CHARGES_PREPAID_OR_COLLECT

Shipments will be accepted prepaid or with charges to be

collected at destination except the following, on which all

charges must be prepaid; no credit will be extended:

(A)Household goods, used not for resale, and personal

effects consisting of wearing apparel, cosmetics, toilet articles

and articles worn by an individual, used, not for resale.

(B)Consignments addressed to persons restrained of their

liberty.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_23_____

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9. CHARGES_PREPAID_OR_COLLECT (Continued)

(C)Consignments addressed to the United States Government

agencies, unless shipped on Government Bill of Lading

(D)Consignments not equal in commercial value to the

estimated shipping and accessorial charges thereon.

(E)Consignments destined to exhibition grounds, parks,

fairs, or where admission is charged for entrance

(F)Consignments addressed to consignees at a transient

address.

_____________________________________________________________________

10. SHIPMENTS_CONSIGNED_TO_U.S._POST_OFFICE

On shipments consigned to a United States Post Office, the

Forwarder will perform the service of weighing, sorting, postal

rating and affixing United States postage to individual packages

subject to a charge of $0.25 per package, minimum charge of

$5.00. The service does not include the cost of the postage

affixed. All such shipments must be prepared by the shipper.

_____________________________________________________________________

11. PAYMENT_OF_CHARGES

(A)Rates and charges are published in United States dollars

and are payable in the lawful currency of the United States.

(B)All charges applicable to a shipment are payable in cash

at time of acceptance thereof by the Forwarder in the case of a

prepaid shipment (i.e., a shipment on which the charges are to be

paid by the consignor) or at the time of delivery thereof by the

Forwarder in the case of a collect shipment (i.e., a shipment on

which the charges are to be paid by the consignee).

Exception: Credit for payment of charges on a shipment will

be extended for ten (10) days after the date of billing, if

shipper has requested credit, provided credit request forms and

credit history are sufficient

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_24_____

Rule

No. RULES AND REGULATIONS

_____________________________________________________________________

11. PAYMENT_OF_CHARGES (Continued)

in the sole discretion of the Forwarder, and Forwarder has

agreed in advance to extend such credit. When credit for payment

of charges on a shipment has been so extended by the Forwarder,

the Forwarder will bill for such charges within ten (10) days

after the Forwarder accepts a prepaid shipment or delivers a

collect shipment, except that no credit will be extended for

consignments subject to Rule No. 9. All such bills for charges

shall be paid by the party responsible within 30 days of receipt.

(C)In the event of non-payment of charges, Forwarder may

enforce collection against the Shipper, Consignee or beneficial

owner of the goods, known or unknown, or any of them at the sole

discretion of the Forwarder, and by tendering the shipment or

receiving the shipment, the liability for all charges is accepted

by the foregoing parties.

_____________________________________________________________________

12. STORAGE_CHARGES

The Forwarder will charge $0.50 per 100 pounds or fraction

thereof per calendar day subject to a minimum charge of $10.00

per shipment for storage when the Forwarder is requested by the

shipper or his agent to withhold a shipment or a piece thereof

from transportation beyond midnight of the day following the day

of receipt of this shipment. The storage charge will also be

assessed when storage is required because the first piece of the

shipment is not accompanied by an executed airbill or shippers

Letter of Instructions or when all the pieces of a shipment

described on the airbill are not received within 24 hurs after

receipt of the first piece of the shipment.

Outbound shipments delivered to Forwarder's premises, which are

not acceptable for carriage for any reason will be subject to

storage charges as prescribed in this Rule (without any free

time) from the first business day after the delivery until such

shipment is made acceptable for carriage or removed.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_25_____

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_____________________________________________________________________

13. LIMITATION_OF_LIABILITY

(A)(Applicable only between points in the United States)

(1)In consideration of Forwarder's rate for the

transportation of any shipment, which rate in part is dependent

upon the value of the shipment, the shipper and all other parties

having an interest in the shipment agree that liability of the

Forwarder shall in no event exceed the value of the shipment as

is shown by the shipper on the air waybill and further such

liability shall not exceed $.50 per pound shipped.

(2)By tendering the shipment to Forwarder for

transportation, the shipper, for himself and all other parties

having an interest in the shipment, agrees to the limitations set

forth in these rules and regulations and affirms the description

of the shipment as recited on the airbill, and the fact that the

shipment is not of a nature unsuitable for the carriage by air or

hazardous thereto.

(3)Except as provided in paragraph (A)(4) of this Rule,

the total liability of the Forwarder shall in no event exceed:

(a)The value of the shipment as determined

pursuant to Rule No. 13(A)(1), or

(b)The actual value of the shipment, or

(c)The amount of any damages actually sustained,

whichever is the least.

(4)The total liability of the Forwarder with respect to

a part of a shipment as defined in Rule No. 21 or Rule No. 22

shall in no event exceed:

(a)The actual value of the part, or

(b)The amount of any damages actually sustained,

whichever is the least.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_26_____

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_____________________________________________________________________

13. LIMITATION_OF_LIABILITY (Continued)

(A)(Applicable only between points in the U.S.)(continued)

(5)No claim for loss or damage to a shipment will be

entertained until all transportation charges thereon have been

paid. The amount of claims may not be deducted from

transportaton charges.

(B)(Applicable only between points in the United States, on

the one hand, and points outside the United States, on the other

hand)

(1)Forwarder is not liable to the shipper or any other

person for any damage, delay or loss of whatsoever nature

(hereinafter in this tariff collectively referred to as "damage")

arising out of or in connection with the carriage of the

consignment or other services performed by Forwarder incidental

thereto, unless such damage is proved to have been caused by the

negligence or willful fault of the Forwarder and there has been

no contributory negligence of the shipper, consignee.

(2)Forwarder is not liable for any damage directly or

indirectly arising out of compliance with laws, government

regulations, orders or requirements, or from any cause beyond

Forwarder's control.

(3)Any liablity of Forwarder will in no event exceed

the shipper's declared value for carriage stated on the face of

the airbill, and in the absence of such declaration by shipper,

liability of Forwarder shall not exceed $9.07 per pound All

claims shall be subject to proof of value.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_27_____

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_____________________________________________________________________

13. LIMITATION_OF_LIABILITY (Continued)

(B)Applicable only between points in the United States, on

the one hand, and points outside the United States, on the other

hand. (Continued)

(4)Forwarder will not be liable in any event for any

consequential or special damages arising from carriage subject to

this tariff, whether or not Forwarder had knowledge that such

damages might be incurred.

(5)No claim for loss or damage to a shipment will be

entertained until all transportation charges thereon have been

paid. The amount of claims may not be deducted from

transportation charges.

INSURANCE

(A)No insurance is included in the rates named in this

tariff. Shippers desiring insurance coverage must so notify

carrier, in writing, at time shipment is tendered for carriage.

Insurance coverage, (All Risk not including War Risk) will then

be effected under carrier's policy, subject to all its

restrictions and limitations. The insurance charge will be

assessed at $0.50 per $100.00 of Declared Valuation, subject to a

minimum charge of $2.50. The limitations of such All Risk

insurance are as specified in the Policy of Insurance and may be

obtained from the Forwarder.

_____________________________________________________________________

14. LIABILITY_OF_SHIPPER,_CONSIGNEE_AND_BENEFICIAL_OWNER

The shipper, consignee and beneficial owner of the goods shall be

liable jointly and severally to pay the Forwarder for all claims,

fines or penalties assessed by Federal, State or local government

agencies, damages, costs or other sums which may be incurred,

suffered or disbursed by the Forwarder by reason of any violation

of any of the rules contained in this or other applicable

tariffs.

_____________________________________________________________________

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_28_____

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15. LIABILITY_FOR_CHARGES_AND_LIEN

(A)The consignor and consignee shall be liable, jointly and

severally, for all unpaid charges payable on account of such

shipment, including sums advanced or disbursed by the Forwarder

on account of such shipment.

(B)The Forwarder shall have a lien on the shipment for all

sums due and payable to the Forwarder. In event of non-payment,

the Forwarder shall have the right to hold the shipment, or any

other shipments of the same shipper or consignee, subject to

charges as provided in Rule 12 and to dispose of the shipment at

public or private sale, paying itself out of the proceeds of such

sale all sums due and payable, including storage charges. No

sale or disposal pursuant to this rule shall discharge liability

to any greater extent than the proceeds thereof less selling

expenses, if any, and the shipper and all other parties claiming

an interest in the shipment shall remain liable, jointly and

severally, to the Forwarder, for any deficiency.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_29_____

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16. TIME_LIMITATIONS_OF_CLAIMS_AND_ACTIONS

(A)Receipt by the person entitled to delivery of the

consignment without complaint is prima_facie evidence that the

same has been delivered in good condition and in accordance with

the contract of carriage and shall act as a bar to any claim for

loss or damage of the shipment.

(B) (1)No action shall be maintained in the case of damage

to or partial loss of the consignment unless a written notice

sufficiently describing the consignment concerned, the

approximate date of the damage, and the details of the claim are

presented to an office of Forwarder within fourteen (14) days from

the date of receipt thereof, with privilege to the Forwarder to

make inspection of the shipment, packing and shipping container;

in the case of delay, unless presented within twenty- one (21)

days from the date the consignment is placed at the disposal of

the person entitled to delivery of the consignment; and in the

case of loss (including non-delivery) unless presented within one

hundred and twenty (120) days from the date of issue of the

airbill.

(2)Concealed damage and/or loss discovered by the

consignee after delivery and after a clear receipt has been given

to the Forwarder must be reported in writing to the Forwarder at

destination within three (3) days after delivery of the shipment,

with the privilege to the Forwarder to make inspection of the

shipment, packing and shipping container(s).

(C)The right to damages shall be extinguished if any action

is not brought within two years from the date of the arrival at

destination, or two years from the date on which the consignment

ought to have arrived, or two years from the date on which the

carriage stopped.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_30_____

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17. ROUTING_AND_RE-ROUTING

(A)Forwarder, exercising reasonable diligence in order to

protect all property accepted for transportation, will determine

the routing of all shipments not routed by the shipper.

(B)In the absence of specific contrary instructions by the

shippers on the airbill, including an instruction not to

substitute any other carrier, or that the Forwarder must obtain

the shipper's consent before it substitutes any other carrier,

the Forwarder may divert any shipment, in order to expedite its

delivery, to common carrier surface transportation.

(1)Where a shipment, because of its size, weight or

contents, cannot be accommodated on aircraft over some portion of

its routing; or

(2)Where airlift is unavailable due to weather

conditions beyond the Forwarder's control; or

(3)Where a shipment, in the sole discretion of the

Forwarder, will be delayed because on some portion of its routing

the volume of cargo on hand exceeds the capacity of aircraft

departing within a reasonable time.

The transportation charges shall be the air freight charges from

origin to destination via the route shown on the airbill.

For Explanaton of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_31_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

18. ADVANCEMENT_OF_CHARGES

(A)Upon request of the shipper, beneficial owner or

consignee, the Forwarder will advance the charges for

transportation, cartage, storage, loading, unloading, unpacking,

packaging and processing NOT performed by Forwarder, when a

sufficient guarantee is given by either the consignor or

consignee that such charges will be paid. For each advancement

of charges, the following will be made:

(Applicable only between points in the U.S.)

AMOUNT_ADVANCED CHARGE

Not over $50.00 $2.00

And over $50.00 $0.05 for each dollar

or fraction advanced

(Applicable only between points in the U.S. and points

outside the U.S.)

AMOUNT_ADVANCED CHARGE

Not over $50.00 $5.00

And over $50.00 $0.10 for each dollar

or fraction advanced

(B)Such advancement of charges is at the sole discretion of

the Forwarder and may be subject to governmental restrictions

regarding the transfer or convertibility of funds. The Forwarder

shall not be liable for any damages, delay or otherwise on

account of the Forwarder declining or failing to advance any

charges to any third party or the failure to remit same on

account of any governmental regulation. Forwarder will not

advance charges on any shipment on which payment of charges is

required by Rule 9 unless the amount of such advances has been

deposited in cash with Forwarder.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_32_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

19. PICK-UP_AND_DELIVERY_SERVICE

(A)Pick-up and delivery rates, rules and regulations

published in this tariff apply only in connection with traffic

moving via Carrier's service, and only apply between the points

provided, and only when Carrier or its agent performs the pick-up

or delivery service.

(B)Rates and charges for pick-up and delivery are shown in

Carrier's Schedule.

(C)When a vehicle is held for loading or unloading at the

request of the shipper or consignee, the following charges will

apply after 30 minutes free time has expired:

(1)Per Van (Straight Vehicle) -$80.00 per hour or

$20.00 for each 15 minute increment or part thereof.

(2)Per Tractor & Trailer -$120.00 per hour or $30.00 for

each 15 minute increment or part thereof.

(D)Loading and unloading incidental to pick-up or delivery

service will be performed by one man. Pick-up and delivery

service will not be provided for pieces which cannot be handled

by one man unless advance arrangements have been made, including,

where necessary, the furnishing of additional men and equipment

by the shipper or consignee.

(E)A shipment which through no fault of the carrier cannot

be delivered on the first tender of delivery to the consignee

will be returned to the carrier's terminal and the consignee will

be notified. Re-delivery will be made upon request of the

consignee and, except as provided in this tariff, will be subject

to an additional delivery charge.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_33_____

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_____________________________________________________________________

19. PICK-UP_AND_DELIVERY_SERVICE (Continued)

(F)Pick-up and delivery service will be performed during

normal business hours (between 9 A.M. and 5 P.M. Monday through

Friday, excluding legal holidays). Upon request, the Forwarder

shall arrange for pick-up and delivery services at other hours

subject to the additional charges for such service.

_____________________________________________________________________

20. DELIVERY_REPORTS

(A) (1) (Applicable between points in the United States.)

When a proof of delivery is requested by the shipper or

consignee, Forwarder will furnish a photocopy of the

airbill, freight bill or manifest signed by the consignee.

A service charge of $2.50 (U.S. Currency) will be assessed

for each such photocopy provided by Forwarder in addition to

all other applicable charges.

EXCEPTION: No charges will be assessed when

provided in defense of a written claim.

(2)The time of delivery to consignee will be telephoned

(collect) to the shipper upon his request, subject to the

following provisions:

(3) The airbill presented to the Forwarder at the time

shipment is tendered to the Forwarder must have the statement

"Telephone Delivery Report Requested" entered by the shipper.

(4)A charge of $3.50 (U.S. currency) will be assessed

for such a delivery report.

(B)(1) (Applicable between points in the United States, on

the one hand, and points outside the United States.)

When a proof of delivery is requested by the shipper or

consignee, Forwarder will furnish a photocopy of the airbill,

freight bill or manifest signed by the consignee, or party at the

destination airport entitled to receive the shipment. A service

charge of $10.00 (U.S. currency will be assessed for such

delivery report.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_34_____

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21. DISTRIBUTION_SERVICE

(Applicable only between points within the U.S.A. and between

points in the U.S.A., on the one hand, and points in Puerto Rico,

on the other).

Distribution service will be performed by Forwarder, subject to

the following:

(A)Upon receipt of written instruction to provide

distribution service from the consignor or consignee, or if there

be more than one consignee, from the consignor, no later than the

time of receipt by the Forwarder of the shipment, the Forwarder

will accept a shipment from one consignor, at one time, at one

address, receipted for in one lot, and will segregate the parts

of the shipment at its destination, where the Forwarder will

deliver all of the parts to the consignee or consignees;

provided, however, that if the parts of the shipment are to be

delivered to more than one consignee, the shipment must be

prepaid.

(B)The Forwarder will not perform distribution service in

connection with any shipment which is accorded assembly service.

(C)A service charge for distributing parts of a shipment

will be $1.00 per part, subject to a minimum of $3.00 per

shipment.

(D)A part of a shipment, for purposes of this rule, shall

consist of one package, piece, or bundle, or two or more

packages, pieces, or bundles, delivered by the Forwarder as a

group or unit.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_35_____

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No. RULES AND REGULATIONS

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22. ASSEMBLY_SERVICE

(Applicable only between points within the U.S.A. and between

points in the U.S.A., on the one hand, and points in Puerto Rico,

on the other).

Assembly service will be performed by the Forwarder, subject to

the following:

(A)The Forwarder will accept two or more parts of a shipment

from one or more consignors at point of origin and will assemble

such parts into one shipment for transportation to one consignee

at one destination address, if, no later than the time of receipt

by the Forwarder of the first of the parts to be assembled, the

Forwarder receives written instructions to provide assembly

service for these parts from the consignor or the consignee, or

if there be more than one consignor, from the consignee;

provided, however, that all parts of the shipment other than

those mislaid shall be delivered to the consignee at one time;

and provided, further, that all charges applicable to shipments

receiving assembly service shall be paid by the consignee, if

there be more than one consignor.

(B)All parts of a shipment to be assembled will be tendered

to the Forwarder no later than 24 hours after the receipt of the

first of such parts, and parts received after such 24 hour period

will be transported as separate shipments at the rate or charge

applicable thereto.

(C)The Forwarder will not perform assembly service in

connection with any shipment which is accorded distribution

service.

(D)The service charge for assembling parts of a shipment

will be $1.00 per part, subject to a minimum charge of $5.00 per

shipment.

(E)A part of a shipment, for the purpose of this rule, shall

consist of one package, piece, or bundle, or two or more

packages, pieces, or bundles accepted by the Forwarder as a group

or unit.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_36_____

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No. RULES AND REGULATIONS

_____________________________________________________________________

23. COMPLIANCE

A consignment is acceptable for transportation only when the

rules and regulations of the tariffs and all ordinances and other

government rules and regulations governing the transportation

thereof have been complied with by the shipper, consignee or

owner.

_____________________________________________________________________

24. TERMINAL_TRANSFER_CHARGE (Cargo)

As used in this tariff, Transfer is as follows:

1.The physical handling by machines or manpower of

cargo, from tailgate of delivering_vehicle at terminal to

processing and holding area of terminal.

2.Moving of cargo from terminal, and stowing aboard

ocean carriers container (securing container) and/or to tailgate

of on carrying vehicle.

3.Breaking bulk, at destination, from ocean carriers

container, and transfer to delivering vehicle.

Terminal transfer includes check of marking, measuring, labeling

and the execution of warehouse receipts.

Delivery_vehicle is truck, trailer, rail-car or other type

vehicle, delivering to terminal.

On-carrying_vehicles are the same type, taking cargo from

terminal to points as directed by shipper.

Transfer charges . . . . . . . . . . $1.50 cwt.

Minimum charge. . . . . . . . . . . .$3.00

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_37_____

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No. RULES AND REGULATIONS

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25. CHARGES_FOR_SHIPMENTS_CONTAINING_PIECES_IN_EXCESS_OF

125_INCHES_IN_LENGTH_OR_88_INCHES_IN_WIDTH

(A)Subject to advance arrangements, Forwarder will accept

for transportation shipments containing pieces measuring (a) more

than 125 inches but less than 264 inches in length and/or (b)

more than 88 inches but less than 125 inches in width, subject to

paragraph (B) below.

(B)When such shipments are tendered to the Forwarder for

transportation, the following provisions apply:

(1)Transportation for such shipments will only be

provided on pallets (for dimensions of such pallets, see (B)(4)

below). No rental charge will be assessed the consignor or

consignee by the Forwarder for use of such pallets.

(2)Charges shall be based on the higher of the two

following charges specified, but not less than the charges based

on the applicable minimum weight:

(a)The charge based on the actual weight of the

shipment, but excluding the weight of the pallet; or

(b)The charges based on a weight determined by

using a weight of 3,900 pounds for each pallet [See (B)(4) below]

in the shipment, regardless of the weight of the commodity placed

on each pallet.

(3)A single service charge of $25.00 will be assessed

in addition to all other applicable charges for handling such

shipments on pallets.

(4)The dimensions of the pallets to be used are:

Width: 88 inches

Height: 5/8 inch

Length: 125 inches

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_38_____

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No. RULES AND REGULATIONS

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25. CHARGES_FOR_SHIPMENTS_CONTAINING_PIECES_IN_EXCESS_OF

125_INCHES_IN_LENGTH_OR_88_INCHES_IN_WIDTH_(Continued)

(C)The provisions of Rule No. 3(G) published herein are not

applicable on shipments transported under the provisions of this

rule.

(D)Shipments containing pieces which:

(1)The length of any piece is 264 inches or more, or

(2)The width of any piece is 125 inches or more MAY NOT

BE ACCEPTABLE FOR TRANSPORTATION depending on the destination.

_____________________________________________________________________

26. SHIPMENTS_NOT_ACCEPTABLE

The following articles will not be accepted for carriage by

Forwarder:

(A)Any article or commodity classed as Corrosive Liquid,

Explosive (Class A, B or C), Flammable Compressed Gas, Flammable

Solid, Flammable Liquid, Non-Flammable Compressed Gas, Oxidizing

Material or Poisonous Articles (Class A, B or C) as named in the

United States Code of Federal Regulations part 49, or as defined

as "Dangerous Goods" in accordance with the regulations of IATA

or ICAO.

(B) Animals, live

(D) Human Remains

(E)Money, jewelry, negotiable paper and like valuables,

liquids, fragile or perishable articles.

(F)Shipments requiring accompanying personnel

(G)Shipments requiring special attention or protection

(H)Shipments which require the Forwarder to obtain a

Federal, State or local license for transportation.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A.

DISTRIBUTION BY AIR, INC.

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26. SHIPMENTS_NOT_ACCEPTABLE (Continued)

(I) Fur Wearing Apparel

(J) Wearing Apparel on hangers

(K) Watches

(L)Wigs or hair, when declared value is over $500.00 per

shipment

(M)Art works, including: paintings, prints, lithographs and

sculpture, when the declared value exceeds $1,000.00 per

shipment.

_____________________________________________________________________

27. SHIPMENTS_OF_HAZARDOUS_MATERIALS

Hazardous materials will be accepted only subject to compliance

with the Department of Transportation Hazardous Materials

Regulations Title 49, Code of Federal Regulations.

_____________________________________________________________________

28. MINIMUM_CHARGE

The minimum charge per shipment will be the charge named on the

rate pages in this Tariff or, where not named, the minimum charge

will be the charge for the applicable minimum weight but in any

case not less than $ 15.00.

_____________________________________________________________________

29. SPS_-_SMALL_PACKAGE_SERVICE

Shipments requiring special handling, such as NEXT FLIGHT OUT

type service, will be assessed an additional charge of $50.00 per

shipment or 150% of the existing general commodity rate to the

destined airport, whichever is greater.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A

DISTRIBUTION BY AIR, INC.

AIR_FREIGHT_RULES_TARIFF_NO._2__________________ORIGINAL_PAGE_40_____

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No. RULES AND REGULATIONS

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30. LTL_EXPRESS_SERVICE

LTL Express Service shall apply to those shipments deemed as such

by the shipper on the Forwarder air waybill and conforms to the

following conditions:

(A)Normal airfreight service not required.

(B)Shipment is at least 18 pounds per cubic foot;

otherwise, Rule 3(G) shall apply.

(C)Restricted articles are not part of shipment.

(D)Proper NMFC classificatdion is shown on air waybill

-- otherwise Class 100 shall apply.

31. AIR_EXPRESS_SERVICE

Shipments requiring reserved space on flights will be

assessed an additional charge of 150% of the existing

General Commodity Rate, per shipment, to the destination

airport.

32. EXPRESS_DISTRIBUTION_SERVICE

Minimum charge for Distribution Service exceeding 100

shipments to be delivered overnight by 10 a.m. the next

morning: on shipments weighing less than 50 pounds, a

minimum rate of $75.00 Reserved Air, and $25.00 Special

Delivery will be charged. This rate will be exclusive of

the applicable 100 pound rate assigned to each zone.

For Explanation of Abbreviations & Reference Marks,

Used but not shown hereon, See Page 2 & 2A

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