<PAGE>


Exhibit 10.62


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION FROM REGISTRATION,
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED ON AN OPINION LETTER OF
COUNSEL SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION.

                                                              Option No.2001--11


                         OPTION TO PURCHASE COMMON STOCK
                                       OF
                              STONEPATH GROUP, INC.


         This certifies that, for value received, DENNIS L. PELINO ("Holder"),
is entitled, subject to the terms set forth below, to purchase from STONEPATH
GROUP, INC. (the "Company"), a Delaware corporation, that number of shares of
the Common Stock of the Company (the "Shares") as are set forth in Section 2
below, with the Notice of Exercise attached hereto duly executed, and
simultaneous payment therefore in lawful money of the United States or for other
consideration permitted herein, of the Exercise Price as set forth in Section 2
below. The number, character and Exercise Price of the Shares are subject to
adjustment as provided below.

         1. Term of Option. Subject to compliance with the vesting provisions
identified at Section 2.3 hereafter, this Option shall be exercisable, in whole
or in part, during the term (the "Term") commencing on the Grant Date and ending
on the Option Termination Date identified on Schedule A hereto and shall be void
thereafter.

         2. Exercise Price, Number of Shares and Vesting Provisions.

            2.1 Exercise Price. The Exercise Price at which this Option may be
exercised and pursuant to which Shares of the Company's Common Stock may be
purchased shall, on a per Share basis, be identified on Schedule A hereto, as
adjusted pursuant to Section 11 hereof.

            2.2 Number of Shares. The number of shares of the Company's Common
Stock, $.01 par value per share ("Common Stock") which may be purchased pursuant
to this Option shall be as identified on Schedule A hereto, as adjusted pursuant
to Section 11 hereof.

            2.3 Vesting. The Options granted hereunder shall vest in the manner
identified on Schedule A attached hereto.




<PAGE>

            2.4 Termination of Holder's Service to the Company.

                (a) If during the Term the Holder shall cease to perform
"Service" (as hereafter defined) to the Company as a result of such Holder's
death, then, notwithstanding any provisions otherwise contained in this Option
Agreement, any Options then exercisable upon Holder's death shall be exercisable
(by the Holder's personal representative or persons entitled thereto under the
Holder's will or the applicable laws of descent and distribution) until the
earlier to occur of the one year anniversary of the Holder's death or the
expiration of the Term; and if not exercised within 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 death shall lapse and be of no further force
and effect.

                (b) If during the Term the Holder shall cease to perform Service
to the Company as a result of such Holder's "Disability" (as hereafter defined),
then, notwithstanding any provisions otherwise contained in this Option
Agreement, any Options then exercisable upon Holder's Disability shall be
exercisable until the earlier to occur of the one year anniversary of the
Holder's Disability or the expiration of the Term; and if not exercised within
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 Disability shall lapse
and be of no further force and effect.

                (c) If during the Term the Holder shall cease to perform Service
to the Company as a result of termination of Holder's employment by the Company
"For Cause" (as hereafter defined) or termination or resignation by Holder
without "Good Reason" (as hereafter defined), then, notwithstanding any
provisions otherwise contained in 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 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 (c), shall lapse and
be of no further force and effect.

                (d) If during the Term the Holder shall cease to perform Service
to the Company as a result of termination of Holder's employment by the Company
other than For Cause or by Holder for Good Reason, then, notwithstanding any
provisions otherwise contained in this Option Agreement: (i) any Options then
exercisable on the date of such termination shall be exercisable until the
earlier to occur of the third year anniversary of the Holder's termination of
Service under this paragraph or the expiration of the Term; (ii) the Holder
shall, upon occurrence of the next scheduled acceleration event identified on
Schedule A, be permitted to accelerate vesting of such additional number of
Options as are then eligible for acceleration on that date as if Holder had
continued to remain employed by the Company through that date (i.e., the
Employer must satisfy the specific financial performance targets), and such
additional Options shall be exercisable until the earlier to occur of the third
year anniversary of the Holder's termination of Service under this paragraph or
the expiration of the Term; and (iii) thereafter, any and all Options covered by
this Agreement that are not exercisable by virtue of subparagraphs (i) and (ii)
above shall lapse and be of no further force and effect.

            2.5 Definitions. As used in this Option Agreement, the following
terms shall be defined as set forth hereafter:




<PAGE>

                (iv) "Administrator" shall mean the Company's Compensation
Committee if comprised of a majority of independent directors; and if there
shall be no such Compensation Committee, the "Administrator" shall be the
Company's Board of Directors.

                (b) "Disability" shall be defined as provided in the Holder's
Employment Agreement with the Company dated June 21, 2001.

                (c) "For Cause" shall be defined as provided in the Holder's
Employment Agreement with the Company dated June 21, 2001.

                (d) "Good Reason" shall be defined as provided in the Holder's
Employment Agreement with the Company dated June 21, 2001.

                (e) "Service" means the Holder's employment services rendered to
the Company. A Holder's Service with the Company shall not be deemed to have
terminated if the Holder takes any military leave, sick leave, or other bona
fide leave of absence approved by the Company; provided, however, that if any
such leave exceeds ninety (90) days, on the ninety-first (91st) day of such
leave the Holder's Service shall be deemed to have terminated unless the
Holder's right to return to Service with the Company is guaranteed by statute or
contract.



         3. Exercise of Option.

            (a) The Option exercise price of each share purchased pursuant to an
Option shall be paid in full at the time of each exercise (the "Payment Date")
of the Option (i) in cash; (ii) by delivering to the Company a notice of
exercise with an irrevocable direction to a broker-dealer registered under the
Securities Act of 1933, as amended (the "Securities Act") to sell a sufficient
portion of the Shares and deliver the sale proceeds directly to the Company to
pay the exercise price; (iii) in the discretion of the Administrator, through
the delivery to the Company of previously-owned shares of Common Stock having an
aggregate "Fair Market Value" (as defined) equal to the Option exercise price of
the Shares being purchased pursuant to the exercise of the Option; provided,
however, that Shares of Common Stock delivered in payment of the Option price
must have been held by the Holder for at least six (6) months in order to be
utilized to pay the Option price; (iv) in the discretion of the Administrator,
by an election to have the Company withhold Shares otherwise issuable to the
Holder having a Fair Market Value equal to the Option exercise price of the
Shares being purchased pursuant to the exercise of the Option; or (v) in the
discretion of the Administrator, through any combination of the payment
procedures set forth in subsections (i)-(iv) above.

                (i) the "Fair Market Value" of the Shares shall be (i) if the
Company's Common Stock is listed on any established stock exchange or a national
market system, including without limitation the National Market or SmallCap
Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system for the last market trading day prior to the
time of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; (ii) if the Common Stock is
regularly traded on the Nasdaq OTC Bulletin Board, or a comparable automated
quotation system, its Fair Market Value shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination; or (iii) in the absence of an established market
for the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Administrator.



<PAGE>


                (b) Subject to compliance with the vesting provisions identified
at Section 2.3 of this Agreement, the purchase rights represented by this Option
are exercisable by the Holder in whole or in part, at any time, or from time to
time, by the surrender of this Option and the Notice of Exercise annexed hereto
duly completed and executed on behalf of the Holder, at the office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company).

                (c) As promptly as practicable on or after the date of exercise
and in any event within ten (10) days thereafter, the Company at its expense
shall issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of Shares issuable upon such
exercise. In the event that this Option is exercised in part, the Company at its
expense will execute and deliver a new Option of like tenor exercisable for the
number of Shares for which this Option may then be exercised.

         4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Option.
In lieu of any fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price multiplied by
such fraction.

         5. Replacement of Option. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Option and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Option, the
Company at its expense shall execute and deliver, in lieu of this Option, a new
Option of like tenor and amount.

         6. Rights of Stockholder. Except as otherwise contemplated herein, the
Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Option shall have been exercised as
provided herein.

         7. Transfer of Option.

            7.1 Non-Transferability. No Option shall be assignable or
transferable other than by the laws of descent and distribution. During the
lifetime of the Holder, an Option shall be exercisable only by the Holder or, in
the event of the Holder's incapacity, by the Holder's legal guardian or legal
representative.



<PAGE>

            7.2 Exchange of Option Upon a Transfer. On surrender of this Option
for exchange, properly endorsed, the Company at its expense shall issue to or on
the order of the Holder a new Option or Options of like tenor, in the name of
the Holder or as the Holder (on payment by the Holder of any applicable transfer
taxes) may direct, of the number of shares issuable upon exercise hereof.

            7.3 Compliance with Securities Laws; Restrictions on Transfers.

                (a) The Holder of this Option, by acceptance hereof,
acknowledges that this Option and the Shares to be issued upon exercise hereof
are being acquired solely for the Holder's own account and not as a nominee for
any other party, and for investment (unless such Shares are subject to resale
pursuant to an effective prospectus), and that the Holder will not offer, sell
or otherwise dispose of this Option or any Shares to be issued upon exercise
hereof except under circumstances that will not result in a violation of
applicable federal and state securities laws. Upon exercise of this Option, the
Holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of Common Stock so purchased are
being acquired solely for the Holder's own account and not as a nominee for any
other party, for investment (unless such shares are subject to resale pursuant
to an effective prospectus), and not with a view toward distribution or resale.

                (b) Neither this Option nor any share of Common Stock issued
upon exercise of this Option may be offered for sale or sold, or otherwise
transferred or sold in any transaction which would constitute a sale thereof
within the meaning of the Securities Act, unless (i) such security has been
registered for sale under the Securities Act and registered or qualified under
applicable state securities laws relating to the offer an sale of securities, or
(ii) exemptions from the registration requirements of the Securities Act and the
registration or qualification requirements of all such state securities laws are
available and the Company shall have received an opinion of counsel satisfactory
to the Company that the proposed sale or other disposition of such securities
may be effected without registration under the Securities Act and would not
result in any violation of any applicable state securities laws relating to the
registration or qualification of securities for sale, such counsel and such
opinion to be satisfactory to the Company.


                (c) All Shares issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form (in addition to any
legend required by state securities laws).

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION
FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED ON AN
OPINION LETTER OF COUNSEL SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION."

                (d) Holder recognizes that investing in the Option and the
Common Stock involves a high degree of risk, and Holder is in a financial
position to hold the Option and the Common Stock indefinitely and is able to
bear the economic risk and withstand a complete loss of its investment in the



<PAGE>

Option and the Common Stock. The Holder is a sophisticated investor and is
capable of evaluating the merits and risks of investing in the Company. The
Holder has had an opportunity to discuss the Company's business, management and
financial affairs with the Company's management, has been given full and
complete access to information concerning the Company, and has utilized such
access to its satisfaction for the purpose of obtaining information or verifying
information and has had the opportunity to inspect the Company's operation.
Holder has had the opportunity to ask questions of, and receive answers from the
management of the Company (and any person acting on its behalf) concerning the
Option and the Common Stock and the agreements and transactions contemplated
hereby, and to obtain any additional information as Holder may have requested in
making its investment decision.

                (e) Holder acknowledges and represents: (i) that he has been
afforded the opportunity to review and is familiar with the quarterly, annual
and periodic reports of the Company and has based his decision to invest solely
on the information contained therein and has not been furnished with any other
literature, prospectus or other information except as included in such reports;
(ii) he is at least 21 years of age; (iii) he has adequate means of providing
for his current needs and personal contingencies; (iv) he has no need for
liquidity for his investment in the Option or Common Stock; (v) he maintains his
domicile and is not a transient or temporary resident at the address on the
books and records of the Company; (vi) all of his investments and commitments to
non-liquid assets and similar investments are, after his acquisition of the
Option and Common Stock, will be reasonable in relation to his net worth and
current needs; (vii) he understands that no federal or state agency has approved
or disapproved the Option or Common Stock or made any finding or determination
as to the fairness of the Option and Common Stock for investment; and (viii) he
recognizes that the Common Stock is presently eligible for trading on the
American Stock Exchange, and that the Company has made no representations,
warranties, or assurances as to the future trading value of the Common Stock,
whether a public market will continue to exist for the resale of the Common
Stock, or whether the Common Stock can be sold at a price reflective of past
trading history at any time in the future.


         8. Reservation and Issuance of Stock; Payment of Taxes.

                (a) The Company covenants that during the term that this Option
is exercisable, the Company will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Shares
upon the exercise of this Option, and from time to time will take all steps
necessary to amend its Certificate of Incorporation to provide sufficient
reserves of Shares of Common Stock issuable upon the exercise of the Option.

                (b) The Company further covenants that all Shares of Common
Stock issuable upon the due exercise of this Option will be free and clear from
all taxes or liens, charges and security interests created by the Company with
respect to the issuance thereof, however, the Company shall not be obligated or
liable for the payment of any taxes, liens or charges of Holder, or any other
party contemplated by Section 7, incurred in connection with the issuance of
this Option or the Common Stock upon the due exercise of this Option. The
Company agrees that its issuance of this Option shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Shares of Common Stock upon
the exercise of this Option. The Common Stock issuable upon the due exercise of
this Option, will, upon issuance in accordance with the terms hereof, be duly
authorized, validly issued, fully paid and non-assessable.




<PAGE>

                (c) Whenever Options are to be issued or exercised under this
Agreement, under circumstances in which the Administrator believes that any
federal, state or local tax withholding may be imposed, the Company shall have
the right to require the Holder to promptly remit to the Company an amount
sufficient to satisfy the minimum federal, state and local tax withholding
requirements prior to the delivery of any Options or certificate for Shares or
any proceeds. If a Holder makes a disposition of Shares acquired upon the
exercise of an Incentive Stock Option within either two years after the Option
was granted or one year after its exercise by the Holder, the Holder shall
promptly notify the Company and the Company shall have the right to require the
Holder to pay to the Company an amount sufficient to satisfy federal, state and
local tax withholding requirements.

                (d) A Holder who is obligated to pay the Company an amount
required to be withheld under applicable tax withholding requirements may pay
such amount (i) in cash; (ii) in the discretion of the Administrator, through
the delivery to the Company of previously-owned Shares of Common Stock having an
aggregate Fair Market Value on the date payment is requested by the
Administrator equal to the tax obligation provided that the previously owned
shares delivered in satisfaction of the withholding obligations must have been
held by the Holder for at least six (6) months; (iii) in the discretion of the
Administrator, through an election to have the Company withhold shares of Stock
otherwise issuable to the Holder having a Fair Market Value on such date equal
to the amount of tax required to be withheld, or (iv) in the discretion of the
Administrator, through a combination of the procedures set forth in subsections
(i), (ii) and (iii) of this Section 8(d).

                (e) An election by a Holder to have shares of Stock withheld to
satisfy federal, state and local tax withholding requirements pursuant to
Section 8(d) must be in writing and delivered to the Company prior to the date
when such payment is due.

         9. Notices.

                (a) All notices, advices and communications under this Option
shall be deemed to have been given, (i) in the case of personal delivery, on the
date of such delivery and (ii) in the case of mailing, on the third business day
following the date of such mailing, addressed as follows:

                    If to the Company:

                    Stonepath Group, Inc.
                    2 Penn Center, Suite 605
                    Philadelphia, PA  19102
                    Attention:  Stephen M. Cohen, Esquire, General Counsel

                    and to the Holder:

                    at the address of the Holder appearing on the books of the
                    Company or the Company's transfer agent, if any.




<PAGE>

         Either of the Company or the Holder may from time to time change the
address to which notices to it are to be mailed hereunder by notice in
accordance with the provisions of this Section 9.

         10. Amendments.

             (a) Any term of this Option may be amended with the written consent
of the Company and the Holder. Any amendment effected in accordance with this
Section 10 shall be binding upon the Holder, each future Holder and the Company.

             (b) No waivers of, or exceptions to, any term, condition or
provision of this Option, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.

         11. Adjustments. The number of Shares of Common Stock purchasable
hereunder and the Exercise Price is subject to adjustment from time to time upon
the occurrence of certain events, as follows:

             11.1 Reorganization, Merger or Sale of Assets. If at any time while
this Option, or any portion thereof, is outstanding there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash or otherwise, or represent
less than 50% of the shares of the Company's capital stock immediately after the
merger, or (iii) a sale or transfer of substantially all of the Company's
properties and assets as, or substantially as, an entirety to any other person,
then, unless lawful provision is made for the assumption of the Option with
appropriate proportional adjustments in the number of Options and the Exercise
Price, as determined by the Administrator, any unvested Options shall vest, if
at all, in accordance with Schedule A hereto and as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the holder of this Option shall for a period of thirty (30) days
following written notice to the Holder, have the right by exercising such
Option, to purchase the kind and number of shares of Common Stock or other
securities or property (including cash) otherwise receivable upon such
reorganization, merger, consolidation or sale or transfer by a holder of the
number of shares of Common Stock that might have been purchased upon exercise of
such Option immediately prior to such reorganization, merger, consolidation or
sale or transfer. Unless assumed, all unvested Options and all vested Options
which are not exercised during the thirty (30) day period referred to in the
preceding sentence shall thereupon expire.

             11.2 Reclassification. If the Company, at any time while this
Option, or any portion thereof, remains outstanding, by reclassification of
securities or otherwise, shall change any of the securities as to which purchase
rights under this Option exist into the same or a different number of securities
of any other class or classes, this Option shall thereafter represent the right
to acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Option immediately prior to such reclassification or
other change and the Exercise Price therefore shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 11.




<PAGE>

             11.3 Split, Subdivision or Combination of Shares. If the Company at
any time while this Option, or any portion thereof, remains outstanding shall
split, subdivide or combine the securities as to which purchase rights under
this Option exist, into a different number of securities of the same class, the
Exercise Price and the number of shares issuable upon exercise of this Option
shall be proportionately adjusted.

             11.4 Adjustments for Dividends in Stock or Other Securities or
Property. If while this Option, or any portion hereof, remains outstanding the
holders of the securities as to which purchase rights under this Option exist at
the time shall have received, or, on or after the record date fixed for the
determination of eligible Stockholders, shall have become entitled to receive,
without payment therefore, other or additional stock or other securities or
property (other than cash) of the Company by way of dividend, then and in each
case, this Option shall represent the right to acquire, in addition to the
number of shares of the security receivable upon exercise of this Option, and
without payment of any additional consideration therefore, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Option on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock, other securities or property available by this Option as
aforesaid during such period.

             11.5 No Avoidance. The Company will not, by any voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Section 11 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder of this Option against impairment.


             11.6 No Fractional Shares. No adjustment or substitution provided
for in this Section 11 shall require the Company to issue or to sell a
fractional share under any Option Agreement or share award agreement and the
total adjustment or substitution with respect to each stock Option and share
award agreement shall be limited accordingly.

             11.7 Notice of Adjustment. Whenever the Exercise Price or number of
shares purchasable hereunder shall be adjusted pursuant to Section 11 hereof,
the Company shall issue a certificate signed by its Chief Financial Officer
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Exercise Price and number of shares purchasable hereunder after giving
effect to such adjustment, and shall cause a copy of such certificate to be
mailed (by first class mail, postage prepaid) to the Holder of this Option.

         12. Severability. Whenever possible, each provision of this Option
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Option is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Option
in such jurisdiction or affect the validity, legality or enforceability of any



<PAGE>

provision in any other jurisdiction, but this Option shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

         13. Governing Law. The corporate law of the State of Delaware shall
govern all issues and questions concerning the relative rights of the Company
and its stockholders. All other questions concerning the construction, validity,
interpretation and enforceability of this Option and the exhibits and schedules
hereto shall be governed by, and construed in accordance with, the laws of the
State of Delaware, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.

         14. Jurisdiction. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement shall be
brought against either of the parties in the courts of the City in which the
principal executive offices of the Company are located, or, if either party has
or can acquire jurisdiction, in the United States Federal District Court for the
district most proximate to the city in which the principal executive offices are
located, and each of the parties consents to the jurisdiction of such courts
(and of the appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid therein. Process in any action or proceeding
referred to in the preceding sentence may be served on either party anywhere in
the world.

         15. Corporate Power; Authorization; Enforceable Obligations. The
execution, delivery and performance by the Company of this Agreement: (i) are
within the Company's corporate power; (ii) have been duly authorized by all
necessary or proper corporate action; (iii) are not in contravention of the
Company's certificate of incorporation or by-laws; (iv) will not violate in any
material respect, any law or regulation, including any and all Federal and state
securities laws, or any order or decree of any court or governmental
instrumentality; and (v) will not, in any material respect, conflict with or
result in the breach or termination of, or constitute a default under any
agreement or other material instrument to which the Company is a party or by
which the Company is bound.

         16. Successors and Assigns. This Option shall inure to the benefit of
and be binding on the respective successors, assigns and legal representatives
of the Holder and the Company.

         IN WITNESS WHEREOF, the Company has caused this Option to be executed
by its officers thereunto duly authorized.

Dated:  June 21, 2001

                         ATTEST:       STONEPATH GROUP, INC.


By:                                    By:   /s/  Andrew P. Panzo
   -----------------------------           ------------------------------------
                                       Andrew P. Panzo, Chief Executive Officer




                         WITNESS:      HOLDER: Dennis Pelino


                                       By: /s/  Dennis L. Pelino
--------------------------------          ------------------------------------
                                          Please Print Name


                                          ------------------------------------
                                          Signature




<PAGE>


                               NOTICE OF EXERCISE


                (vi)     TO:      [_____________________________]

         (1) The undersigned hereby elects to purchase _______ shares of Common
Stock of STONEPATH GROUP, INC. pursuant to the terms of the attached Option, and
tenders herewith payment of the purchase price for such shares in full.

         (2) In exercising this Option, the undersigned hereby confirms and
acknowledges that the shares of Common Stock to be issued upon conversion
thereof are being acquired solely for the account of the undersigned and not as
a nominee for any other party, and for investment (unless such shares are
subject to resale pursuant to an effective prospectus), and that the undersigned
will not offer, sell or otherwise dispose of any such shares of Common Stock
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any state securities laws.

         (3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:




                                                 _______________________________
                                                 (Name)


                                                 _______________________________
                                                 (Name)


__________________________                       _______________________________
(Date)                                           (Signature)



<PAGE>


                                   Schedule A



1.  Optionee:     Dennis L. Pelino

2.  Grant Date:   June 21, 2001

3.  Option Termination Date: June 21, 2011

4.  Number of Shares of Common Stock covered by the Option: One Million
                                                            Eight Hundred
                                                            Thousand (1,800,000)

5.  Exercise Price:   $.82

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


    (iv)          Options to purchase one million eight hundred thousand
                  (1,800,000) Shares shall vest on June 21, 2005; provided
                  Holder remains continuously employed by the Company from the
                  Grant Date through June 21, 2005. Holder's termination from
                  employment prior to June 21, 2005 shall result in the
                  termination of Options not yet vested at the time of such
                  termination as provided in paragraph 2.4 of this Agreement.

    (ii)          Notwithstanding the provisions of subparagraph (i) above,
                  Options to purchase that number of shares identified below
                  shall vest on an accelerated basis: (x) provided Holder
                  remains continuously employed by the Company from the Grant
                  Date through the Accelerated Vesting Date identified below;
                  and (y) once and to the extent the Company satisfies the
                  financial performance criteria identified below (the
                  "Financial Performance Criteria"):
<TABLE>
<CAPTION>
------------------------------------------------- -------------------------------- -----------------------------------------
         FINANCIAL PERFORMANCE                               ACCELERATED                    OPTIONS TO PURCHASE
              CRITERIA                                       VESTING DATE                     SHARES SUBJECT TO
                                                                                                ACCELERATION
------------------------------------------------- -------------------------------- -----------------------------------------
<S>                                               <C>                              <C>
1.  If by no later than March 30, 2002, the       The earlier of March 30, 2002                    160,000
Company shall have completed the acquisition of   or once the income before
one or more businesses whose financial            taxes for 2001 is determined.
statements reflect for the year-ended December
31, 2001, net income before taxes of at least
$5.0 million, derived through a combination of
audited historical financial statements (for
periods prior to the acquisition) and actual
audited financial statements (for periods
following the acquisition).
------------------------------------------------- -------------------------------- -----------------------------------------
</TABLE>



<PAGE>



<TABLE>
<S>                                               <C>                              <C>
------------------------------------------------- -------------------------------- -----------------------------------------
2.  If for the year-ended December 31, 2002,      March 30, 2003, or such          Vesting of Options will accelerate in
the Company reports net income available to       earlier date that the            proportion to the achievement of the
common stockholders before income taxes           Company's 10-K is filed with     Company's targeted net income before
computed in accordance with generally accepted    the SEC.                         taxes, commencing with a minimum of
accounting principles ("GAAP"), of between                                         328,000 Options accelerating vesting if
$12.2 million (the "Low Range") and $20.25                                         the Company achieves the Low Range
million (the "High Range") on its audited                                          Financial Performance Criteria for the
financial statements included as a part of the                                     applicable period and a maximum of
Company's Annual Report on Form 10-K filed with                                    546,667 Options accelerating vesting if
the Securities and Exchange Commission ("SEC").                                    the Company achieves the High Range
                                                                                   Financial Performance Criteria for the
                                                                                   applicable period.
------------------------------------------------- -------------------------------- -----------------------------------------
3.  If for the year-ended December 31, 2003,      March 30, 2004, or such          Vesting of Options will accelerate in
the Company reports net income available to       earlier date that the            proportion to the achievement of the
common stockholders before income taxes           Company's 10-K is filed with     Company's targeted net income before
computed in accordance with GAAP, of between      the SEC.                         taxes, commencing with a minimum of
$21.4 million (the "Low Range") and $35.66                                         328,000 Options accelerating vesting if
million (the "High Range") on its audited                                          the Company achieves the Low Range
financial statements included as a part of the                                     Financial Performance Criteria for the
Company's Annual Report on Form 10-K filed with                                    applicable period and a maximum of
the SEC.                                                                           546,667 Options accelerating vesting if
                                                                                   the Company achieves the High Range
                                                                                   Financial Performance Criteria for the
                                                                                   applicable period.
------------------------------------------------- -------------------------------- -----------------------------------------
4.  If for the year-ended December 31, 2004,      March 30, 2005, or such          Vesting of Options will accelerate in
the Company reports net income available to       earlier date that the            proportion to the achievement of the
common stockholders before income taxes           Company's 10-K is filed with     Company's targeted net income before
computed in accordance with GAAP, of between      the SEC.                         taxes, commencing with a minimum of
$25 million (the "Low Range") and $41.5 million                                    328,000 Options accelerating vesting if
(the "High Range") on its audited financial                                        the Company achieves the Low Range
statements included as a part of the Company's                                     Financial Performance Criteria for the
Annual Report on Form 10-K filed with the SEC.                                     applicable period and a maximum of
                                                                                   546,667 Options accelerating vesting if
                                                                                   the Company achieves the High Range
                                                                                   Financial Performance Criteria for the
                                                                                   applicable period.
------------------------------------------------- -------------------------------- -----------------------------------------
</TABLE>

(iii) Automatic Acceleration: Notwithstanding the above, if during the Term of
this Option the closing price of the Company's common shares, as listed on the
principal exchange, market system or quotation system upon which such shares are
regularly traded, exceeds $9.00 for each trading day for a period of nine (9)
consecutive months, the Holder will be deemed to have satisfied all of the
Financial Performance Criteria for the remaining unvested Options and the
remaining unvested Options will thereafter vest quarterly in equal installments
(irrespective of any further Financial Performance Criteria) until the third
anniversary of Holder's employment with the Company whereupon such Options will
be deemed fully vested by the Holder. If the Company's common share achieve the
trading level identified above at any time during the Term after the
commencement of the Holder's third year of employment with the Company, all of
such Options shall vest immediately at that time.

(iv) Acceleration in the event of Reorganization, Merger or Sale of Assets: In
the event of a transaction described in Section 11.1 which causes a termination
of the Options after expiration of the applicable notice period specified
therein, that percentage of the remaining Options that have not yet vested
through the date of such transaction shall vest concurrent with the transaction
in accordance with the following schedule:

---------------------------------------- -----------------------------
    PER SHARE CONSIDERATION RECEIVED        PERCENTAGE OF REMAINING
     BY STOCKHOLDERS IN THE                    OPTIONS VESTING
           TRANSACTION
---------------------------------------- -----------------------------
           Below $5.00                                -0 -
---------------------------------------- -----------------------------
          $5.00 - $5.99                                50%
---------------------------------------- -----------------------------
          $6.00 - $6.99                               62.5%
---------------------------------------- -----------------------------
          $7.00 - $7.99                                75%
---------------------------------------- -----------------------------
          $8.00 - $8.99                               87.5%
---------------------------------------- -----------------------------
         $9.00 and above                              100%
---------------------------------------- -----------------------------

---------------------------------------- -----------------------------


                  If the per share consideration payable to the stockholders in
                  connection with any such transaction is payable other than in
                  cash or marketable securities, then the value of such
                  consideration shall be determined in good faith by the
                  Administrator.





<PAGE>


         The terms of this Schedule A have been agreed to by the following
parties:

                                          STONEPATH GROUP, INC.


                                          By: /s/ Dennis L. Pelino
                                             ----------------------------------
                                                Authorized Executive Officer


                                          HOLDER


                                          ______________________________________
                                          DENNIS PELINO