Memorandum of Understanding

Implementing RFID Truck Tag Program

At the Port of Seattle

This Memorandum of Understanding (“MOU”) is made this ____ day of _____, 2011 between

the Port of Seattle, a Washington municipal corporation (“Port”) and SSA Terminals a ___

corporation, SSA Seattle, a ______ corporation, Total Terminals, Inc., a _____ corporation, and

Eagle Marine Services, Limited a ________ corporation (collectively, the “Lessees”).

WHEREAS, the Port and Lessees entered into lease agreements for container terminal operations

at Terminals 18, 25/30, 46, and 5;

WHEREAS, the parties amended their leases to accommodate the Port’s clean truck program;

WHEREAS, the Lessees desire to enhance the operational efficiency of their container terminals

by installing a system of radio frequency identification (“RFID”) tags on drayage trucks and tag

readers at the terminals; and

WHEREAS, the Port desires to further enhance the effectiveness of its clean truck program by

facilitating the use of the RFID tag system at the container terminals;

NOW THEREFORE, the parties agree as follows:

1. The term of this MOU will be co-terminus with the term of the subscription service the

Port purchases from eModal.com, LLC (“eModal”) that will be used in conjunction with the

RFID program. The MOU will become effective when all the parties execute this MOU and the

Port has entered into its subscription with eModal (“Effective Date”). The term of this MOU

will not exceed five years from the Effective Date.

2. Lessees will install RFID tag readers and the necessary equipment, infrastructure, and

systems compatible with WhereNet RFID tags at their sole cost to make the tag readers

functional at each of their gate entries at their respective container terminals leased from the Port.

3. Lessees will maintain and operate the tag reader system serving their respective Port

container leasehold premises.

4. Lessees will distribute one WhereNet RFID tag to each truck qualified to enter the

terminal in accordance with the lease amendment incorporating the Port’s clean truck program

requirements. Lessees will require the truck owners to purchase one tag per truck. Lessees will

arrange for eModal to reimburse the truck owners for the cost of the tag after the truck has

passed through the tag reader and onto the terminal for the first time to pick up or drop off a

container.

Memorandum of Understanding--RFID

Page 2

5. Lessees will enter into arrangements with eModal for Lessees to reimburse eModal for

eModal’s payment to truck owners for the cost of the RFID tags for six months following the

date when RFID is required at Lessees’ container terminals. No further reimbursements will be

made after the first six months.

6. Neither the Port nor Lessee will have responsibility for the maintenance, replacement, or

substitution of the RFID tags.

7. The Port will enter into and pay for an agreement with eModal for a five year

subscription that provides the following services: eModal will provide a service that creates an

interface between the Terminal Gates System and the Port’s Drayage Truck Registry (DTR) that

will indicate whether or not a truck is qualified under the Port’s Clean Truck Program to enter

the terminals; eModal will give the truckers/trucking companies on file in the DTR the ability to

purchase a tag and eModal will mail the tag to the contact listed in the DTR; and eModal will

provide the Port reports about the DTR trucks accessing the terminals. These measures are

designed to promote marine terminal efficiency and the Port’s Clean Truck Program. The Port

will not pay more than $500,000 for the fee over the five year period.

8. The Port will be responsible for working with eModal to allow the RFID system to

collect the data the Port needs for its Clean Truck Program.

9. The Port will provide a trouble site solely for the purpose of supporting the Port’s clean

truck database system. The trouble site will provide the following services: 1) provide support

to truckers needing to register for the Port’s clean truck program and 2) handle issues related to

the functionality of the RFID tags. The trouble center will not handle issues with the eModal

database or any issues related to gate transactions, which will remain Lessees’ responsibility.

Memorandum of Understanding--RFID

Page 3

SSA TERMINALS SSA SEATTLE

____________________ ______________________

By _________________ By ___________________

Its __________________ Its ____________________

TOTAL TERMINALS, INC. EAGLE MARINE SERVICES, LIMITED

_____________________ ______________________

By __________________ By ____________________

Its ___________________ Its ____________________

PORT OF SEATTLE

_____________________

By __________________

Its ___________________