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.

_____________________________________________________________________

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

_____________________________________________________________________

RULES AND REGULATIONS RULE NO. PAGE NO.

_____________________________________________________________________

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.

DISTRIBUTION BY AIR, INC.

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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.

_____________________________________________________________________

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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Rule

No. RULES AND REGULATIONS

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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.

_____________________________________________________________________

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.

!DISTRIBUTION BY AIR, INC.

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Rule

No. RULES AND REGULATIONS

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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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Rule

No. RULES AND REGULATIONS

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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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Rule

No. RULES AND REGULATIONS

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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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Rule

No. RULES AND REGULATIONS

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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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Rule

No. RULES AND REGULATIONS

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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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Rule

No. RULES AND REGULATIONS

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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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Rule

No. RULES AND REGULATIONS

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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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No. RULES AND REGULATIONS

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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.