AMENDMENT
      TO ASSET PURCHASE AGREEMENT

     

    THIS
      AMENDMENT TO ASSET PURCHASE AGREEMENT (this
      “Amendment”), is made and entered into as of this 1st day of November, 2007, by
      and between MASS
      FINANCIAL CORP.,
      a
      Barbados corporation (the “Seller”),
      and
RADIANT
      LOGISTICS GLOBAL SERVICES, INC.,
      a
      Delaware corporation (the “Buyer”),
      for
      the purpose of amending the Asset Purchase Agreement (the “Agreement”) dated May
      21, 2007, by and between the Seller and Buyer. This Amendment replaces any
      prior
      Amendment to Asset Purchase Agreement in its entirety. Capitalized terms used
      and not otherwise defined herein shall have the meanings ascribed to such terms
      in the Agreement.

     

    Recitals

     

    WHEREAS,
      the
      Buyer and Seller have determined that it is in each of their best interests
      to
      amend certain provisions of the Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and representations, warranties,
      covenants and agreements contained herein, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      and
      intending to be legally bound hereby, the parties hereto hereby agree as
      follows:

     

    
      
        1.
          Sections
          2.1(c), 2.1(d), 2.1(e) and 2.1(f) of the Agreement are hereby deleted.
          

      

    

     

    
      2.
        Section
        2.1(b) of the Agreement is hereby deleted and amended to provide in its entirety
        as follows:

    

     

    “exclusive
      rights to all the Intellectual Property used or useable exclusively in the
      operation of the Automotive Business and non-exclusive rights to any other
      Intellectual Property used in the operations of the Automotive Business (the
“IP
      Rights”, and together with the Tangible Personal Property, the “Purchased
      Assets”).”

     

    
      3.
        Section
        3.1(a) of the Agreement is hereby deleted and amended to provide in its entirety
        as follows:

    

     

    “The
      purchase price for the Purchased Assets (the “Purchase
      Price”)
      shall
      be up to One Million Five Hundred Sixty Thousand Dollars
      ($1,560,000).”

     

    
      4.A Sections
        3.1(b)(ii) of the Agreement is hereby deleted and amended to provide in its
        entirety as follows: 

    

     

    “Two
      Hundred Sixty Five Thousand Dollars ($265,000) (the “Second Payment”) shall be
      paid to the Seller by immediately available funds to the Seller at closing,
      receipt of said Second Payment to be a condition to Seller’s obligation to
      close; and One Hundred Ninety Five Thousand Dollars ($195,000) (the “Third
      Payment”) shall be paid to the Seller by immediately available funds on November
      3, 2008 subject to the set-off rights provided in Section 3.1(b)(v) hereof;
      and”

     

    
      
        
        

      

      
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    4.B Sections
      3.1(b)(iii) of the Agreement is hereby deleted and amended to provide in its
      entirety as follows: 

     

    “One
      Million Dollars ($1,000,000) shall be paid at Closing by setoff against the
      Purchase Price owed by Buyer to Seller in full satisfaction of indemnification
      claims, subject solely to the set-off rights provided in Section 3.1(b)(v)
      hereof, of any of Buyer, Radiant, and Airgroup Corporation, which is the sole
      subsidiary of either Buyer or Radiant, whether already asserted or hereafter
      arising under the Management Services Agreement (the “MSA
      Indemnification Claim”);”
      

     

    5. Sections
      3.1(b)(v)of the Agreement is hereby deleted and amended to provide in its
      entirety as follows: 

     

    “Buyer
      shall take as set-off, up to Seventy-Five Thousand Dollars ($75,000) against
      the
      Third Payment due under Section 3.1(b)(ii), all costs incurred by any Buyer
      Indemnified Party to investigate, defend or pay claims of current or former
      carriers or customers of the Automotive Business to the extent such claims
      relate to periods prior to May 21, 2007 which shall include, but not be limited
      to, any and all legal fees and costs incurred by any Buyer Indemnified Party
      (as
      defined herein) in dealing with any non cargo insurance claims made against
      any
      Buyer Indemnified Party including costs incurred in connection with the Burke
      Garnishment (the “Set-off Rights”). Prior to investigating, defending or paying
      any such claim, Buyer shall notify Seller of its intended action and Seller
      shall have 20 days to evaluate and/or resolve such claim. Notwithstanding the
      above, the Seller shall pay for all amounts due to Foster, Swift, Collins &
Smith, P.C. for legal services in connection with the Burke Garnishments and
      the
      posting of the Letter of Credit as provided in Paragraph 22 of this Amendment
      with no degradation to the $75,000 available for off-set.

     

    6. Section
      3.1(b) (vi) and 3.1(c) of the Agreement are hereby deleted.

     

    7. A
      new
      Section 3.3 is hereby added to the Agreement to provide in its entirety as
      follows:

     

    “As
      soon
      as possible following Closing, Seller and Buyer shall determine which payments
      received from UAFS customers are property of Seller and which are property
      of
      Buyer, based on the criteria set forth in Section 2.3 of the Management
      Agreement, and each shall promptly remit to the other. The parties shall
      continue to reconcile and settle the accounts on a not less than weekly basis
      until all sums owed to the other have been accounted for. “

     

    8. A
      new
      Section 9.1(d) is hereby added to the Agreement to provide in its entirety
      as
      follows:

     

    “Seller
      shall have obtained the issuance of an irrevocable letter of credit in the
      amount of $2,750,000 (the “Letter
      of Credit”)
      in
      accordance with that certain Stipulated Order Regarding Writs of Garnishments
      dated August 14, 2007 with attached exhibits issued by the State of Michigan
      Circuit Court for the County of Wayne (the “Stipulated Order”).”

     

    
      
        
        

      

      
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    9. A
      new
      Section 9.1(e) is hereby added to the Agreement to provide in its entirety
      as
      follows:

     

    “Seller
      shall have taken all action necessary to cause that certain action commenced
      by
      it against Buyer and Radiant in the United States Federal District Court Western
      District of Washington at Seattle Case No. C07-1547C to be dismissed with
      prejudice and shall have executed a release (the “Release”)
      in
      favor of Buyer and Radiant with respect to all claims raised
      therein.”

     

    11. A
      new
      Section 5.1(h) is hereby added to the Agreement to provide in its entirety
      as
      follows:

     

    “Seller’s
      counsel shall have executed the Stipulated Order.”

     

    12. A
      new
      Section 5.1(i) is hereby added to the Agreement to provide in its entirety
      as
      follows:

     

    “Seller
      shall have executed and delivered to Buyer and Radiant the
      Release.”

     

    13. Section
      5.2(a) of the Agreement is hereby deleted and the following substituted
      therefor: 

     

    “Buyer’s
      counsel shall have executed the Stipulated Order.”

     

    14. A
      new
      Section 5.2(g) is hereby added to the Agreement to provide in its entirety
      as
      follows:

     

    “Seller
      shall pay to Buyer via offset of amounts owing by Buyer to Seller at Closing
      the
      sum of $56,666.04, which represents $81,021.41 in reclaimed Ford payments that
      Buyer has collected and forwarded to Seller pursuant to the Management Agreement
      reduced by $24,355.37 which represents additional funds collected on behalf
      of
      Seller through the Closing.”

     

    15.A A
      new
      Section 5.2(h) is hereby added to the Agreement to provide in its entirety
      as
      follows:

     

    “Buyer
      shall pay to Seller at Closing the sum of $62,522.75, which represents five
      days
      of the ten-day payroll period straddling the Effective Date, minus one-half
      of
      the payroll cost for May 21, 2007, equaling $6,252.28 for a total offset of
      $56,270.48, and in addition Buyer shall pay to Seller at Closing
      $10,396.08,
      which
      is
      an amount equal to one-half of the UAFS rent and utility deposits assumed by
      Buyer at Closing”

     

    15.B A
      new
      Section 5.1(e) is hereby added to the Agreement to provide in its entirety
      as
      follows:

     

    “Seller
      shall pay to Buyer via offset of amounts owing by Buyer to Seller at Closing
      the
      sum of $11,871.73, and as further detailed at Exhibit 5.1(e), which represents
      costs incurred between April 17, 2007 and May 21, 2007 that the Buyer has (or
      will pay) to ensure continuity of operations.”

     

    15.C A
      new
      Section 5.2(i) is hereby added to the Agreement to provide in its entirety
      as
      follows:

     

    “Buyer
      shall have delivered to Seller a copy of board resolutions certified by an
      officer of the Buyer, authorizing the execution, delivery and performance of
      the
      Agreement by Buyer.”

     

    
      
        
        

      

      
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    16. Section
      6.7 of the Agreement is hereby deleted and amended to provide in its entirety
      as
      follows:

     

    “Except
      for that certain action captioned In re: Stonepath Group, Inc. pending in the
      United States Bankruptcy Court for the District of Delaware (Case No. 07-10634),
      the Burke Judgment, the Burke Garnishments, and claims for moneys owed to
      vendors, there is no claim, action, suit, proceeding, investigation or inquiry
      pending before any federal, state or other court or governmental or
      administrative agency or, to Seller’s knowledge, threatened (i) against Seller
      related to any of the Purchased Assets or to the transactions contemplated
      by
      this Agreement, or (ii) to Seller’s knowledge, that relates to any of the
      Purchased Assets or to the transactions contemplated by this Agreement, nor
      does
      Seller have any knowledge of any basis for any such claim, action, suit,
      proceeding, investigation, or inquiry. Seller is not a party to or subject
      to
      the provisions of any judgment, order, writ, injunction, decree or award of
      any
      court, arbitrator or governmental, regulatory or administrative official, body
      or authority that relates to the Purchased Assets that might affect the
      transactions contemplated by this Agreement.”

     

    17. New
      Sections 8.6 and 8.7 shall be added to the Agreement to provide in their
      entirety as follows:

     

    “8.6 Non-Public
      Information.
      Buyer
      acknowledges that information concerning the matters that are the subject matter
      of this Agreement may constitute material non-public information under United
      States federal securities laws, and that United States federal securities laws
      prohibit any person who has received material non-public information relating
      to
      Radiant from purchasing or selling securities of Radiant, or from communicating
      such information to any person under circumstances in which it is reasonably
      foreseeable that such person is likely to purchase or sell securities of
      Radiant. Accordingly, until such time as any such non-public information has
      been adequately disseminated to the public, Buyer shall not purchase or sell
      any
      securities of Radiant, or communicate such information to any other
      person..

     

    8.7
       Release.
      At Closing, Seller shall for itself, its subsidiaries and affiliates release
      and
      forever discharge Buyer, Radiant and their respective subsidiaries and
      affiliates from and against any indemnification claims whether already asserted
      or hereafter arising under the Management Services Agreement.

     

    18. Section
      9.3 is hereby amended to add the following sub-section:

     

    “(c)
      The
      State of Michigan Circuit Court for the County of Wayne shall have entered
      the
      Stipulated Order, all parties’ attorneys shall have signed the notice appearing
      in Exhibit A to the Stipulated Order, and Seller and Buyer shall have
      supplemented such notice with instructions to customers to pay invoices for
      services rendered before May 22, 2007 directly to Seller and invoices for
      services rendered on or after May 22, 2007 to Buyer. Such instructions shall
      be
      effected by Buyer and Seller jointly delivering to customers a list of invoices
      to be paid to Seller.”

     

    
      
        
        

      

      
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    19.A The
      definitions of “Buyer
      Indemnified Party”
and
      “Seller
      Indemnified Party”
in
      Sections 10.2 and 10.3 of the Agreement, respectively, are hereby amended to
      include the following after the word “directors”: “,agents,
      subsidiaries”.

     

    19.B Section
      11.1(f) of the Agreement is hereby amended to provide in its entirety as
      follows:

     

    “(f) by
      Buyer
      or Seller if the Closing has not occurred on or before November 9, 2007 (the
      “Outside Date”), unless extended by mutual agreement of the Buyer and Seller
      prior to the Outside Date then in effect.”

     

    19.C The
      last
      sentence of Section 10.5 of the Agreement is hereby deleted and amended to
      provide in its entirety as follows:

    


    “Buyer
      shall have the right to set-off the amount of any Damages resulting from any
      claim that arises pursuant to Section 10.2 against the Third Payment due from
      Buyer to Seller pursuant to Section 3.1(b)(ii) As a condition to exercising
      such
      set-off right, Buyer must first tender any claim or claims for which it would
      seek indemnification under paragraph 10.2 to Seller.”


     

    20. Exhibit
      A
      of the Agreement is hereby amended to include the following additional defined
      terms:

     

    “Burke”
means
      Douglas Burke and his affiliates.

     

    “Burke
      Judgment”
means
      that certain judgment in the amount of $1,762,295 plus statutory interest
      against UAFS issued by the State of Michigan Circuit Court for the County of
      Wayne, Court No. 04-433025CZ.

     

    “Burke
      Garnishments”
means
      those certain Requests and Writs for Garnishment issued or issued after the
      date
      hereof by the State of Michigan Circuit Court for the County of Wayne in
      connection with the Burke Judgment.

     

    21. Exhibit
      A
      of the Agreement is hereby amended to delete the definition of Intellectual
      Property and include the following additional defined term:

     

    “Intellectual
      Property”
means
      all intellectual property rights relating to the Automotive Business Seller
      obtained through its foreclosure including (a) computer software (including
      software, data, and related documentation); (b) licenses, licensed technology,
      software, accounting and operating systems, transportation management and other
      systems; (c) non-public information, trade secrets, know-how (including, without
      limitation, research and development, formulas, compositions, manufacturing
      and
      production processes and techniques, technical data, designs, drawings and
      specifications) and confidential information and rights in any jurisdiction
      to
      limit the use or disclosure thereof by any Person; (d) writings or other works,
      whether copyrightable or not in any jurisdiction, registrations or applications
      for registration of copyrights in any jurisdiction, and any renewals or
      extensions thereof; (e) any similar intellectual property rights, and (f) any
      claims or causes of action arising our of or related to any infringement or
      misappropriation of any of the foregoing

     

    
      
        
        

      

      
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    22. Notwithstanding
      anything in the Agreement, the Management Agreement or this Amendment to the
      contrary, except for (a) payment of amounts due Foster, Swift, Collins &
Smith, P.C. for legal services rendered in connection with the Burke
      Garnishments and the posting of the Letter of Credit and (b) Set-Off Rights
      up
      to a maximum of $75,000 as provided in Sections 3.1(b)(v), Seller shall have
      no
      further obligation to indemnify, defend and hold harmless any Buyer Indemnified
      Party, and neither Buyer nor any other Buyer Indemnified Party shall have or
      make any claim against Seller Indemnified Party in connection with any Damages
      incurred or suffered as a result of or arising out of (a) the Burke Judgment,
      and any subsequent judgment entered in favor of Burke in any Federal or state
      court or tribunal based on any successor in interest claim or successor
      liability based on Seller’s ownership of the Purchased Assets on or after the
      Closing, (b) except as set forth in Section 3.3 of the Agreement, the Burke
      Garnishments or (c) any claim by a third party to the extent such claim arises
      under a successor liability theory and is based on Seller’s ownership of the
      Purchased Assets on or after the Closing. Buyer shall cooperate with Seller,
      such as by providing to Seller information and documentation, to the extent
      necessary to address claims asserted from time to time against Seller in
      connection Seller’s operation or control of the Purchased Assets

     

    23. Except
      as
      expressly provided herein, the Agreement shall remain in full force and
      effect.

     

    24. This
      Amendment may be executed and delivered via facsimile in counterparts, each
      of
      which shall be deemed to be an original and both of which together shall
      constitute one and the same agreement.


     

    25. This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of Washington, without regard to the laws that might otherwise govern
      under applicable principles of conflicts of laws thereof.

     

    IN
      WITNESS WHEREOF, intending to be legally bound, the parties hereto have caused
      this Amendment to be executed on and as of the date set forth above.


     

    
      	
              RADIANT
                LOGISTICS GLOBAL 

              SERVICES,
                INC.

            	 	 	
              MASS
                FINANCIAL CORP.

            
	 	 	 	 
	 	 	 	 
	
              By
                : /s/
                Bohn H. Crain

            	 	 	
              By
                : /s/
                Michael J. Smith

            
	
              
                

              

              Name:
                Bohn
                H. Crain

              Title:
                President

            	 	 	
              
                

              

              Name:
                Michael
                J. Smith

              Title:
                President

            


    

    
       

      
        
        

      

      
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