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Exhibit 10.73


                                                               Option No. 2002-1

                              STONEPATH GROUP, INC.

                             STOCK OPTION AGREEMENT
                                    UNDER THE
                              STONEPATH GROUP, INC.
                              AMENDED AND RESTATED
                     2000 STOCK INCENTIVE PLAN (the "Plan")


         This Agreement is made as of the date set forth on Schedule A hereto
(the "Grant Date") by and between Stonepath Group, Inc. (the "Corporation"), and
the person named on Schedule A hereto (the "Holder").

         WHEREAS, Holder is a valuable employee of the Corporation or one of its
subsidiaries and the Corporation considers it desirable and in its best interest
that Holder be given an inducement to acquire a proprietary interest in the
Corporation and an incentive to advance the interests of the Corporation by
granting the Holder an option to purchase shares of common stock of the
Corporation (the "Common Stock");

         WHEREAS, to cover the granting of such Options, the Corporation has
adopted the Amended and Restated 2000 Stock Incentive Plan (the "Plan");

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that as of the Grant Date, the Corporation hereby grants Holder an
option to purchase from it, upon the terms and conditions set forth in the Plan,
that number of shares of the authorized and unissued Common Stock of the
Corporation as is set forth on Schedule A hereto.

         1. Terms of Stock Option. The option to purchase Common Stock granted
hereby is subject to the terms, conditions, and covenants set forth in the Plan
as well as the following:

                  1.1 The Holder has been provided with, reviewed and fully
understood, the terms, conditions and covenants, of the Plan;

                  1.2 Except as otherwise provided in this Stock Option
Agreement, this Option is granted under, governed by, and subject in its
entirety to, the terms of the Plan;

                  1.3 The Holder has been provided with, and fully understands,
the "Disclosure Document for the Stonepath Group, Inc. Amended and Restated 2000
Stock Incentive Plan";

                  1.4 The per share exercise price for the shares subject to
this option shall be the Fair Market Value (as defined in the Plan) of the
Common Stock on the Grant Date, which exercise price is set forth on Schedule A
hereto;

                  1.5 This Option shall vest in accordance with the vesting
schedule set forth on Schedule A hereto; and

                  1.6 No portion of this option may be exercised more than ten
(10) years from the Grant Date.

         2. Termination of Service. Notwithstanding the provisions of the Plan
to the Contrary:


         (a) If during the term of Holder's employment agreement with the
             Corporation dated January 10, 2002 (the "Employment Term"), the
             Holder shall cease to perform Service to the Corporation as a
             result of termination of Holder's employment by the Corporat"For
             Cause" (as hereafter defined) or termination or resignation by
             Holder without "Good Reason" (as hereafter defined), then,
             notwithstanding any provisions otherwise contained in the Plan or
             this Option Agreement, any Options then exercisable on the date of
             such termination or resignation, shall only be exercisable for a
             period of ninety (90) days thereafter; and if not exercised within



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             that period, such Options shall lapse and be of no further force
             and effect. All remaining Options not exercisable at the time of
             Holder's termination or resignation as covered by this subparagraph
             (a), shall lapse and be of no further force and effect.

         (b) If during the Employment Term, the Holder shall cease to perform
             Service to the Corporation as a result of termination of Holder's
             employment by the Corporation other than For Cause or by Holder for
             Good Reason, then, notwithstanding any provisions otherwise
             contained in the Plan or in this Option Agreement, any Options then
             exercisable on the date of such termination shall be exercisable
             until the later of: (i) the scheduled termination of Holder's then
             effective employment agreement with the Corporation, or (ii) one
             year from the date of such termination. All remaining Options not
             exercisable at the time of such termination shall lapse and be of
             no further force and effect.

         3. Definitions. As used in this Option Agreement, the following terms
shall be defined as set forth hereafter. Unless otherwise defined herein, all
terms used in this Option Agreement shall have the meaning ascribed within the
Plan.

         (a) For the purposes of this Option, the term "Change of Control" shall
             have the meaning ascribed thereto in Holder's then effective
             employment agreement with the Corporation; and if Holder remains
             employed by the Corporation at a time when no employment agreement
             is in effect, the term "Change of Control" shall have the meaning
             ascribed thereto in the Plan.

         (b) "For Cause" shall be defined as provided in the Holder's then
             effective employment agreement with the Corporation.

         (c) "Good Reason" shall be defined as provided in the Holder's then
             effective employment agreement with the Corporation.

         4. Miscellaneous.


         (a) This Agreement is binding upon the parties hereto and their
             respective heirs, personal representatives, successors and assigns.

         (b) This Agreement will be governed and interpreted in accordance with
             the laws of the State of Delaware, and may be executed in more than
             one counterpart, each of which shall constitute an original
             document.

                  1.3 No alterations, amendments, changes or additions to this
agreement will be binding upon either the Corporation or Holder unless reduced
to writing and signed by both parties.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.

                                     STONEPATH GROUP, INC.


                                     By:  /s/ Stephen M. Cohen
                                        ----------------------------------------
                                              Authorized Executive Officer

                                     HOLDER

                                     /s/   Bohn Crain
                                     -------------------------------------------
                                     Signature

                                     Bohn Crain
                                     -------------------------------------------
                                     Print Name


                                      2


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                                   Schedule A


1. Holder: Bohn Crain

2. Grant Date: January 10, 2002

3. Number of Shares of Common Stock covered by the Option: 150,000


4. Exercise Price: $1.78 (Fair Market Value of Common Stock on the trading day
   immediately before the Grant Date).

5. The Option shall vest in accordance with the following schedule:

   (a) General Vesting Provisions:

   (i)    Options to purchase 50,000 shares shall vest on January 10, 2003,
          provided Holder remains continuously employed by the Corporation from
          the Grant Date through January 10, 2003; and if Holder shall not
          remain continuously employed by the Corporation through January 10,
          2003, he shall forfeit upon such termination of Service (as defined in
          the Plan), the right to vest in any of the Options granted under this
          Agreement;

   (ii)   thereafter, commencing January 11, 2003, options to purchase 4,166.67
          shares shall vest on a monthly basis at the beginning of each month,
          for a period of 24 consecutive months for as long, during that
          24-month period, that Holder remains continuously employed by the
          Corporation; and once a termination of Service occurs, all unvested
          Options as of the date of the termination of Service shall no longer
          continue to vest after the end of the month preceding the month in
          which the termination of Service occurred, and thereafter Holder
          forfeits any and all rights to any unvested Options;

   (b) Upon a termination by Holder for Good Reason or by the Corporation other
       than For Cause:

   (iii)  If during the Employment Term the Holder shall cease to perform
          Service to the Corporation as a result of the termination of Holder's
          employment by the Corporation other than For Cause or by Holder for
          Good Reason, then notwithstanding any provisions otherwise contained
          in the Plan or this Option Agreement, Holder shall upon such
          termination automatically vest in that number of additional Options as
          he would have otherwise been entitled had he remained in the Service
          of the Corporation through that period for which he is entitled to
          severance payments under his then effective employment agreement with
          the Corporation;

   (c) Upon a Change of Control:

   (iv)   Notwithstanding any provision to the contrary in the Plan, or as set
          forth above, in the event of a Change of Control during the term of
          Holder's employment with the Corporation, all of the Options granted
          hereunder shall fully vest as of the date of the Change of Control;

   (d) Other:


   (v)    upon whatever earlier dates as are permitted by the Corporation in its
          sole discretion; or


   (vi)   as otherwise provided for, and in accordance with, the terms and
          provisions of the Plan.

6. Once a termination of Service occurs, all Options to which Holder is then
   entitled to exercise may only be exercised, if at all, in accordance with,
   and subject to, the terms and provisions of the Plan, unless otherwise
   provided for in this Option Agreement.


                                     STONEPATH GROUP, INC.

                                     By:   /s/  Stephen M. Cohen
                                        ----------------------------------------
                                              Authorized Executive Officer

                                     HOLDER

                                     /s/  Bohn Crain
                                     -------------------------------------------
                                     Signature

                                     Bohn Crain
                                     -------------------------------------------
                                     Print Name