Exhibit 4.7


 


THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE
SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO
A THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 30,
1997, A REGISTRATION RIGHTS AGREEMENT DATED JUNE 2, 1997 AND A SUBSCRIPTION
AGREEMENT EACH DATED AS OF DECEMBER 31, 1997, COPIES OF WHICH ARE ON FILE AT
THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON
REQUEST TO THE SECRETARY OF THE COMPANY. 
SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION
RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR
CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF
COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT AND THAT SUCH SHARES OF
COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER
PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS. ANY SALE, ASSIGNMENT, TRANSFER OR
OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS
OTHER THAN IN ACCORDANCE WITH SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS
AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE
NULL AND VOID.


 


THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE
SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN
REGISTERED OR QUALIFIED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). ANY STATE SECURITIES LAW OR ANY FOREIGN SECURITIES OR OTHER
APPLICABLE FOREIGN LAW OF ANY JURISDICTION OUTSIDE THE UNITED STATES, AND SUCH
WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT. ANY
APPLICABLE STATE SECURITIES LAW AND ANY APPLICABLE FOREIGN SECURITIES OR OTHER
APPLICABLE FOREIGN LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.


 


No. 77


Warrant to Purchase


600 Shares Dated


as of December 31, 1997


 


WARRANT


 


To Purchase Common Stock of


 


INTERNATIONAL LOGISTICS LIMITED


 


	
  Purchase
  Price of Common Stock:

  	
   

  	
  Purchase
  price per share

  
	
   

  	
   

  	
  as
  set forth below

  
	
   

  	
   

  	
  (subject
  to adjustment as

  
	
   

  	
   

  	
  described
  herein).

  



 





















 


THIS WARRANT CERTIFIES that, for value
received, Abe Ranish, or registered assigns is, subject to the terms and
conditions set forth herein, entitled, on the date hereof, and prior to the
close of business in Chicago, Illinois on the Expiration Date (as defined
herein), to purchase 600 shares of Common Stock in International Logistics
Limited, a Delaware corporation (the “Company”) at a purchase price per
share equal to $60.00 (U.S.) (the “Warrant Purchase Price”) upon
surrender of this Warrant at the
principal office of the Company,
and payment of such purchase price by bank cashier’s check, certified check,
wire transfer or by a cashless exercise as set forth in Section 2.B.2. below.


 


This Warrant is issued by the Company in
connection with the execution of the Employment Agreement (as defined herein).
The terms and conditions of the Warrant are set forth herein. Any capitalized
terms used herein and not defined herein shall have the meanings set forth in
the Stockholders Agreement (as defined herein).


 


SECTION 1


 


Definitions


 


“Business Day”
means any day other than
a Saturday, a Sunday, or any day on which commercial banks in the city of
Chicago, Illinois are authorized or required by law to close.


 


“Common Stock” means (i) any shares of
the Common Stock of the Company, $.001 par value per share, authorized on the
date of the original issue of this Warrant or (ii) in the event that the
outstanding Common Stock is hereafter changed into or exchanged for different
stock or securities of the Company, such other stock or securities.


 


“EBITDA” for any period shall mean the
net income (loss) of the Company for such periods on a consolidated basis as
reported on the Company’s audited consolidated financial statements before
deductions for interest, income taxes, depreciation and amortization as
determined in accordance with United States generally accepted accounting
principles consistently applied by the Company.


 


“Employment Agreement” means the
Employment Agreement dated as of the date hereof, as amended, by and between
Matrix and the Executive.


 


“Executive” means Abe Ranish.


 


2





















 


“Expiration Date” means November 7,
2006.


 


“Fair Market Value” shall mean the
fair market value of the Company's Common Stock as determined in good faith by
the board of directors of the Company on a fully-diluted basis without regard
to liquidity or size relative to the number of shares outstanding; provided
that such valuation shall ascribe value to warrants as the amount, if any, by
which the value of the Common Stock underlying the warrant shall exceed the
aggregate exercise price related thereto.


 


“Initial Public Offering” means the
first underwritten public offering of Common Stock by the Company pursuant to a
registration of shares under the Securities Act on a Form S-1 Registration
Statement (or equivalent or successor form).


 


“Matrix”
means Matrix International Logistics, Inc.


 


“Registration Rights Agreement” means
the Registration Rights Agreement dated as of June 2, 1997 by and among the
Company and each of the Investors listed on Exhibit A thereto, as the same may
be amended from time to time.


 


“Securities Act” means the Securities
Act of 1933, as amended and as the same may be amended from time to time.


 




	
  “Stockholders Agreement” means the Third Amended and Restated
  Stockholders Agreement dated as of September 30, 1997, by and among the
  Company and each of the other Holders listed on Exhibit A thereto, as the
  same may be amended from time to time.

  






 


“Trading Price” means the trading
price for each such trading day:  (a) if
the Common stock is traded on a national securities exchange in the United
States of America, its last reported sale price on the preceding Business Day
on such national securities exchange or, if there was no sale on that day, the
last reported sale price on such national securities exchange on the next
preceding Business Day on which there was a sale, all as made available over
the Consolidated Last Sale Reporting System of the CTA Plan (the “CLSRS”)
or, if the Common Stock is not then eligible for reporting over the CLSRS, its
last reported sale price on the preceding Business Day on such national
securities exchange or, if there was no sale on that day, on the next preceding
Business Day on which there was a sale on such exchange or (b) if the principal
market for the Common Stock is the over-the-counter market in the United States
of America, but the Common Stock is not then eligible for reporting over the
CLSRS. but the Common Stock is quoted on the National Securities Dealers Automated
Quotations System (“NASDAQ”), the last sale price reported on NASDAQ on
the


 


3





















 


preceding Business Day or, if the Common Stock is an issue for which
last sale prices are not reported on NASDAQ, the closing bid quotation on such
day, but in each of the next preceding two cases, if the relevant NASDAQ price
or quotation did not exist on such day, then the price or quotation on the next
preceding Business Day in which there was such a price or quotation.


 


“Warrant Purchase Price” has the
meaning assigned to that term in the introductory paragraph hereof.


 


“Warrant Shares” means the shares of
Common Stock purchased or purchasable by the Warrantholder upon the exercise of
the Warrant pursuant to Section 2 hereof.


 


“Warrantholder” means the registered
holder of the Warrant and any related Warrant Shares.


 


SECTION 2


 


Exerecise


 


A.                                   General.


 


The Warrantholder shall be entitled to
exercise the Warrant on the first Business Day immediately following the date
hereof, in whole or in part, at any time or from time to time on or before 5:00
p.m., Chicago, Illinois time, on the Expiration Date; provided, however,
that the Warrant shall be subject to vesting on the following basis;


 


(i)  if audited
EBITDA is greater than or equal to $33.8 million for the fiscal year ending
December 31, 1998, then this Warrant shall become vested as to 200 Warrant Shares
on April 1, 1999;


 


(ii)  if audited EBITDA is  greater than or
equal to $43.3 million for the fiscal year ending December 31, 1999, then this
Warrant shall become vested as to 200 Warrant Shares as to which it had not
been previously vested on April l, 2000; and


 


(iii)  if audited EBITDA is greater than or equal to
$50.0 million for the fiscal year ending December 31, 2000, then this Warrant
shall become vested as to 200 Warrant Shares as to which it had not been
previously vested on April 1, 2001.


 


Notwithstanding anything to the contrary contained herein, if the
Executive’s employment with Matrix is terminated without cause by


 


4





















 


Matrix pursuant to Section 5 (d) of the Employment Agreement, then any
previously unvested portions of this Warrant shall automatically be deemed to
be fully vested, provided that in the event that the Executive is terminated
pursuant to Section 5(d) of the Employment Agreement following December 31 of
any year with respect to which EBITDA targets are set forth above but prior to
April 1 of the following year and the Company does not achieve the EBITDA target
set forth above for such year, the unvested portion of this Warrant that would
have vested on such April 1 shall not be deemed to have vested and shall expire.
Any portion of this Warrant that does not vest on the applicable vesting date
because the Company does not achieve the specified EBITDA targets will expire
and shall in no event be exercisable by Executive.  The Warrant is not exercisable as to
fractions of shares. Unvested portions of the Warrant shall be forfeited and
cancelled as of the Date of Termination (as defined in Section 5(h) of the
Employment Agreement) if at any time (i) the Executive’s employment with the
Company is terminated as a result of death or disability pursuant to Sections
5(a) and (b), respectively, of the Employment Agreement, (ii) the Executive’s
employment with the Company is terminated for cause pursuant to Section 5(c) of
the Employment Agreement or (iii) the Executive’s employment with the Company
is terminated as a result of the voluntary resignation of the Executive pursuant
to Section 5(e) of the Employment Agreement.


 


B.                                     Manner of Exercise.  The
Warrantholder may exercise the vested portion of the Warrant, in whole or in
part, by either of the following methods:


 


1.                                       The Warrantholder shall complete one of the Subscription
Forms attached hereto, and deliver it to the Company, at its principal offices
located at 330 S. Mannheim Road, Hillside, Illinois, 60162, Attention:  Chief Executive Officer (or at such other
location as the Company may designate by notice in writing to the Warrantholder),
together with the Warrant and either a certified check, a bank cashier’s check
or wire transfer, in an amount in U.S. Dollars equal to the then aggregate Warrant
Purchase Price of the shares of Common stock being purchased; or


 


2.                                       The Warrantholder may, alternatively at its election,
exercise this Warrant, in whole or in part, in a “cashless” exercise by
delivering to the Company, at its principal offices located at 330 S. Mannheim
Road, Hillside, Illinois, 60162, Attention: 
Chief Executive Officer (or at such other location as the Company may
designate by notice in writing to the Warrantholder), (i) one of the
Subscription Forms attached hereto, which notice shall specify the number of
Warrant Shares to be delivered to such Warrantholder and the number of Warrant


 


5





















 


Shares with respect to which this Warrant is being surrendered in
payment of the aggregate Warrant Purchase Price for the Warrant Shares to be
delivered to the Warrantholder, and (ii) the Warrant. For purposes of this
cashless exercise provision, each Warrant Share as to which the Warrant is
surrendered will be attributed the following per share value;  (i) prior to an Initial Public Offering, at
the Fair Market Value; or (ii) subsequent to an Initial Public Offering, a
value per share equal to the average Trading Price of the Company’s Common
Stock for the twenty (20) preceding trading days ending on the day prior to the
date on which the request for cashless exercise is received by the Company.  Cashless exercises shall be permitted only to
the extent that such exercise is permitted by the terms of the Company’s
indebtedness. Notwithstanding the foregoing, commencing on the day after the Initial
Public Offering through the twentieth trading day following the Initial Public
offering, the Warrantholder shall not be permitted to make a cashless exercise
pursuant to this Section.


 


Upon receipt thereof by the Company in a form
duly completed in compliance with the terms of this Warrant, the Warrantholder
shall be deemed to be a holder of record of the shares of Common Stock
specified in said Subscription Form, and the Company shall, as promptly as
practicable, and in any event within ten (10) Business Days thereafter, execute
and deliver or cause to be delivered to the Warrantholder a certificate or certificates
representing the aggregate number of shares of Common Stock specified in said
Subscription Form.  Each stock
certificate so delivered shall be registered in the name of the Warrantholder
or such other name as shall be designated by the Warrantholder, subject to
compliance with federal and state securities laws, the securities and other
applicable laws of  the
jurisdiction of residence of the Warrantholder or any transferee and the
provisions of Section 4 (a) hereof as to the transfer of Warrant Shares.
At no time shall the Company be required to issue any Common Stock pursuant
hereto if such issuance would violate any applicable federal, state or foreign
securities laws. Before being required to issue any Common Stock to the
Warrantholder or in the name of any person other than the registered
Warrantholder, the Company may require the Warrantholder (i) to execute a
subscription agreement in form and substance similar to the subscription
agreement executed in connection with the issuance of this Warrant or (ii) if
the Warrantholder is unable to execute such subscription agreement in a form
reasonably acceptable to the Company, to provide, at the Warrantholder’s
expense, an opinion of counsel satisfactory to the Company that any such
issuance is exempt from registration or qualification under the federal and
state securities laws and the securities and other applicable laws of the jurisdiction
of residence of the Warrantholder or any transferee.  If the Warrant shall have been


 


6





















 


exercised only in part, the Company shall, at the time of delivery of
said stock certificate or certificates, deliver to the Warrantholder a like
Warrant representing the right to purchase the remaining number of shares
purchasable thereunder. The Company shall pay all expenses, taxes and other
charges payable in connection with the preparation, execution and delivery of
stock certificates pursuant to this Section 2, except that, in case such
stock certificates shall be registered in a name or names other than the name
of the Warrantholder, funds sufficient to pay all stock transfer taxes which
shall be payable upon the execution and delivery of such stock certificate or
certificates shall be paid by the Warrantholder to the Company at the time of
delivering the Warrant to the Company as mentioned above.


 


C.                                     Transfer Restriction Legend. The Warrant and each certificate for
Warrant Shares issued upon exercise or conversion of the Warrant, unless at the
time of exercise or conversion such Warrant Shares are registered under the
Securities Act, shall bear the legends described in Section 10(a) of the
Stockholders Agreement.


 


SECTION 3


 


Ownership and Exchange of the Warrant


 


A.                                   Registered Holder.  The
Company may deem and treat the person in whose name the Warrant is registered
as the holder and owner thereof (notwithstanding any notations of ownership or
writing thereon made by anyone other than the Company) for all purposes and
shall not be affected by any notice to the contrary, until presentation of the
Warrant for exchange as provided in this Section 3.


 


B.                                     Exchange
and Replacement.  The
Warrant is exchangeable upon the surrender thereof by the Warrantholder to the
Company at its principal offices for a new Warrant or Warrants of like tenor
and date representing in the aggregate the right to purchase the number of
shares purchasable hereunder, each new Warrant to represent the right to
purchase such number of shares as shall be designated by the Warrantholder at
the time of surrender. The Company will issue a replacement certificate for the
Warrant upon the loss, theft, destruction or mutilation thereof pursuant to Section
10(b) of the Stockholders Agreement.  The  Warrant
shall be promptly canceled by the Company upon the surrender thereof in
connection with any exchange or replacement. Except as set forth in the
Stockholders Agreement, the Company shall pay all expenses, taxes (other than
stock transfer taxes) and other charges payable in connection with the
preparation, execution and delivery of the Warrant pursuant to this Section
3.


 


7





















 


SECTION 4


 


Transfer of Warrant or Warrant Shares


 


A.                                   General Provisions.  The
Warrant shall not be transferable. The related Warrant Shares shall not be
transferable except in accordance with the terms and conditions specified in
the Stockholders Agreement. The Company shall not, and shall not permit any
transfer agent or registrar for any shares of the Company’s capital stock to,
transfer upon the books of the Company any shares of the Company’s capital
stock originally issued hereunder or pursuant hereto in any manner except in
accordance with this provision or the terms and provisions of the Stockholders
Agreement, and any purported transfer not in compliance herewith or the
Stockholders Agreement shall be null and void.


 


B.                                     Registration Rights.  The
Company has agreed to provide certain piggyback registration rights in respect of
the Warrant Shares, the terms and conditions of which are set forth in the
Registration Rights Agreement.  Upon any
transfer of any Warrant Shares in accordance with the provisions of the
Stockholders Agreement (other than transfers made after an initial public
offering) the registration rights pertaining thereto may be transferred,
pursuant to the terms and provisions of Section 10 of the Registration
Rights Agreement, upon giving notice to the Company and by the transferee’s
agreement to be bound by the provisions of the Stockholders Agreement.


 


SECTION 5


 


Anti-Dilution Provisions


 


A.                                     Stock Splits and Reverse Splits.  In
the event that the Company shall at any time subdivide its outstanding shares
of Common Stock into a greater number of shares, the Warrant Purchase Price in
effect immediately prior to such subdivision shall be proportionately reduced
and the number of Warrant Shares purchasable pursuant to this Warrant and the
number of Warrant Shares as to which this Warrant may become vested at any time
thereafter pursuant to section 2.A hereof in each case immediately prior to
such subdivision shall be proportionately increased, and conversely, in the
event that the outstanding shares of Common Stock of this Company shall at any
time be combined into a smaller number of shares, the Warrant Purchase Price in
effect immediately prior to such combination shall be proportionately increased
and the number of Warrant Shares purchasable upon the exercise of this Warrant
and the number of


 


8





















 


Warrant Shares as to which this Warrant may become vested at any time
thereafter pursuant to Section 2 hereof in each case immediately prior to such
combination shall be proportionately reduced. 
Except as provided in this Section 5.A, no adjustment in the
Warrant Purchase Price and no change in the number of Warrant Shares
purchasable or becoming vested shall be made under this Section 5 as a
result of or by reason of any such subdivision or combination.


 


B.                                       Reorganization
and Asset Sales.  Subject to the terms and provisions in the
Stockholders Agreement, if any capital reorganization or reclassification of
the capital stock of the Company, or any consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of its assets
to another corporation, shall be effected in such a way that holders of Common
Stock shall be entitled to receive stock, securities or assets with respect to
or in exchange for Common Stock, then the following provisions shall apply:


 


1.                                       As a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provisions shall be made
whereby the Warrantholder shall thereafter have the right to purchase and
receive upon the terms and conditions specified in this Warrant and in lieu of
the Warrant Shares immediately theretofore receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of Warrant Shares immediately
theretofore so receivable had such reorganization, reclassification,
consolidation, merger or sale not taken place and the provision of Section 2 as
to the vesting of Warrant Shares shall also be adjusted accordingly.


 


2.                                       In the event of a merger or consolidation of
the Company with or into another corporation as a result of which a number of
shares of Common Stock of the surviving corporation greater or lesser than the
number of shares of Common Stock of the Company outstanding immediately prior
to such merger or consolidation are issuable to holders of Common Stock of the Company,
then the Warrant Purchase Price in effect immediately prior to such merger or
consolidation shall be adjusted in the same manner as though there were a
subdivision or combination of the outstanding shares of Common Stock of the
Company.


 


C.                                     Notice of Adjustment.  Whenever
the Warrant Purchase Price and the number of Warrant Shares issuable upon the
exercise of this Warrant and the number of Warrant Shares that may become
vested thereafter shall be adjusted as herein provided, or the rights of the
Warrantholder shall change by reason of other


 


9





















 


events specified herein, the Company shall compute the adjusted Warrant
Purchase Price and the adjusted number of Warrant Shares in accordance with the
provisions hereof and shall prepare a certificate signed by its President, Vice
President, Treasurer or Secretary setting forth the adjusted Warrant Purchase
Price and the adjusted number of Warrant Shares issuable upon the exercise of
this Warrant and the number of Warrant Shares that may become vested thereafter
or  specifying
the other shares of stock, securities or assets receivable as a result of such
change in rights, and showing in reasonable detail the facts and calculations
upon which such adjustments or other changes are based, including a statement
of the consideration received or to be received by the Company for, and the
amount of, any Common Stock, options and convertible securities issued since
the last such adjustment or change (or since the date hereof in the case of the
first adjustment or change). The Company shall cause to be mailed to the
Warrantholder copies of such officer’s certificate together with a notice
stating that the Warrant Purchase Price and the number of Warrant Shares
purchasable upon exercise of this Warrant and the number of Warrant Shares that
may become vested thereafter have been adjusted and setting forth the adjusted
Warrant Purchase Price and the adjusted number of Warrant Shares purchasable
upon the exercise of this Warrant.


 


SECTION 6


 


Notices


 


All notices, requests and other
communications hereunder must be in writing and will be deemed to have been
duly given only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following addresses or
facsimile numbers:


 


If to the Company, to:


 


International Logistics Limited


330 S. Mannheim Rd.


Hillside, Illinois 60612


Facsimile No.:  (708) 547-4524


Attn: Chief Executive Officer


 


10





















 


with a copy to:


 


Milbank, Tweed, Hadley & McCloy


601 S. Figueroa St.,


Suite 3100


Los Angeles, California 90017


Facsimile No.:  (213) 629-5063


Attn: Eric H. Schunk, Esq.


 


If to the Warrantholder, to:


 


Abe Ranish


Matrix CT, Inc.


1321 Harbor Bay Parkway


Suite 200


Alameda, CA 94502


 


with a copy to:


 


Winthrop, Stimson, Putnam & Roberts


One Battery Park Plaza


New York, New York 10004-1490


Attn: Kenneth E. Adelsberg, Esq.


 


All such notices, requests and other communications will (i) if
delivered personally to the
address as provided in this Section 6, be deemed given upon delivery,
(ii) if delivered by facsimile transmission to the facsimile number as provided
in this Section 6, be deemed given upon receipt, and (iii) if delivered
by mail in the manner described above to the address as provided in this Section
6, be deemed given upon receipt. Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other party hereto.


 


SECTION 7


 


No Rights as Stockholder;
Limitation of Liability


 


The Warrant shall not entitle the
Warrantholder to any of the rights of a stockholder of the Company.  No provision hereof, in the absence of
affirmative action by the Warrantholder to purchase shares of Common Stock, and
no mere enumeration herein of the
rights or privileges of the Warrantholder, shall give rise to any liability of
the Warrantholder for the Warrant Purchase Price or as a stockholder of the
Company, whether such liability is  asserted
by the Company or by creditors of the Company.


 


11





















 


SECTION 8


 


Company Representations


 


This Warrant is duly authorized, validly
issued and outstanding, fully paid and nonassessable. The Company will at all
times reserve and keep available out of the aggregate of its authorized but
unissued Common Stock or its authorized and issued Common Stock held in its
treasury, for the purpose of enabling it to satisfy any obligation to issue
shares of Common Stock upon exercise of this warrant, the maximum number of shares
of Common Stock which may then be deliverable upon the exercise of the Warrant.
All shares of Common Stock issuable upon the exercise of the Warrant shall be
duly authorized, validly issued, fully paid and nonassessable. The delivery of
this Warrant to the Warrantholder will transfer to Warrantholder good and valid
title to this Warrant, free and clear of all liens, charges, security interests,
adverse claims or other encumbrance of any kind of any person claiming through
the Company.  This Warrant has been duly
executed and delivered by the Company and constitutes a legal, valid and
enforceable obligation of the Company, except that such enforcement may be
limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter in effect relating to
creditors’ rights generally and (ii) general principles of equity (regardless
of whether such enforcement is sought in a proceeding in equity or at law).  The execution and delivery by the Company of
this Warrant and the issuance of the Warrant Shares upon the exercise of the
Warrant does not and will not violate, or result in a breach of, or constitute a default under, or require consent
under, the certificate of incorporation, the bylaws or other governing
documents of the Company, or any currently applicable law or governmental rule.


 


SECTION 9


 


Miscellaneous


 


This Warrant shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware
without regard to principles of conflict of laws. This Warrant and any
provision hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party (or any predecessor in interest
thereof) against which enforcement of the same is sought. The headings in this
Warrant are for purposes of reference only and shall not affect the meaning or
construction of any of the provisions hereof.


 


12





















 


WITNESS the due execution of this Warrant by
a duly authorized officer of the Company.


 


	
   

  	
  INTERNATIONAL LOGISTICS
  LIMITED

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger E. Payton

  
	
   

  	
   

  	
  Roger E. Payton

  
	
   

  	
   

  	
  President and

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


13





















 


FULL SUBSCRIPTION FORM


 


(To Be Executed by the
Registered Holder

If It Desires to Exercise the Warrant in Full)


 


The undersigned hereby exercises the right to
purchase                    
shares of Common Stock covered by the attached Warrant at the date of this
subscription and herewith makes payment of the sum of $
                      
 (U.S.),
or hereby surrenders                        
 Warrant Shares valued at $
              
(U.S.) per share as payment therefor, representing an amount equal to the
aggregate Warrant Purchase Price of the shares of Common Stock being purchased
as of the date of this Certificate. 
Certificates for such shares shall be issued in the name of and
delivered to the undersigned, unless otherwise specified in written
instructions signed by the undersigned and accompanying this subscription.


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
  .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signature]

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 





















 


PARTIAL SUBSCRIPTION FORM


 


(To Be Executed by the Registered Holder

If It Desires to Exercise the Warrant in Part)


 


The undersigned hereby exercises the right to
purchase             shares
of Common Stock covered by the attached Warrant at the date of this
subscription and herewith makes payment of the sum of $             
(U.S.), or hereby surrenders                 
Warrant Shares valued at $              
(U.S.) per share as payment therefor, representing an amount equal to the
aggregate Warrant Purchase Price of the shares of Common Stock being purchased
as of the date of this Certificate. 
Certificates for such shares and a new Warrant of like tenor and date
for the balance of the shares not subscribed for and not surrendered shall be
issued in the name of and delivered to the undersigned, unless otherwise
specified in written instructions signed by the undersigned and accompanying
this subscription.


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
  .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Signature]

  
	
   

  	
   

  
	
   

  	
  Address: