EXHIBIT 10.17

GE Commercial Finance
Commercial & Industrial Finance

                                                                    CONFIDENTIAL

August 22, 2005

Mr. Laurence Levy
Rand Acquisition Corporation
450 Park Avenue
New York, NY 10022

Re: Commitment Letter - Lower Lakes Acquisition Financing

Dear Mr Levy:

GE Commercial & Industrial Finance, Inc. ("CIF" or "Lender") is pleased to offer
its commitment to provide up to US$28.0  million of financing (the  "Financing")
to Lower  Lakes  Towing  Ltd.,  Grand  River  Navigation  Inc.  and Lower  Lakes
Transportation  Company Inc. (each individually  referred to as "a Borrower" and
collectively  as  "Borrowers"),  on the terms and subject to the  conditions set
forth in this letter  (together with Schedule A attached hereto and incorporated
herein,  the "Commitment  Letter").  It is contemplated  that the financing will
consist of up to US$5.5MM  (with a portion to be available in C$) Senior Secured
Revolving  Credit  Facility  ("Revolver")  and a US$22.5MM (with a portion to be
available in C$) Senior Secured Term Loan ("Term  Loan").  The allocation of the
Term Loan will be split  between Lower Lakes Towing Ltd. at the C$ equivalent of
US$18.5MM,  and Grand River Navigation Inc. at US$4.0MM. The final allocation of
the Revolver  between US dollar and Canadian dollar will be determined  prior to
closing.

See Schedule A attached  hereto for a summary of the terms and conditions of the
Financing.

By signing this Commitment  Letter,  regardless of whether the Financing closes,
Rand Acquisition  Corporation  ("Rand") jointly and severally agrees to pay upon
demand to CIF all fees and expenses  (including but not limited to all costs and
fees of  legal  counsel  (reasonable),  environmental  consultants,  appraisers,
auditors and other  consultants  and advisors)  incurred in connection with this
letter, and the Financing (and documentation thereof), plus actual out-of-pocket
expenses in connection with the conduct of CIF's due diligence.

The expenses referred to in the immediately  preceding paragraph will be charged
against the Initial  Underwriting  Deposit paid under the Proposal  Letter dated
July 29, 2005 (the "Proposal  Letter") between CIF and you. CIF will monitor the
progress of  expenses  incurred  and  reserves  the right to request  additional
deposit funds once such incurred  expenses are no longer  covered by the Initial
Underwriting  Deposit. The balance of the Initial Underwriting Deposit (plus any
additional  deposits),  net  of the  expenses  referred  to in  the  immediately
preceding  paragraph and any other amounts any Borrower owes Lender, will be (i)
applied to the fees owing by any Borrower at closing if the Financing  closes or
(ii)  retained by CIF as a fee if the  Financing  does not close by December 15,
2005,  whether as a result of your  election  for any reason not to do  business
with  CIF  or a  failure  to  fulfill  any  of the  conditions  of the  proposed
Financing.

CIF's  commitment  under this Commitment  Letter is subject to the execution and
delivery  of final  legal  documents  acceptable  to CIF and its counsel and the
satisfactory  completion  of its  legal  due  diligence.  If  through  such  due
diligence or otherwise we obtain  information  which we believe has had or could
have a Material  Adverse Effect (as defined in Schedule A attached  hereto),  or
which  indicates that any information  used by us in our financial  analysis and
approval was  materially  inaccurate  or contained  material  omissions,  we may
decline to provide the Financing.

      General Electric Capital Corporation
      200 King Street West, Suite 1812
      P.O.B0X 45
      Toronto, Ontario M5H 3T4   T 416 591 2800
      Canada                     F 416 591 2755

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<PAGE>

Borrowers hereby consent to and authorize CIF to perform all background, credit,
judgment, lien and other checks and searches as CIF deems appropriate.

This Commitment Letter is being provided to you on the condition that, except as
required  by law,  neither it nor its  contents  will be  disclosed  publicly or
privately  except  to those  individuals  who are your  officers,  employees  or
advisors who have a need to know of them as a result of their being specifically
involved in the Financing  and then only on the condition  that such matters may
not be further disclosed. None of such persons shall, except as required by law,
use  the  name  of,  or  refer  to,  CIF  or  any  of  its   affiliates  in  any
correspondence,  discussions, advertisement, press release or disclosure made in
connection with the Financing without the prior written consent of CIF.

Regardless of whether the Financing closes,  each Borrower jointly and severally
agrees  to  indemnify  and  hold  CIF and  its  affiliates,  and the  directors,
officers,  employees,  and  representatives  of any of them,  harmless  from and
against all claims,  expenses (including,  but not limited to, attorneys' fees),
damages,  and  liabilities  of any kind which may be  incurred  by, or  asserted
against,  any such person in connection with, or arising out of, this Commitment
Letter, the Financing, any transactions  contemplated thereby, any other related
financing,  documentation,   disputes  or  environmental  liabilities,  and  any
investigation,  litigation,  or proceeding related to any such matters. Under no
circumstances  shall CIF or any of its  affiliates  be liable for any  punitive,
exemplary, consequential, or indirect damages which may be alleged in connection
with this  Commitment  Letter,  the  Financing,  any  transactions  contemplated
thereby, or any other financing.

Upon the  effectiveness  of this  Commitment  Letter in accordance with the last
paragraph  below,  the commitment of CIF hereunder  shall remain in effect until
the earlier of: (a) December  15,2005,  or (b) CIF's written notice to Rand that
any term or condition  described herein will not or cannot be fulfilled to CIF's
satisfaction in its sole discretion,  and that CIF has terminated its commitment
hereunder by reason thereof. Notwithstanding the expiration or termination of GE
Capital's  commitment  hereunder,  the provisions set forth herein regarding the
Underwriting    Deposit,   fee   and   expense    reimbursement,    indemnities,
confidentiality  and waiver of jury  trial  shall  survive  such  expiration  or
termination.

By your  acceptance of this  Commitment  Letter,  you agree that this Commitment
Letter  supersedes  any and all  discussions,  negotiations,  understandings  or
agreements,  written or oral,  express or implied,  between or among the parties
hereto,  GE Capital,  CIF and any other person as to the subject  matter hereof,
including,  without  limitation,  the Proposal  Letter,  which is hereby  merged
herein. THIS COMMITMENT LETTER MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ACTUAL
OR ALLEGED PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT UNDERSTANDINGS OR AGREEMENTS OF
THE PARTIES,  WRITTEN OR ORAL,  EXPRESS OR IMPLIED,  OTHER THAN A WRITING  WHICH
EXPRESSLY  AMENDS OR SUPERSEDES  THIS  COMMITMENT  LETTER.  ALL OTHER  WRITINGS,
INCLUDING,  WITHOUT LIMITATION,  THE PROPOSAL LETTER, ISSUED BY CIF TO YOU PRIOR
TO THE DATE HEREOF,  ARE NULL AND VOID AND OF NO EFFECT.  THERE ARE NO UNWRITTEN
ORAL UNDERSTANDINGS OR AGREEMENTS BETWEEN THE PARTIES.

THIS COMMITMENT  LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE INTERNAL  LAWS OF THE STATE OF NEW YORK WITHOUT  REFFERENCE TO ANY OTHERWISE
APPLICABLE OF CONFLICTS OF LAW PRINCIPLES.

By your acceptance of this Commitment Letter, you hereby provide your consent to
CIF  (subject to consent  also being  obtained  from  Borrowers)  to file in any
jurisdiction at any time prior to the closing of the Financing initial financing
statements (as well as amendments  thereto)  covering all or any portion of each
Borrowers' assets.

This Commitment  Letter may be executed in counterparts,  each of which shall be
deemed an original and all of which  counterparts  shall  constitute one and the
same document.  Delivery of an executed signature page of this Commitment Letter
by facsimile  transmission shall be effective as delivery of a manually executed
counterpart hereof.

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                                      -2-
<PAGE>

THE  PARTIES  HERETO  WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,  SUIT,  OR
PROCEEDING  BROUGHT  TO ENFORCE  OR DEFEND  ANY  RIGHTS OR  REMEDIES  UNDER THIS
COMMITMENT  LETTER OR ANY OF THE  DOCUMENTATION  EXECUTED IN CONNECTION WITH THE
FINANCING.

To become  effective  and  create a binding  commitment  by CIF to  provide  the
Financing on the terms and subject to  conditions  set forth in this  Commitment
Letter,  this Commitment  Letter must be accepted by you and a signed copy of an
original  returned to us, at or before  5:OO p.m.  (New York Time) on August 25,
2005.

Sincerely.

GE COMMERCIAL & INDUSTRIAL FINANCE, INC.


By: /s/ Dan Billard
    --------------------------------
Name: Dan Billard
Title: Senior Vice President

AGREED AND ACCEPTED THIS 22 DAY OF AUGUST, 2005.

Rand Acquisition Corporation


By: /s/ Laurence Levy
    --------------------------------
Name: LAURENCE LEVY
Title: CHAIRMAN

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                                      -3-
<PAGE>

                                                                      SCHEDULE A

                                   TERM SHEET

BORROWERS:             Lower   Lakes   Towing  Ltd.   ("Towing"),   Grand  River
                       Navigation Inc. ("Grand") and Lower Lakes  Transportation
                       Company  Inc.  ("Transportation")  will be the  borrowers
                       under the proposed Financing (each individually  referred
                       to as "a Borrower" and collectively as "Borrowers"), each
                       of  which  upon   consummation  of  the  Acquisition  and
                       Restructuring  referred  to below will be a  wholly-owned
                       subsidiary of Rand Acquisition Corporation ("Rand") or of
                       a holding  company  formed and owned by Rand (the  direct
                       parent of each  Borrower is herein  after  referred to as
                       "parent").  A portion of the Financing  will be domiciled
                       in  Canada  and a  portion  in the  US,  with  the  final
                       structure to be determined prior to closing.

GUARANTORS:            Each  Canadian   resident  Borrower  (and  each  Canadian
                       resident affiliate or subsidiary  thereof, as applicable)
                       will  guarantee the  obligations  of each other  Canadian
                       resident Borrower (if any) under the Financing,  and each
                       US resident  Borrower (and each US resident  affiliate or
                       subsidiary  thereof,  as  applicable)  and its parent (or
                       Rand  if  Rand  is  the  parent)   will   guarantee   the
                       obligations   of  each  US  Borrower  and  each  Canadian
                       Borrower under the Financing.  All such  obligations will
                       be  cross-defaulted  to  each  other  and  to  all  other
                       material  indebtedness  of  a  Borrower  or  any  of  its
                       subsidiaries.  All US resident Borrower obligations shall
                       be    cross-collateralized    with    each    other   and
                       cross-collateralized  by such Borrower's  parent (or Rand
                       if Rand is the parent) and all Canadian Resident Borrower
                       obligations shall be cross-collateralized with each other
                       and  cross-collateralized  by each such Borrower's parent
                       (or Rand if Rand is the parent).

LENDERS:               General Electric Capital Corporation, and with respect to
                       the loans to Towing,  a Canadian  resident  affiliate  of
                       General Electric Capital Corporation.

Agent:                 General Electric Capital Corporation.

USE OF PROCEEDS:       For  refinancing  existng  indebtedness of the Borrowers,
                       working  capital  and  other  corporate  purposes  to  be
                       determined.  The refinancing of Borrower  indebtedness to
                       occur in conjunction with the acquisition of Borrowers by
                       Rand and its  transitory  acquisition  subsidiary  (or by
                       another beneficially  wholly-owned subsidiary of Rand, as
                       may be  applicable),  distribution  of US Borrowers  from
                       Towing to Rand and  amalgamation of Towing and transitory
                       subsidiary,   all  in  accordance   with  Stock  Purchase
                       Agreements  between  Rand,   transitory   subsidiary  and
                       Borrowers (the "Acquisition and Restructuring").

CLOSING DATE:          The  parties  will  endeavor  to  close  at the  earliest
                       possible  date,  but in any event to close no later  than
                       December  15,  2005.  CIF's  commitment  pursuant to this
                       Commitment Letter and Term Sheet will be null and void if
                       closing has not occurred by December 15, 2005.

REVOLVING CREDIT FACILITY

C$ REVOLVER AMOUNT:    Up to  US$[.]MM (to be established prior to Closing).
                       [Note: currency conversion to be done at closing exchange
                       rates]

C$ REVOLVER
BORROWER:              Towing

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Page 2
Of Schedule A

US$ REVOLVER
AMOUNT:                Up to  US$[.]MM (to be established prior to Closing).
                       [Note: Total amount of Revolving  Credit Facility (C$
                       plus US$ Amounts) not to exceed US$5.5MM]

US$ REVOLVER
BORROWER:              Transportation

TERM:                  5 Years.

LENDING FORMULA:       Subject  to a  Borrowing  Base  of up to 85% of  eligible
                       accounts receivable  (Borrowing Base for each Revolver to
                       be   determined   from   respective   Canadian   resident
                       Borrowers' and US resident  Borrowers'  eligible  account
                       receivables).  Lender would retain the right from time to
                       time to adjust  advance  rates,  standards of eligibility
                       and reserves  against  availability  (including,  but not
                       limited to, reserves for priority claims).

                       A Seasonal Overadvance  Subfacility will be available for
                       general working capital purposes where availability under
                       the  Borrowing   Base  is   insufficient   to  meet  cash
                       requirements of the Borrowers'.  For greater clarity, the
                       Seasonal Overadvance  Subfacility is available beyond the
                       company's  Borrowing Base.  Availability for the Seasonal
                       Overadvance  Subfacility  is based  upon the lesser of i)
                       US$2.0 million or ii) 75% of the Fair Market Value of the
                       vessels  owned by  Towing,  Grand  and any  affiliate  or
                       subsidiary  thereof less the  outstanding C$ and US$ term
                       loans  (determined  in US$ based on exchange  rate at the
                       date of  determination)  and  any  preferred  liens.  The
                       Seasonal  Overadvance  Subfacility will only be available
                       in the  months of April and May each year.  The  Seasonal
                       Overadvance  Subfacility  will be  available in each year
                       unless a default has occurred and is continuing under the
                       Facility or applicable borrower expressly notifies Lender
                       in  writing   that  it  does  not  wish  to  access  this
                       subfacility  for such  year.  For  greater  clarity,  the
                       US$2.0  million  Seasonal   Overadvance   Subfacility  is
                       included  in  the  Lenders'   aggregate   US$5.5  million
                       Revolving Credit Facilities  commitment  amount, and does
                       not constitute any additional commitment amount.

TERM LOAN

C$ TERM L0AN
AMOUNT:                Up to 75% of Fair  Market  Value  ("FMV") of the  vessels
                       owned by Towing and any affiliate or  subsidiary  thereof
                       (M/V  Cuyahoga;   S/S  Saginaw;   M/V   Mississagi;   S/S
                       Michipicoten)  less any priority  liens,  to a maximum of
                       the C$ equivalent of US$18.5MM.

                       By way of  indication,  the FMV of the  Canadian  vessels
                       (M/V  Cuyahoga;   S/S  Saginaw;   M/V   Mississagi;   S/S
                       Michipicoten) is US$30.1MM based on a March/05  appraisal
                       report  prepared  for the Lender (to be updated  prior to
                       close - see Conditions to Closing).

                       [Note: currency conversion to be done at closing exchange
                       rates]

C$ TERM
LOAN BORROWER:         Towing

US$ TERM LOAN
AMOUNT:                Up to 75% of Fair Market  Value of the  vessels  owned by
                       the US resident  Borrowers (M/V  Invincible;  M/V Maumee;
                       M/V Calumet) less any priority liens, to a maximum amount
                       of US$4.0MM.

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Page 3
Of Schedule A

                       By way of  indication,  the  FMV of the US  vessels  (M/V
                       Invincible;  M/V Maumee;  M/V Calumet) is US$8.35MM based
                       on a March/05  appraisal  report  prepared for the Lender
                       (to  be  updated  prior  to  close  - see  Conditions  to
                       Closing).

US$ TERM
LOAN BORROWER:         Grand

TERM:                  Expiring five (5) years from the date of closing.

AMORTIZATION:          Quarterly  principal  payments in the amount of 10% (year
                       1), 12% (years 2-5) and a balloon  payment at maturity of
                       42%.

                       The  C$  Term  Loan  will  have  annual  amortization  as
                       follows:

                       ---------------------------------------------------------
                             Year                   Annual Principal Payments
                       ---------------------------------------------------------
                              1                 CDN $ equivalent of US$1,850,000
                             2-5                CDN $ equivalent of US$2,220,000
                        Maturity Date           CDN $ equivalent of US$7,770,000
                                                              plus
                                                any Remaining Outstanding Amount
                       ---------------------------------------------------------

                       Note: The CDN $ equivalent amount of the payments will be
                             established  on the  date of  closing  based on the
                             exchange rate prevailing at that time.

                       US$ Term Loan will have annual amortization as follows:

                       ---------------------------------------------------------
                             Year                   Annual Principal Payments
                       ---------------------------------------------------------
                              1                            US$400,000
                             2-5                           US$480,000
                        Maturity Date            US$1,680,000 plus any Remaining
                                                       Outstanding Amount
                       ---------------------------------------------------------

                       If the Revolvers  were  terminated,  the Term Loans would
                       immediately be due and payable in full.

GENERAL TERMS AND CONDITIONS APPLICABLE TO REVOLVER & TERM LOAN

FLOATING INTEREST
RATE INDEX:            For Canadian  Dollar Loans in Canada:  C$ Prime, BA or BA
                       equivalent.  The BA equivalent  will be an annual rate of
                       interest   applicable   to   30-day   Canadian   Banker's
                       Acceptance Rate ("BA").

                       For US Dollar Loans in the US: At Borrower's option, 1, 2
                       or 3-month reserve-adjusted LIBOR, or US$ Prime rate.

FLOATIING INTEREST
RATE:                  The interest rate would be based on the Floating Interest
                       Rate Index plus the Applicable Margin.

APPLICABLE MARGIN:

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Page 4
Of Schedule A

                       The Credit  Facilities will have an applicable  margin of
                       300 basis  points  for BA, BA  equivalent  loans or LIBOR
                       loans; and 200 basis points for US$ Prime or C$ Prime.

                       Interest on the Credit Facilities will be payable monthly
                       in  arrears  and  would be  calculated  on the basis of a
                       365-day year (360-day year for LIBOR advances) and actual
                       days elapsed.

                       From and after the  occurrence  of a  default,  a default
                       rate of  interest  equal  to an  additional  two  percent
                       (2.00%) per annum over the rate otherwise applicable will
                       be payable on demand and the LIBOR  pricing  option shall
                       not be available to Borrowers.

SECURITY:              Lender  will  receive a fully  perfected  first  priority
                       security  interest  in  all  of the  existing  and  after
                       acquired real and personal tangible and intangible assets
                       (including all intellectual  property) of each Borrower's
                       parent (or Rand if Rand is the parent), each Borrower and
                       its  subsidiaries,  if  any,  and all  proceeds  thereof,
                       except with respect to after acquired assets permitted to
                       be acquired pursuant to the credit agreement and financed
                       by a third party. All of the Lender's  collateral will be
                       free and clear of other liens,  claims and  encumbrances,
                       except those acceptable to Lender.  All of the issued and
                       outstanding  capital  stock of each US  Borrower  and its
                       subsidiaries  and  of  parent  (if  parent  is a  holding
                       company owned by Rand),  together with a limited recourse
                       guarantee  from Rand if  required  to support a pledge of
                       the stock of Borrowers or an intermediate holding company
                       parent of Borrowers (as  applicable),  will be pledged to
                       the Lender and the Lender's  Canadian resident Lender. As
                       well, all of the issued and outstanding  capital stock of
                       each  Canadian  Borrower  and  its  subsidiaries  will be
                       pledged to the Lender's Canadian  resident  affiliate and
                       up to 65% of the issued and outstanding  capital stock of
                       each Canadian Borrower will be pledged to the Lender.

                       The Canadian dollar and US dollar  denominated  Revolvers
                       and Term Loans will be cross-defaulted.  In addition, the
                       US   denominated   Term   Loan  and   Revolver   will  be
                       cross-collateralized.

SINKING FUND
PROVISIONS:            Sinking Fund A:

                       At the end of each month  starting  in July of each year,
                       Excess Cash Flow for the month (after  revolver loans are
                       fully paid  down) is to be  deposited  in a sinking  fund
                       blocked account  (Sinking Fund A) to be available to fund
                       capex  (drydock  and  winter  work)  requirements  of the
                       current  fiscal year.  This provision is subject to there
                       being cash balances in the Borrowers'  operating accounts
                       (ie.  outside the blocked  sinking fund  account),  after
                       giving effect to such deposit to Sinking Fund A, equal to
                       US$1.0MM plus the amount of preferred share dividends and
                       senior principal  payments  remaining to be paid prior to
                       year-end.

                       Such  amounts  deposited  in the  Sinking  Fund A blocked
                       account  during the months of July through  December will
                       be  released  at the  end of  December,  to be  available
                       (together  with  operating cash flow generated in January
                       through March and any funds  released from Sinking Fund B
                       per  below)  to  fund  capex   requirements  in  January,
                       February and March.

                       Sinking Fund B:

                       To be  established  as a  reserve  to help  cover  future
                       years'  capex  (drydock  and winter  work)  requirements,
                       specifically  FY2007,  FY2008  and  FY2009.  A  total  of
                       US$3.5MM is to be deposited in the Sinking Fund B blocked
                       account and subsequently released at the end of

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Page 5
Of Schedule A

                       December 2006  (US$l.0MM),  December 2007  (US$1.5MM) and
                       December 2008 (US$1.0) to fund capex in January,  Feb and
                       March of of each of these fiscal years.

                       An initial  amount of US$2.0MM  will be  deposited at the
                       date of closing to Sinking  Fund B from the cash  closing
                       proceeds (see our Appendix I - Sources & Uses of Funds at
                       Close).  The remaining  US$1.5MM will be deposited at the
                       end  of   March/06,   provided   there   was   sufficient
                       consolidated  Excess Cash Flow  generated in the year (if
                       there was not sufficient consolidated Excess Cash Flow to
                       make the full  US$1.5MM  deposit  in  March/06,  then the
                       remaining  portion is to be  deposited  in March/07  from
                       consolidated Excess Cash Flow of that year, and similarly
                       in March/08 if still required).

                       For each year, the amount to be deposited to Sinking Fund
                       B at the end of March will be determined  based on Excess
                       Cash Flow for the year as  calculated at the end of March
                       from management prepared unaudited financial  statements.
                       Once the audited  statements are available in June, and a
                       fresh  calculation  of Excess  Cash Flow is made based on
                       these audited statements,  any required adjustment to the
                       Sinking Fund B balance would be done at that time.

                       Excess  Cash flow is defined  as EBITDA of the  Borrower,
                       minus capex  (excluding  capex funded by disbursements of
                       funds   released   from  Sinking  Fund  B),  cash  taxes,
                       scheduled  and  mandatory  principal   repayments,   cash
                       interest  payments,  semi-annual cash dividends to parent
                       or  Rand to  service  Preferred  Equity  and  changes  in
                       non-cash working capital.

FEES:                  In addition to the Underwriting Deposit described in the
                       Proposal Letter, the following fees (where applicable,
                       calculated on the basis of a 360-day year and actual days
                       elapsed) will be payable:

                       A Closing Fee of two percent (2.0%) will be due and
                       payable at closing (fully earned and non-refundable).

                       An Unused Line Fee equal to one-half percent (0.50%) per
                       annum calculated on the basis of a 365-day year and
                       actual days elapsed on the average unused daily balance
                       of the Revolver, payable monthly in arrears.

                       Administrative Agency Fee equal to US $20,000 per annum,
                       payable annually in advance on the closing date and on
                       each anniversary thereof.

                       Lender will determine prior to close the allocation of
                       Closing Fees and Administrative Agency Fees between US
                       dollar and Canadian dollar denominated facilities.

FINANCIAL REPORTING:   Monthly and Quarterly:  Internally prepared  consolidated
                       and consolidating  financial  statements of each Borrower
                       and   Parent.    Yearly:    Audited    consolidated   and
                       consolidating  financial  statements of each Borrower and
                       Parent  (including any management  letter)  prepared by a
                       accounting  firm  acceptable  to  Lender,  as  well as an
                       annual  approved  operating plan  including  monthly cash
                       flow  projections and excess  borrowing  availability for
                       the   following   year.  As  required:   Borrowing   Base
                       Certificate,  collateral reports,  projections,  and such
                       other  information and reports  requested by Lender.  All
                       reports and financial  statements to be in form and scope
                       acceptable to Lender.

PREPAYMENT PREMIUMS:
                       Prepayment  premium,   payable  in  the  event  that  the
                       Financing  is  terminated  (voluntarily,  upon default or
                       otherwise) prior to the first  anniversary of the closing
                       date equal to the

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Page 6
Of Schedule A

                       total  committed  amount of the  Revolver  and the amount
                       being prepaid on the Term Loan multiplied by 1%.

TRANSACTION EXPENSES:
                       All  documented  out  of  pocket   transaction   expenses
                       incurred  by  Lender,  including,  but  not  limited  to,
                       appraisals,   expenses  of  counsel   (reasonable),   due
                       diligence, lien searches, environmental audits, insurance
                       review and security filings,  would be for the account of
                       Borrowers.

ENVIRONMENTAL
LIABILITY:             Lender will require Borrowers to indemnify  Lender, in a
                       form acceptable to Lender,  from any and all liabilities,
                       costs   and   expenses   resulting   from   any  and  all
                       environmental  damages,  risks or  hazards  and any legal
                       proceedings, claims, etc. as a result of an environmental
                       related  action or incident  with  respect to  Borrower's
                       property.

FINANCIAL COVENANTS:
                       Financial  covenants  satisfactory to Lender  (calculated
                       quarterly  on a  trailing  12-month  basis)  to  include,
                       without  limitation:  minimum  fixed  charge  coverage of
                       1.2x, maximum senior debt to EBITDA of 2.5x in FY2006 and
                       FY2007,  and  2.25x  thereafter,  minimum  EBITDA  [to be
                       mutually agreed to prior to closlng].

                       Ability  to utilize  remaining  Excess  Cash Flow  (after
                       Sinking Fund B deposit  requirements  are met)  annnually
                       (calculated  upon receipt of Borrowers'  fiscal  year-end
                       financial  audits) to distribute  dividends  after Senior
                       Debt to EBITDA  leverage has dropped below 2.0x and Fixed
                       Charge  Coverage  is greater  than 1.3x,  and  subject to
                       applicable law.  Dividends to parent or Rand necessary to
                       service  Preferred  Equity  interest  in Rand will not be
                       subject to the foregoing  financial covenants (other than
                       the  separate  financial  covenants  referred  to in  the
                       previous  paragraph,  breach of which would  constitute a
                       default under the credit agreement) and will be permitted
                       provided no event of default under loan documents is then
                       existing  or would  result  from such  dividends  and the
                       payment thereof complies with applicable laws.

CONDITIONS TO CLOSING:

                       Lender's obligation to close the Financing and to make an
                       initial   funding   there  under  at  closing   shall  be
                       conditioned  upon   satisfaction  (in  Lender's  and  its
                       counsel's   sole   discretion)   of  certain   conditions
                       precedent as are  customary  for  financings of this type
                       and otherwise  deemed  appropriate by the Lender for this
                       transaction  in its sole  discretion,  including  but not
                       limited to the following:

                 o     Acceptable final documentation.

                 o     Acceptable   cash  management   systems,   including  the
                       establishment of lockbox account arrangements, with daily
                       sweeps of cash to Lender.

                 o     Minimum  excess  availability  at  closing  (based  on  a
                       borrowing  base  determined  by Lender in its sole credit
                       judgment)  [TBD],  on a pro  forma   basis  after  giving
                       effect to initial  advances  (including  closing  costs),
                       past due taxes  and  accounts  payable  more than 60 days
                       past due.

                 o     No violation of  applicable  law,  decrees,  and material
                       agreements.

                 o     Corporate  structure,   capital  structure,   other  debt
                       instruments,  all documents  relating to  Acquisition and
                       Restructuring,    material   contracts,   and   governing
                       documents of Rand

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Of Schedule A

                       Acquisition  Corporation,  Borrowers and affiliates,  and
                       tax effects  resulting from Acquisition and Restructuring
                       to be acceptable.

                 o     Payment by Borrower of fees and Transaction Expenses, and
                       any other amount due hereunder.

                 o     Management  structure,  composition of board of directors
                       and  board   selection   procedures   to  be   reasonably
                       acceptable,  with the Lender to be  reasonably  satisfied
                       regarding the status of continuation of management.

                 o     All  relevant  debt and  other  documents,  intercreditor
                       agreements,  equity or stockholder agreements,  incentive
                       or  employment  agreements,   tax  agreements  and  other
                       material agreements to be acceptable.

                 o     Satisfactory   subordination   and  postponement  of  all
                       indebtedness  of  Borrowers  and  any  guarantor  to  any
                       related party (e.g.,  a shareholder,  affiliate,  member,
                       partner, director,  officer, family member, etc.) and all
                       liens  securing  any such  indebtedness  (or, at Lender's
                       option, all such liens shall be waived or extinguished).

                 o     Completion of all  environmental  and legal due diligence
                       (including    collateral    audit,    asset   appraisals,
                       environmental  audit and  background,  credit,  judgment,
                       lien and reference  checks and searches on (i) Borrowers,
                       (ii)  their   respective   shareholders,   officers   and
                       directors, (iii) each guarantor and (iv) all other credit
                       parties) with results satisfactory to Lender.

                 o     Satisfactory   verification   of   accounts   receivable,
                       including   completion  of  an  audit  to  determine  the
                       liquidity of accounts receivable, the available borrowing
                       base based on such liquidity analysis and the application
                       of liquidity factors determined by Lender.

                 o     Purchaser  price for  Borrowers  not to exceed  US$54.0MM
                       plus a working capital adjustment (including repayment of
                       Borrowers'  existing  debt  to GE  and  subordinate  debt
                       lenders) and aggregate fees and closing costs  (including
                       those  payable to GE Capital) not to exceed an additional
                       US$3.0MM.  Acquisition documents,  structure and terms to
                       be otherwise acceptable.

                 o     Purchase  price to be funded  through:  (i)  proceeds  of
                       US$24.1MM  in new cash equity  from Rand and  proceeds of
                       not less than US$15.0MM 7 3/4 Preferred Equity (cash pay,
                       semi-annually   subject   to  no   events   of   default)
                       contributed  at  closing  with all  terms  acceptable  to
                       Lender  (such  proceeds to be applied to  purchase  price
                       payable to seller and then to repayment of existing  debt
                       with  balance of equity  proceeds  to be  contributed  to
                       Borrowers), and (ii) proceeds of the proposed Senior Debt
                       Facility  (such  proceeds  shall  be  used to  repay  the
                       Borrowers'  debt).  See  Appendix I,  Sources and Uses of
                       funds at close.

                 o     Minimum of  US$2.OMM  to be  deposited  at  closing  into
                       Sinking  Fund B from  closing  date equity  contributions
                       referred to above.

                 o     Total indebtedness of Borrowers (including the Financing)
                       at closing not to exceed US$24.0MM.

                 o     Satisfaction  with the terms of the management  incentive
                       agreement between management and Rand.

                 o     Senior Funded Debt to EBITDA at close not to exceed 2.75x
                       based  on  March  2005  trailing   twelve  month  results
                       (calculated  on  a  combined  basis   including   Towing,
                       Transportation and Grand).

                 o     Lender shall have  received the  re-casting of historical
                       financials  according  to  US  GAAP  by  Deloitte,  to be
                       satisfactory to GE.

                 o     Lender  shall have  received  confirmation  of  projected
                       dry-dock   and    winterwork    schedule/expenses    with
                       satisfactory  amounts,  as per Appraiser's report to Rand
                       (or otherwise as Appraiser may be engaged directly by the
                       Lender),

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Of Schedule A

                 o     Updated   desktop   appraisal   of   vessels   (Appraisal
                       engagement from Lender) with satisfactory values.

                 o     Lender  shall  have   received  in  form  and   substance
                       satisfactory   to  Lender  legal  opinions  from  outside
                       counsel to the Borrowers.

                 o     Satisfactory evidence of solvency.

                 o     Necessary   or   appropriate   waivers  and  consents  of
                       governmental entities and third parties.

                 o     Insurance protection to be acceptable including Lender to
                       be additional insured and loss payee, as appropriate. All
                       insurance  policies  to  provide  for 30 days  notice  to
                       Lender  prior  to  cancellation,  material  amendment  or
                       non-renewal.

                 o     With  respect to any real estate  collateral,  receipt of
                       title  insurance  policies  in  amount,  form and from an
                       issuer satisfactory to Lender.

                 o     As of the  closing  date,  there  shall not have been any
                       fact,  event or  circumstance  that,  alone or when taken
                       with other  events or  conditions  occurring  or existing
                       concurrently with such event or condition,  (a) has or is
                       reasonably  expected to have a material adverse effect on
                       the  business,   operations,   condition   (financial  or
                       otherwise), assets, liabilities, prospects, or properties
                       of any  Borrower;  (b) has or is  reasonably  expected to
                       have any  material  adverse  effect  on the  validity  or
                       enforceability  of  any  loan  document;  (c)  materially
                       impairs or is reasonably  expected to  materially  impair
                       the  ability  of any  Borrower  to pay  and  perform  its
                       obligations;  (d)  materially  impairs  or is  reasonably
                       expected  to  materially  impair the ability of Lender to
                       enforce its rights and remedies  under any loan document;
                       or (e) has or is reasonably expected to have any material
                       adverse  effect  on  Lender's  collateral,  the  liens of
                       Lender in such  Collateral  or the priority of such Liens
                       (collectively, a "Material Adverse Effect").

CONDITIONS TO FUNDING:

                       The  making of any  advance  shall also be subject to but
                       not limited to (a) the  accuracy  of all  representations
                       and warranties, (b) no default or event of default at the
                       time or after giving effect to the making of such advance
                       and  (c)  the  absence  of  any  adverse  change  in  the
                       condition (financial or otherwise),  properties, business
                       or operations of any Borrower or any Guarantor.

OTHER TERMS AND CONDITIONS:
                       (All to be satisfactory to Lender and its counsel)

                 o     Semi-annual  desktop appraisal of vessels,  to be done by
                       an  appraiser  acceptable  to  the  Lender  (costs  to be
                       covered out of annual administration fee).

                 o     General  and  collateral  releases  from  prior  lenders;
                       customary    corporate    and   estoppel    certificates;
                       landlord/mortgagee/bailee/consignee/offset waivers.

                 o     Transactions  with  officers,  directors,  employees  and
                       affiliates will be limited.

                 o     Limitations on indebtedness and capital  expenditures (to
                       be  governed  by annual  budgets to be approved by Lender
                       acting reasonably).

                 o     Restrictions  on acquisitions  (including  acquisition of
                       new vessels) and investments.

                 o     Restrictions on additional indebtedness and encumbrances,
                       subject to permitted  limits for PMSI's and the like,  to
                       be agreed to prior to closing.

                 o     No  merger,  sale or  material  change  in  ownership  or
                       control of  Borrowers,  or of a  material  portion of its
                       stock or assets.

                 o     Rights of: Inspection;  access to facilities,  management
                       and auditors.

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Of Schedule A

                 o     Customary yield protection provisions, including, without
                       limitation,    provisions   as   to   capital   adequacy,
                       illegality,  changes  in  circumstances  and  withholding
                       taxes.

                 o     Customary  mandatory  prepayment (to be negotiated)  upon
                       disposition  of  assets  and upon  sale of equity in each
                       case applied to prepay  installments  of the Term Loan in
                       inverse order of maturity.

                 o     Events of default including:

                          i.    Change of control of the Borrower;

                          ii.   Any  covenant   default   (including   financial
                                covenant defaults);

                          iii.  Failure to provide financial reporting;

                          iv.   All Revolving  Credit  Facilities and Term Loans
                                are fully cross-defaulted;

                          V.    Default  if at any  time a) the  aggregate  Term
                                Loans  outstanding of Towing and Grand exceed b)
                                75% of the  Fair  Market  Value  of the  vessels
                                owned by Towing and Grand (and any subsidiary or
                                affiliate   of  Towing  or   Grand),   less  any
                                preferred  liens  against the  vessels  owned by
                                Towing and Grand; and

                          vi.   Other  events of  default  that are  customarily
                                found in credit agreements for similar financing
                                by Agent,  as well as any others  determined  by
                                Agent to be  appropriate  in the  context of the
                                proposed financing.

                          vii.  Lender syndication/assignment rights.

                 o     Governing law - New York

                 o     The loan documents will contain such other conditions
                       precedent, affirmative, negative and financial covenants,
                       representations and warranties, indemnities, events of
                       default, remedies and other provisions, as required by
                       Lender, including those customarily required by Lender in
                       similar financings

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