Unassociated Document


     

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (this "Agreement") is made as of January 13, 2006, by
      and between Radiant Logistics, Inc., a Delaware corporation (the
      "Employer"), and BOHN H. CRAIN (the "Executive").

     

    RECITALS

    


    WHEREAS,
      the Employer considers it essential and in the best interest of the stockholders
      to foster the employment of key management personnel and desires to engage
      the
      services of the Executive on the terms and conditions hereinafter set forth;
      and


     

    WHEREAS,
      Executive desires to render services to the Employer on the terms and conditions
      provided in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto, intending to be legally bound hereby, agree
      as
      follows:

     

    The
      parties, intending to be legally bound, agree as follows:

     

    1.     DEFINITIONS

     

    For
      the
      purposes of this Agreement, the following terms have the meanings specified
      or
      referred to in this Section 1:

     

    "Agreement"
      means this Employment Agreement, as amended from time to time. 

     

    "Basic
      Compensation" shall include all items of base and bonus compensation and
      benefits provided for in Section 3.1 of this Agreement.

     

    "Benefits"
      is defined in Section 3.1(b).

     

    "Board
      of
      Directors" means the board of directors of Employer.

     

    "Change
      of Control" shall be deemed to have occurred if (A) any "Person" (as the term
      "Person" is used in §13(d) and §14(d) of the Securities Exchange Act of 1934),
      except for Executive, becomes, after the date hereof, the beneficial owner,
      directly or indirectly, of securities of Employer representing 50% or more
      of
      the combined voting power of Employer's then outstanding securities; (B) there
      occurs a contested proxy solicitation of Employer's shareholders that results
      in
      the contesting party obtaining the ability to vote securities representing
      50%
      or more of the combined voting power of Employer's then outstanding securities;
      (C) there occurs a sale, exchange, transfer or other disposition of 50% or
      more
      in value of the assets of Employer to another Person or entity, except to an
      entity controlled directly or indirectly by Employer; (D) there occurs a merger,
      consolidation or other reorganization of Employer in which Employer is not
      the
      surviving entity and in which the historic shareholders of Employer continue
      to
      own less than 50% of the outstanding securities of the acquiror immediately
      following the transaction, or a plan of liquidation or dissolution of Employer
      other than pursuant to bankruptcy or insolvency laws is adopted; or (E) during
      any period of twelve consecutive months, individuals who at the beginning of
      such period constituted the Board cease for any reason to constitute at least
      a
      majority thereof unless the election, or the nomination for election by Employer
      shareholders, of each new director was approved by a vote of at least a majority
      of the directors then still in office who were directors at the beginning of
      the
      period. Notwithstanding the foregoing, a "change of control" shall not be deemed
      to have occurred for purposes of this Agreement (i) in the event of a sale,
      exchange, transfer or other disposition of substantially all of the assets
      of
      Employer to, or a merger, consolidation or other reorganization involving
      Employer and Executive, alone or with other officers of Employer, or any entity
      in which Executive (alone or with other officers) has, directly or indirectly,
      at least a 25% equity or ownership interest; or (ii) in a transaction otherwise
      commonly referred to as a "management leveraged buy-out". 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "Code"
      means the Internal Revenue Code of 1986, as amended.

     

    "Disability"
      shall mean once the Executive is unable for the “Disability Period” (as
      hereafter defined) to perform the essential functions of the Executive's duties
      with reasonable accommodation. The disability of the Executive will be
      determined by a medical doctor selected by written agreement of the Employer
      and
      the Executive upon the request of either party by notice to the other. If the
      Employer and the Executive cannot agree on the selection of a medical doctor,
      each of them will select a medical doctor and the two medical doctors will
      attempt to make a determination of disability. If they cannot agree, they will
      select a third medical doctor who will determine whether the Executive has
      a
      disability. The determination of the third medical doctor selected under this
      provision will be binding on both parties. The Executive must submit to a
      reasonable number of examinations by the medical doctor making the determination
      of disability under this provision, and the Executive hereby authorizes the
      disclosure and release to the Employer of such determination and all supporting
      medical records. If the Executive is not legally competent, the Executive's
      legal guardian or duly authorized attorney-in-fact will act in the Executive's
      stead for the purposes of submitting the Executive to the examinations, and
      providing the authorization of disclosure, required under this
      provision.

     

    “Disability
      Period” shall mean 180 consecutive days or 180 days during any twelve (12) month
      period; or such lesser number of days as elapse until disability insurance
      benefits commence under any disability insurance coverage furnished by Employer
      to Executive, if any.

     

    "Effective
      Date" means January 13, 2006.

     

    "Employment
      Period" means the term of the Executive's employment under this Agreement as
      defined in Section 2.2.

     

    "For
      Cause" shall mean: (a) any violation of a law, rule or regulation other than
      minor traffic violations, which causes or is likely to cause material damages
      to
      the Employer, including without limitation, any violation of the Foreign Corrupt
      Practices Act; (b) a breach of fiduciary duty for personal profit; (c) fraud,
      dishonesty or other acts of willful misconduct in the rendering of services
      on
      behalf of the Employer or relating to the Executive's employment; (d) willful
      misconduct by the Executive which would cause the Employer to violate any state
      or federal law relating to sexual harassment or age, sex or other prohibited
      discrimination or any violation of written policy of the Employer or any
      successor entity adopted in respect to such law; (e) failure to follow Employer
      work rules or the lawful instructions (written or otherwise) of the Board of
      Directors of the Employer, provided compliance with such directive was
      reasonably within the scope of the Executive's duties and the Executive was
      given notice that his or her conduct could give rise to termination and such
      conduct is not, or could not be cured, within ten (10) days thereafter; or
      (f)
      any violation by the Executive of the terms of this Agreement; provided,
      however, that in order to terminate Executive For Cause, Employer must first
      provide Executive with thirty (30) days written notice of the particular For
      Cause events alleged by Employer; however, in the event of a For Cause event
      specified at sub-sections (e) and (f) above, the thirty (30) day notice period
      must be accompanied with a right to cure within such thirty (30) day
      period.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    "Good
      Reason" shall mean, unless Executive shall have consented in writing thereto,
      any of the following: (i) a reduction in Executive's title, duties,
      responsibilities or status which are inconsistent with Executive’s position with
      Employer; (ii)
      the
      assignment to Executive of duties inconsistent with the duties normally assigned
      to Persons in offices of similar position to that of Executive; (iii) a
      reduction by Employer in Executive's Basic Compensation; or (iv) the breach
      by
      Employer of any agreement or obligation under this Agreement after notice and
      a
      thirty day right to cure. 

     

     

    "Person"
      means any individual, corporation (including any non-profit corporation),
      general or limited partnership, limited liability company, joint venture,
      estate, trust, association, organization, or governmental body.

     

     

    2.     EMPLOYMENT
      TERMS AND DUTIES

     

    2.1     EMPLOYMENT

     

    Commencing
      on the Effective Date, the Employer agrees to employ the Executive for the
      term
      of this Agreement upon the terms and conditions set forth in this Agreement,
      and
      the Executive agrees to commence employment for Employer also upon the terms
      and
      conditions set forth in this Agreement. 

     

    2.2     TERM

     

    Subject
      to the provisions of Section 6, the Employment Period for the Executive's
      employment under this Agreement will be five (5) years, beginning on the
      Effective Date, and shall be automatically renewed for consecutive one-year
      renewal terms thereafter, unless, not less than sixty (60) days prior to the
      end
      of the original term or any renewal term, either party gives the other party
      written notice of termination of employment which termination shall be effective
      as of the end of such original term or renewal term. In the event of a Change
      of
      Control during the original term or any renewal term, the Employment Period
      for
      the Executive’s employment under this Agreement will be automatically extended
      to a five (5) year term.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    2.3     DUTIES

     

    The
      Executive will serve as the Chief Executive Officer of Employer and will perform
      all duties required in furtherance of his position, including without
      limitation, all such duties as are customarily associated with such position
      or
      such duties as are assigned or delegated to the Executive by the Board of
      Directors. The Executive agrees to perform in good faith and to the best of
      his
      ability all services which may be required of him hereunder and will devote
      his
      full-time efforts and business time, skill, attention and energies as are
      reasonably necessary to perform his duties and responsibilities under this
      Agreement and to promote the success of the Employer's business. Executive
      may
      continue to engage in the following activities: (a) attending board of
      directors' or like meetings of other companies in which Executive or an
      affiliate has invested or in which Executive has been elected to serve, and
      (b)
      managing his personal investments, provided that such activities set forth
      in
      (a) and (b) (individually or collectively) do not in the good faith view of
      Employer’s Board of Director’s materially interfere or conflict with the
      performance of Executive's duties or responsibilities under this
      Agreement.

     

     

    3.     COMPENSATION

     

    3.1     BASIC
      COMPENSATION

     

    (a)
      Base
      Salary.
      The
      Executive will be paid an initial annual base salary of $250,000, subject to
      further adjustment as provided below (the "Base Salary"), which will be payable
      in equal periodic installments according to the Employer's customary payroll
      practices, but no less frequently than monthly. The Executive's Base Salary
      will
      be reviewed by Employer's Board of Directors not less frequently than annually,
      and may be adjusted upward or downward by Employer but in no event will be
      less
      than $250,000 per year.

     

    (b) Bonus.
      Executive
      shall be eligible to receive annual bonus compensation at the discretion of
      Employer's Board of Directors and in accordance with Employer's executive bonus
      or incentive compensation plan that may be in effect from time to time. In
      addition, Executive will be eligible to participate in an annual incentive
      plan
      which will provide an incentive payment based upon achievement of agreed upon
      performance goals. The Compensation Committee of Employer will determine the
      goals to be measured against as well as the target incentive (the "Target
      Incentive"), expressed as a percentage of base salary, to be up to 50% of Base
      Salary, subject to adjustment from time to time. In the event that the Executive
      is employed for a partial year, he shall be entitled to such bonus as declared
      by the Compensation Committee or as set forth in an incentive plan adopted
      by
      the Compensation Committee or Board of Directors, on a prorata basis for that
      period of the year for which he was employed

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (c) Benefits.
      

     

    (i) General
      Benefits.
      The
      Executive will, during the Employment Period, be permitted to participate in
      such pension, profit sharing, bonus (subject to the provisions of Section 3.1
      (b)), life insurance, hospitalization, major medical, and other employee benefit
      plans of the Employer that may be in effect from time to time, to the extent
      the
      Executive is eligible under the terms of those plans (collectively, the
      "Benefits"). The Executive shall also be entitled to such other fringe benefits
      as are now or may become available to all of Employer's other Executive
      officers.

     

    (ii) Life
      and Disability Insurance.
      During
      the term of this Agreement, the Employer shall pay Executive an annual amount
      not to exceed $2,500 per annum (prorated for less than annual periods) to
      reimburse Executive for the cost of Executive securing life or disability
      insurance policies in an amount and to the extent Executive may select.


     

    (iii) Relocation
      and Storage Expense.
      In
      recognition of Executive's possible need to relocate from his present residence,
      Employer agrees to reimburse the Executive for actual out-of-pocket expenses
      incurred in connection with (A) real estate commissions incurred in connection
      with the sale of Executives his present residence and (B) the Executive's
      general moving and relocation. 

     

    (iv) Expense
      Allowance.
      A
      yearly expense allowance of $12,000 (paid monthly or quarterly at the discretion
      of Executive) will be paid by Employer to Executive to pay for an auto allowance
      for the cost of maintaining, insuring and operating one automobile for business
      purposes, dues, assessments and expenses incurred by the Executive relating
      to
      membership or participation in professional or social groups or organizations
      which the Executive determines are useful or necessary for the purpose of
      promoting and maintaining the business of the Company or for other travel and
      entertainment expenses incurred by Executive which he believes are useful or
      necessary for the purpose of promoting and maintaining the business of the
      Company.

     

    3.2     OPTIONS

     

    Employer
      hereby grants to Executive options to purchase up to one million (1,000,000)
      shares of its common stock at an exercise price of $0.50 per share and options
      to purchase up to one million (1,000,000) shares of its common stock at an
      exercise price of $0.75 (the "2005 Options"). The 2005 Options shall be granted
      under and subject to the Employer’s then effective Stock Option Plan and under
      the terms and conditions of the Stock Option Agreement dated as of the Effective
      Date. The 2005 Options shall fully vest upon a Change of Control.

     

    4.     EXPENSE
      REIMBURSEMENT

     

    The
      Employer will pay reasonable expenses incurred by the Executive in the
      performance of the Executive's duties pursuant to this Agreement, including
      without limitation reasonable expenses incurred by the Executive in attending
      conventions, other business meetings and for promotional expenses, provided
      that
      any such activities must be related to Employer's business and all individual
      expenses (or those aggregated for a single convention, seminar or other business
      trip) greater than $5,000 must be approved by either Employer's Chief Financial
      Officer or the Employer’s Compensation Committee (or if Employer has no
      Compensation Committee, its Board of Directors). The Executive must file expense
      reports with respect to such expenses in accordance with the Employer's
      policies.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    5.     VACATIONS
      AND HOLIDAYS

     

    The
      Executive will be entitled to four (4) weeks paid vacation each calendar year
      in
      accordance with the vacation policies of the Employer in effect for its
      Executive officers from time to time. The Executive will also be entitled to
      the
      paid holidays and other paid leave set forth in the Employer's policies.
      Vacation days during any calendar year that are not used by the Executive during
      such calendar year may be used in any subsequent calendar year; provided,
      however, that no more than six (6) weeks' paid vacation may be accrued or
      carried forward. Accrued but unused vacation days will be paid for by Employer
      in certain instances upon the termination of this Agreement as provided for
      in
      Section 6.2 hereafter.

     

    6.     TERMINATION

     

    6.1     EVENTS
      OF
      TERMINATION

     

    The
      Executive's employment pursuant to this Agreement may be terminated by Employer
      on the following grounds:

     

    (a) upon
      the
      death of the Executive;

     

    (b) upon
      the
      disability of the Executive immediately upon notice from either party to the
      other; 

     

    (c) For
      Cause
      (following the expiration of any applicable notice period from Employer to
      Executive); 

     

    (d) at
      the
      discretion of Employer other than For Cause.

     

    The
      Executive may terminate his employment on the following grounds:

     

    (e) without
      Good Reason, provided that Executive gives Employer at least thirty (30) days
      prior written notice of his termination of employment; or

     

    (f) for
      Good
      Reason (following the expiration of any applicable notice period from Executive
      to Employer).

     

    


     

    6.2    TERMINATION
      PAY

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    Effective
      upon the termination of this Agreement, the Employer will be obligated to pay
      the Executive (or, in the event of his death, his designated beneficiary as
      defined below) the compensation provided in this Section 6.2:

     

     

    (a) Termination
      by the Employer For Cause or Termination by Executive Without Good
      Reason.
      If the
      Employer terminates this Agreement for cause or Executive resigns or terminates
      his employment for other than Good Reason, the Executive will be entitled to
      receive his Basic Compensation only through the date such termination is
      effective and any
      current
      and carried-over unused vacation days,
      but
      will not be entitled to any accrued bonus compensation for the calendar year
      during which such termination occurs, however, will be entitled to retain any
      bonus compensation paid prior to such termination. Executive's options will
      be
      treated, in this case, as set forth in any option agreement between Executive
      and Employer. 

     

    (b) Termination
      upon Disability.
      If this
      Agreement is terminated by either party as a result of the Executive's
      Disability, the Employer will continue to pay the Executive his Basic
      Compensation for a period of one (1) year following such termination, set-off
      by
      any disability insurance benefits payable to Executive under any disability
      insurance coverage furnished by the Employer to the Executive. Executive shall
      also be entitled to receive that part of the Executive's accrued bonus
      compensation, if any, for the calendar year during which his Disability occurs,
      prorated through the end of the calendar quarter during which his termination
      is
      effective. If this Agreement is terminated as a result of the Executive's
      Disability, Executive shall fully vest in 100% of all options which Executive
      received in connection with his employment by Employer, and
      Executive shall have the full term of such Options in which to exercise any
      or
      all of them, notwithstanding any accelerated exercise period contained in any
      such Option.

     

    (c) Termination
      upon Death.
      If this
      Agreement is terminated because of the Executive's death, Employer will continue
      to pay Executive's estate his Basic Compensation for a period of one (1) year,
      and that part of the Executive's accrued bonus compensation, if any, for the
      calendar year during which his death occurs, prorated through the end of the
      calendar month during which his death occurs. If this Agreement is terminated
      as
      a result of the Executive's death, Executive shall fully vest in 100% of all
      options which Executive received in connection with his employment by Employer,
      and
      Executive shall have the full term of such Options in which to exercise any
      or
      all of them, notwithstanding any accelerated exercise period contained in any
      such Option.

     

     

       (d)  Termination
      by Executive For Good Reason or Termination by Employer Without Cause Prior
      to a
      Change of Control.
      If prior
      to a Change of Control this Agreement is terminated by Executive for Good
      Reason, or if this Agreement is terminated by Employer other than For Cause
      then
      (i) Employer shall continue to pay to Executive his Basic Compensation
      (including for this purpose the greater of Executive's most recent annual bonus
      or his Target Incentive bonus), for the remaining term under this Employment
      Agreement; and (ii) all options in Employer which Executive received in
      connection with his employment by Employer shall immediately vest and
      Executive shall have the full term of such Options in which to exercise any
      or
      all of them, notwithstanding any accelerated exercise period contained in any
      such Option. 


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (e) Termination
      by Executive For Good Reason or Termination by Employer Without Cause Following
      a Change of Control.
      If
      following a Change of Control this Agreement is terminated by Executive for
      Good
      Reason or by Employer other than For Cause, then Employer shall within ten
      (10)
      days after the date of termination pay to Executive in cash: (i) an amount
      equal
      to 2.99 times Executive's Basic Compensation calculated at the rate in effect
      on
      the date of termination; (ii) current and carried-over unused vacation days;
      and
      (iii) all other amounts to which Executive is entitled, including (A) any bonus
      to which Executive would have been entitled had he remained employed by Employer
      for a period of three (3) years following the date of termination (calculated
      on
      an annual basis as the greater of Executive’s most recent annual bonus or the
      Target Incentive bonus) , (B) any expense reimbursement amounts accrued to
      the
      effective date of termination, and (C) any amounts under any other benefit
      plan
      of the Employer, in each case at the time such payments are due. Also, for
      three
      years following the date of termination, the Employer shall continue to provide
      Executive with all fringe benefits or the economic equivalent thereof he was
      receiving as of the date of termination, including, without limitation, all
      health, life and disability insurance he was receiving immediately prior to
      the
      date of termination, or the economic equivalent thereof, as if he were actually
      employed for that period. . Moreover, any Options held by Executive which were
      not fully exercisable on the date of Executive's termination pursuant to this
      Section 6 shall vest and immediately become fully exercisable by Executive
      upon
      the date of termination, and Executive shall have the following term of such
      Options in which to exercise any or all of them, notwithstanding any accelerated
      exercise period contained in any such Option.

     

    Executive
      shall have the right to elect with respect to the payment to him of 2.99 times
      his annual Compensation pursuant to Section 6.2(e) above to take such payment
      in
      the form of either (x) a single sum payment in cash or (y) securities of the
      Employer equal in value to the amount of such payment, with such securities
      valued for purposes hereof at 75% of the average closing price for the last
      20
      trading days on the principal exchange on which the securities were listed.
      The
      Employer further agrees to include the shares acquired hereunder by Executive,
      at its sole cost and expense, in a Registration Statement to be filed with
      the
      Securities and Exchange Commission providing for the resale of such shares
      in an
      open market or private transaction, within one hundred eighty (180) days after
      the date of the distribution of such shares.

     

    7.     TAX
      INDEMNITY PAYMENTS

     

    (a) Anything
      in this Agreement to the contrary notwithstanding, in the event it shall be
      determined that any payment or distribution by Employer or any affiliates to
      or
      for the benefit of Executive, whether paid or payable or distributed or
      distributable pursuant to the terms of the Agreement or otherwise but determined
      without regard to any additional payments required under this Section 7 (a
      "Payment"), would be subject to the excise tax imposed by Section 4999 of the
      Code or any successor provision (collectively, "Section 4999"), or any interest
      or penalties are incurred by Executive with respect to such excise tax (such
      excise tax, together with any such interest and penalties, are hereinafter
      collectively referred to as the "Excise Tax"), then Executive shall be entitled
      to receive an additional payment (a "Gross-Up Payment") in an amount such that
      after payment by Executive of all taxes (including any interest or penalties
      imposed with respect to such taxes), including, without limitation, any Federal,
      state or local income and employment taxes and Excise Tax (and any interest
      and
      penalties imposed with respect to any such taxes) imposed upon the Gross-Up
      Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise
      Tax imposed upon the Payments.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (b) Subject
      to the provisions of Section 7(b), all determinations required to be made under
      this Section 7, including whether and when a Gross-Up Payment is required and
      the amount of such Gross-Up Payment and the assumption to be utilized in
      arriving at such determination, shall be made by Employer's public accounting
      firm (the "Accounting Firm") which shall provide detailed supporting
      calculations both to Employer and Executive within fifteen (15) business days
      of
      the receipt of notice from Executive that there has been a Payment, or such
      earlier time as is requested by Employer. In the event that the Accounting
      Firm
      is serving as accountant or auditor for the individual, entity or group
      affecting the Change of Control, Executive may appoint another nationally
      recognized public accounting firm to make the determinations required hereunder
      (which accounting firm shall then be referred to as the Accounting Firm
      hereunder). All fees and expenses of the Accounting Firm shall be borne solely
      by the Employer. Any Gross-Up Payment, as determined pursuant to this Section
      7,
      shall be paid by Employer to Executive within five (5) days of the receipt
      of
      the Accounting Firm's determination. If the Accounting Firm determines that
      no
      Excise Tax is payable by Executive, it shall furnish Executive with a written
      opinion that failure to report the Excise Tax on Executive's applicable federal
      income tax return would not result in the imposition of a negligence or similar
      penalty. Any determination by the Accounting Firm shall be binding upon Employer
      and Executive. 

     

    (c) Executive
      shall notify Employer in writing of any claim by the Internal Revenue Service
      that, if successful, would require a payment by Employer, or a change in the
      amount of the payment by Employer, of the Gross-Up Payment and Employer shall
      be
      responsible to make such payment to Employer. Such notification shall be given
      as soon as practicable after Executive is informed in writing of such claim
      and
      shall apprise Employer of the nature of such claim and the date on which such
      claim is required to be paid; provided that the failure to give any notice
      pursuant to this Section 7(c) shall not impair Executive's rights under this
      Section 7 except to the extent Employer is materially prejudiced thereby.
      Executive shall not pay such claim prior to the expiration of the 30-day period
      following the date on which Employee gives such notice to Employer (or such
      shorter period ending on the date that any payment of taxes with respect to
      such
      claim is due). If Employer notifies Executive in writing prior to the expiration
      of such period that it desires to contest such claim, Executive
      shall:

     

    (1)     give
      Employer any information reasonably requested by Employer;

     

    (2)     take
      such
      action in connection with contesting such claim as Employer shall reasonably
      request in writing from time to time, including, without limitation, accepting
      legal representation with respect to such claim by an attorney reasonably
      selected by Employer;

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (3)     cooperate
      with Employer in good faith in order to effectively contest such claim;
      and

     

    (4)     permit
      Employer to participate in any proceedings relating to such claim;

     

    provided,
      however, that Employer shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with such
      contest and shall indemnify and hold Executive harmless, on an after-tax-basis,
      for any Excise Tax or income, employment or other tax (including interest and
      penalties with respect thereto) imposed as a result of such representation
      and
      payment of costs and expenses. Without limitation on the foregoing provisions
      of
      this Section 7(c), Employer shall control all proceedings taken in connection
      with such contest and, at its sole option, may pursue or forgo any and all
      administrative appeals, proceedings, hearings and conferences with the taxing
      authority in respect to such claim and may, at its sole option, either direct
      Executive to pay the tax claimed and sue for a refund or contest the claim
      in
      any permissible manner, and Executive agrees to prosecute such contest to a
      determination before any administrative tribunal, in a court of initial
      jurisdiction and in one or more appellate courts, as Employer shall determine;
      provided further, that if Employer directs Executive to pay such claim and
      sue
      for a refund, Employer shall advance the amount of such payment to Executive
      on
      an interest-free basis and shall indemnify and hold Executive harmless, on
      an
      after-tax basis, from any Excise Tax or income, employment or other tax
      (including interest or penalties with respect to any such taxes) imposed with
      respect to such advance or with respect to any imputed income with respect
      to
      such advance; and provided further, that any extension of the statute of
      limitations relating to payment of taxes for the taxable year of Executive
      with
      respect to which such contested amount is claimed to be due is limited solely
      to
      such contested amount. Furthermore, Employer's control of the contest shall
      be
      limited to issues with respect to which a Gross-Up Payment would be payable
      hereunder and Executive shall be entitled to settle or contest, as the case
      may
      be, any other issue raised by the Internal Revenue Service or any other taxing
      authority.

     

    (d) If,
      after
      the receipt by Executive of an amount advanced by Employer pursuant to Section
      7(c), Executive becomes entitled to receive, and receives, any refund with
      respect to such claim, Executive shall (subject to Employer's complying with
      the
      requirements of Section 7(c)) promptly pay to Employer the amount of such refund
      (together with any interest paid or credited thereon after taxes applicable
      thereto). If, after the receipt by Executive of an amount advanced by Employer
      pursuant to Section 7(c), a determination is made that Executive shall not
      be
      entitled to any refund with respect to such claim and Employer does not notify
      Executive in writing of its intent to contest such denial of refund prior to
      the
      expiration of thirty (30) days after such determination, then such advance
      shall
      be forgiven and shall not be required to be repaid and the amount of such
      advance shall offset, to the extent thereof, the amount of Gross-Up Payment
      required to be paid.

     

    


     

    8.     CHARACTER
      OF TERMINATION PAYMENTS; MITIGATION

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    The
      amounts payable to Executive upon any termination of this Agreement shall be
      considered severance pay in consideration of past services rendered on behalf
      of
      the Employer and his continued service from the date hereof to the date he
      becomes entitled to such payments. Executive shall have no duty to mitigate
      his
      damages by seeking other employment and, should Executive actually receive
      compensation from any such other employment, the payments required hereunder
      shall not be reduced or offset by any such other compensation.

     

    
      	9.  	
                  CONFIDENTIALITY
                AND RELATED MATTERS.

            


    

     

    9.1     NON-DISCLOSURE
      COVENANT

     

    Employer
      and the Executive acknowledge that the services to be performed by the Executive
      under this Agreement are unique and valuable and that, as a result of the
      Executive's employment, the Executive will be in a relationship of confidence
      and trust with Employer and will come into possession of "Confidential
      Information" (i) owned or controlled by Employer and its subsidiaries and
      affiliates; (ii) in the possession of Employer and its subsidiaries and
      affiliates and belonging to third parties; or (iii) conceived, originated,
      discovered or developed, in whole or in part, by the Executive during the term
      of this Agreement and relating to his duties for the Employer under this
      Agreement. As used herein "Confidential Information" means trade secrets and
      other confidential or proprietary business, technical, personnel or financial
      information of Employer, whether or not the Executive's work product, in
      written, graphic, oral or other tangible or intangible forms, including but
      not
      limited to specifications, samples, records, data, computer programs, drawings,
      diagrams, models, consumer names, ID's or e-mail addresses, business or
      marketing plans, studies, analyses, projections and reports, communications
      by
      or to attorneys (including attorney-client privileged communications), memos
      and
      other materials prepared by attorneys or under their direction (including
      attorney work product), and software systems and processes that are not readily
      available to the public, even it is not specifically marked as a trade secret
      or
      confidential, unless Employer advises the Executive otherwise in writing or
      unless the information has been shared by Employer with entities not bound
      by
      non-disclosure agreements. In consideration of the compensation and benefits
      to
      be paid or provided to the Executive by the Employer under this Agreement,
      the
      Executive agrees not to directly or indirectly use or disclose to anyone, either
      during the Employment Period or after the termination of this Agreement, except
      in the performance of his duties of his employment with Employer or with
      Employer's prior written consent, any Confidential Information of Employer.
      This
      non-disclosure covenant does not apply to information that is disclosed or
      becomes public through another source that is not bound by a confidentiality
      agreement with Employer; which Executive is required to disclose pursuant to
      court order, subpoena or applicable law (provided that Executive will use
      reasonable efforts to provide Employer with prompt notice of any such requests
      or requirement so that Employer may seek an appropriate protective order);
      or
      which is disclosed in any proceeding to enforce or interpret this Agreement.
      The
      Executive agrees that in the event of the termination of the Executive's
      employment for any reason, the Executive will deliver to Employer, upon request,
      all property belonging to Employer, including all documents and materials of
      any
      nature pertaining to the Executive's work with Employer and will not take with
      him any documents or materials of any description, or any reproduction thereof
      of any description, containing or pertaining to any Confidential
      Information.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	9.2  	
                  WORK
                MADE FOR HIRE

            


    

     

    Executive
      recognizes and understands that Executive's duties at the Employer may include
      the preparation of materials, including without limitation written or graphic
      materials, and that any such materials conceived or written by Executive shall
      be done as "work made for hire" as defined and used in the Copyright Act of
      1976, 17 U.S.C. §§ 1 et seq.
      In the
      event of publication of such materials, Executive understands that since the
      work is a "work made for hire", the Employer will solely retain and own all
      rights in said materials, including right of copyright.

     

    
      	9.3  	
                  DISCLOSURE
                OF
                WORKS AND INVENTIONS/ASSIGNMENT OF PATENTS


            


    

     

    In
      consideration of the promises set forth herein, Executive agrees to disclose
      promptly to the Employer, or to such person whom the Employer may expressly
      designate for this specific purpose (its "Designee"), any and all works,
      inventions, discoveries and improvements authored, conceived or made by
      Executive during the period of employment and related to the business or
      activities of the Employer, and Executive hereby assigns and agrees to assign
      all of Executive's interest in the foregoing to the Employer or to its Designee.
      Executive agrees that, whenever he is requested to do so by the Employer,
      Executive shall execute any and all applications, assignments or other
      instruments which the Company shall deem necessary to apply for and obtain
      Letters Patent or Copyrights of the United States or any foreign country or
      to
      otherwise protect the Company's interest therein. Such obligations shall
      continue beyond the termination or nonrenewal of Executive's employment with
      respect to any works, inventions, discoveries and/or improvements that are
      authored, conceived of, or made by Executive during the period of Executive's
      employment, and shall be binding upon Executive's successors, assigns,
      executors, heirs, administrators or other legal representatives.

     

    
      	10.  	
                  NON-COMPETITION
                AND NON-SOLICITATION MATTERS

            


    

    


    
      	10.1  	
                  NON-COMPETITION

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    During
      the term of this Agreement the Executive agrees that he shall not work for
      or be
      interested in any business which provides services or products which are
      directly competitive with "primary" services or products offered by the Employer
      or a subsidiary or affiliate of Employer at any time during his term of
      employment or at the Executive's termination date (the “Non-Compete Period”). In
      the event the Executive is terminated For Cause or Executive terminates for
      other than Good Reason, the Non-Compete Period shall be extended until the
      earlier of (i) one year; or (ii) the then scheduled expiration of the term
      of
      the Agreement. In the event the Executive is terminated in a manner in which
      he
      is paid severance, his Basic Compensation is continued, or he is paid a lump-sum
      as though his employment had continued, the Non-Compete Period shall be extended
      through the period of such severance or compensation continuation. For the
      purpose of this Agreement, a product or service shall be deemed "primary" only
      if such service or product constitutes a primary component of the core business
      of Employer on Executive's termination date. For the further purposes of this
      Agreement, the term "work for or be interested in any business" means that
      the
      Executive is a stockholder, director, officer, employee, partner, individual
      proprietor, lender or consultant with that business, but not if (i) his interest
      is limited solely to the passive ownership of five percent (5%) or less of
      any
      class of the equity or debt securities of a corporation whose shares are listed
      for trading on a national securities exchange or traded in the over-the-counter
      market. In the event that any part of this Section 9 is adjudged invalid or
      unenforceable by any court of record, board of arbitration or judicial or quasi
      judicial entity having jurisdiction thereof by reason of length of time,
      geographical coverage, activities covered, or for any other reason, then the
      invalid or unenforceable provisions of this covenant shall be deemed reformed
      and amended to the maximum extent permissible under applicable law and shall
      be
      enforced and enforceable as so amended in accordance with the intention of
      the
      parties as expressed herein.

     

    
      	10.2  	
                  NON-SOLICITATION

            


    

     

    During
      the Non-Compete Period, the Executive also agrees that he will not directly
      or
      indirectly: (i) solicit the trade of, or trade with, any past, present or
      prospective customer of the Employer for any business purpose that directly
      or
      indirectly competes with the business of Employer or a subsidiary or affiliate
      of Employer; or (ii) solicit or induce, or attempt to solicit or induce, any
      employee of Employer to leave Employer for any reason whatsoever, or assist
      or
      participate in the hiring of any employee of Employer to work for another
      entity.

     

    11.     REPRESENTATIONS
      OF EXECUTIVE

     

    As
      a
      material inducement to Employer to execute this Agreement and consummate the
      transactions contemplated thereby, the Executive hereby makes the following
      representations to Employer, each of which are true and correct in all material
      respects as of the date hereof.

     

    
      	11.1  	
                  QUESTIONNAIRE

            


    

     

    On
      or
      before the date hereof Executive has completed and returned to Employer a
      Directors and Officers Questionnaire (the “Questionnaire”) which is true and
      correct in all material respects.

     

    
      	11.2  	
                  NO
                PRIOR AGREEMENTS

            


    

     

    Executive
      represents and warrants that Executive is not a party to or otherwise subject
      to
      or bound by the terms of any contract, agreement or understanding which in
      any
      manner would limit or otherwise affect Executive's ability to perform his
      obligations hereunder, including without limitation any contract, agreement
      or
      understanding containing terms and provisions similar in any manner to those
      contained in Sections 9 and 10 of this Agreement. Executive further represents
      and warrants that his employment with the Employer will not under any
      circumstances require him to disclose or use any confidential information
      belonging to prior Employers or other persons or entities, or to engage in
      any
      conduct which may potentially interfere with the contractual, statutory or
      common-law rights of such other Employers, persons or entities. In the event
      that Executive knows or learns of any facts whatsoever which suggest that such
      interference might arguably occur as the result of any proposed actions by
      either Executive or the Employer, Executive expressly promises that he will
      immediately bring such facts to the Employer’s attention.  

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	11.3  	
                  REVIEW
                BY COUNSEL

            


    

     

    Executive
      expressly acknowledges and represents that Executive has been given a full
      and
      fair opportunity to review this Agreement with an attorney of Executive's
      choice, and that Executive has satisfied himself, with or without consulting
      with counsel, that the terms and provisions of this Agreement, specifically
      including, but not limited to, the restrictive covenant and related provisions
      of Section 10 hereof, are reasonable and enforceable.

     

    
      	11.4  	
                  NO
                CONFLICTS OF INTEREST

            


    

    


    Executive
      covenants that, as of the date hereof, he is not involved in any venture or
      activity that could compete with Employer or which could potentially interfere
      with his ability to perform under this Agreement. During the Term, he will
      disclose to the Company, in writing, any and all interests he may have, whether
      for profit or compensation or not, in any venture or activity which could
      potentially interfere with his ability to perform under this Agreement or create
      a conflict of interest for him with the Company. For purposes of this Section
      11.4 only, "conflict of interest" shall mean ownership of greater than one
      percent (1%) of, or $25,000 worth of equity in, another company which conducts
      business similar to that undertaken by the Employer.

    


    
      	11.5  	
                  EXECUTIVE’S
                ABILITY

            


    

    Executive
      represents that Executive's experience and capabilities, and the limited
      provisions of Section 10, are such that he will not be prevented from earning
      his livelihood in businesses similar to that of Employer. Executive acknowledges
      that there are a significant number of businesses for which his qualifications
      and experience would render him qualified for employment that do not constitute
      a competing businesses such that his ability to become employed after the
      termination or nonrenewal of this Agreement would not be impaired.

     

    


    12.   GENERAL
      PROVISIONS

     

    
      	
            	12.1	
                  INJUNCTIVE
                RELIEF AND ADDITIONAL REMEDY

            


    

     

    The
      Executive acknowledges that the injury that would be suffered by the Employer
      as
      a result of a breach of the provisions of any provision of Sections 9 and 10
      of
      this Agreement would be irreparable and that an award of monetary damages to
      the
      Employer for such a breach would be an inadequate remedy. Consequently Employer
      will have the right, in addition to any other rights it may have, to obtain
      injunctive relief to restrain any breach or threatened breach or otherwise
      to
      specifically enforce any provisions of Sections 9 and 10 of this Agreement,
      and
      the Employer will not be obligated to post bond or other security in seeking
      such relief.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	
            	12.2	
                  WAIVER

            


    

     

    The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by either party in exercising
      any
      right, power, or privilege under this Agreement will operate as a waiver of
      such
      right, power, or privilege, and no single or partial exercise of any such right,
      power, or privilege will preclude any other or further exercise of such right,
      power, or privilege or the exercise of any other right, power, or
      privilege.

     

    
      	
            	12.3	
                  TOLLING
                PERIOD

            


    

     

    The
      non-competition, non-disclosure and non-solicitation obligations contained
      in
      Sections 9 and 10 of this Agreement shall be extended by the length of time
      during which Executive shall have been in breach of any of the provisions of
      such Sections 9 and 10, regardless of whether the Employer knew or should have
      known of such breach.

     

    
      	
            	12.4	
                  EMPLOYER
                VIOLATION NOT A DEFENSE 

            


    

     

    In
      an
      action by the Employer to enforce any provision of this Agreement, any claims
      asserted by Executive against the Employer shall not constitute a defense to
      the
      Employer's action.

     

    
      	
            	12.5	
                  INDEMNIFICATION

            


    

     

    Employer
      shall indemnify and defend Executive and his heirs, executors and administrators
      against any costs or expense (including reasonable attorneys’ fees and amounts
      paid in settlement, if such settlement is approved by the Employer), fine,
      penalty, judgment and liability reasonable incurred by or imposed upon Executive
      in connection with any action, suit or proceeding, civil or criminal, to which
      Executive may be made a party or with which Executive shall be threatened,
      by
      reason of Executive’s being or having been an officer or director, unless with
      respect to such matter Executive shall have been adjudicated in any proceeding
      not to have acted in good faith or in the reasonable belief that the action
      was
      in the best interests of the Employer, or unless such indemnification is
      precluded by law, public policy, or in the judgment of the Employer’s Board of
      Directors, such indemnification is being sought as a result of actions of
      Executive which were either: (i) grossly negligent; (ii) reflective of Executive
      misconduct; (iii) in violation of rules, regulations or laws applicable to
      the
      Employer; or (iv) in disregard of Employer policies.

    


    
      	
            	12.6	
                  NOTICES

            


    

    


    All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by
      hand, (b) sent by facsimile (with written confirmation of receipt), provided
      that a copy is mailed by registered mail, return receipt requested, or (c)
      when
      received by the addressee, if sent by a nationally recognized overnight delivery
      service (receipt requested), in each case to the appropriate addresses and
      facsimile numbers set forth below (or to such other addresses and facsimile
      numbers as a party may designate by notice to the other parties):

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      	
            	
              Ifto
                Employer: 

            	
              Radiant
                Logistics, Inc.

            


    

    1604
      Locust Street

    Philadelphia,
      PA 19103

    Telephone
      No.: 215-545-2863

    Facsimile
      No.: 215.545-2862 

    Attn:
      General Counsel

    


    
      	
            	If
              to Executive:	
              Mr.
                Bohn Crain

              
                185
                  Biddulph Road

                Radnor,
                  PA 19087

              

            


    

    


    


    
      	
            	12.7	
                  ENTIRE
                AGREEMENT; AMENDMENTS

            


    

     

    This
      Agreement and the documents referenced herein, contain the entire agreement
      between the parties with respect to the subject matter hereof and supersede
      all
      prior agreements and understandings, oral or written, between the parties hereto
      with respect to the subject matter hereof. This Agreement may not be amended
      orally, but only by an agreement in writing signed by the parties
      hereto.

     

    
      	
            	12.8	
                  GOVERNING
                LAW

            


    

     

    This
      Agreement will be governed by the laws of the State of Delaware without regard
      to conflicts of laws principles.

     

    
      	
            	12.9	
                  ARBITRATION,
                OTHER DISPUTES.

            


    

     

    In
      the
      event of any dispute or controversy arising under or in connection with this
      Agreement, the parties shall first promptly try in good faith to settle such
      dispute or controversy by mediation under the applicable rules of the American
      Arbitration Association before resorting to arbitration. In the event such
      dispute or controversy remains unresolved in whole or in part for a period
      of
      thirty (30) days after it arises, the parties will settle any remaining dispute
      or controversy exclusively by arbitration in the city in which Employer has
      its
      principal Executive offices in accordance with the commercial arbitration rules
      of the American Arbitration Association then in effect. Judgment may be entered
      on the arbitrator’s award in any court having jurisdiction. All administration
      fees and arbitration fees shall be paid solely by Employer. Notwithstanding
      the
      above, Employer shall be entitled to seek a restraining order or injunction
      in
      any court of competent jurisdiction to prevent any continuation of any violation
      of section 9 or 10 hereof. The prevailing party may recover attorneys’ fees in
      any dispute or controversy arising under or in connection with this
      Agreement

     

    
      	
            	12.10	
                  ASSIGNABILITY,
                BINDING NATURE

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors, heirs (in the case of the Executive) and assigns.
      No rights or obligations of the Executive under this Agreement may be assigned
      or transferred by the Executive other than his rights to compensation and
      benefits, which may be transferred only by will or operation of
      law.

     

    
      	
            	12.11	
                  SURVIVAL

            


    

     

    The
      respective rights and obligations of the parties hereunder shall survive any
      termination of the Executive's employment to the extent necessary to the
      intended preservation of such rights and obligations.

     

    
      	
            	12.12	
                  SECTION
                HEADINGS, CONSTRUCTION

            


    

     

    The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to "Section"
      or "Sections" refer to the corresponding Section or Sections of this Agreement
      unless otherwise specified. All words used in this Agreement will be construed
      to be of such gender or number as the circumstances require. Unless otherwise
      expressly provided, the word "including" does not limit the preceding words
      or
      terms.

     

    
      	
            	12.13	
                  SEVERABILITY

            


    

     

    If
      any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.

     

    
      	
            	12.14	
                  COUNTERPARTS

            


    

     

    This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement. This
      Agreement (and all other agreements, documents, instruments and certificates
      executed and/or delivered in connection herewith) may be executed by facsimile
      signatures, each of which shall be deemed an original copy of this Agreement
      (or
      other such agreement, document, instrument and certificate).

     

    IMPORTANT
      NOTICE:
      THIS AGREEMENT RESTRICTS EXECUTIVE’S RIGHTS TO OBTAIN OTHER EMPLOYMENT FOLLOWING
      HIS EMPLOYMENT WITH THE EMPLOYER. BY SIGNING IT, EXECUTIVE ACKNOWLEDGES THIS
      FACT, AND FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY THE EMPLOYER TO
      READ
      THE AGREEMENT CAREFULLY, AND/OR TO CONSULT WITH COUNSEL OF HIS CHOICE CONCERNING
      THE LEGAL EFFECTS OF SIGNING THE AGREEMENT, PRIOR TO SIGNING
      IT.

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


     

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement as
      of
      the date first written above.

     

    
      	
              WITNESS:

               

               

              _________________________________

              Signature

               

              _________________________________

              Print
                Name

               

              _________________________________

              Address

               

              _________________________________

              Address

            	
              EMPLOYER:

               

              RADIANT
                LOGISTICS, INC.

               

              By: /s/
                Stephen M. Cohen 

                  
Authorized
                Executive
                Officer

            
	 	 
	 	 
	 	
              EMPLOYEE:

               

              /s/
                Bohn H. Crain

              Bohn
                H. Crain

            


    

    


    


    
      
        
        

      

      
        18