CONFIDENTIAL
        PRIVATE PLACEMENT MEMORANDUM

      Copy
        No.______

      Radiant
        Logistics, Inc.

      Minimum
        Offering: $4,400,000 of Common Stock

      Maximum
        Offering: $6,600,000 of Common Stock 

      $.44
        per Share

       

      This Confidential Private
        Placement Memorandum (the “Memorandum”) is being furnished to selected
        prospective investors considering a purchase of shares of common stock (the
        “Shares”) of Radiant Logistics, Inc. (“us”, “we” or the “Company”).  The
        Company is offering a minimum of $4,400,000 and a maximum of $6,600,000 (the
        “Offering”) of Shares. The Shares are being offered by the Company and Emerging
        Growth Equities, Ltd. as our agent to assist us in placing a portion of the
        Shares (the “Placement Agent”) on a best efforts basis at $0.44 per share, with
        a minimum purchase of $50,000, subject to reduction by the Company in our
        sole
        discretion (the "Offering"). Our common stock is eligible for quotation on
        the
        OTC Bulletin Board under the symbol “RLGT.” As of the date hereof, there has
        been no trading in our common stock.

      The Offering will terminate
        on November 30, 2005 unless extended by us in our sole discretion to no later
        than December 31, 2005 (the “Termination Date”).  Until the closing or
        termination of the Offering, all proceeds received by us will be deposited
        in a
        special non-interest bearing bank account (the “Escrow Account”).  Unless a
        minimum of $4,400,000 of Shares have been sold by the Termination Date,
        subscriptions will be canceled and we will return all proceeds promptly to
        subscribers in full without interest or deduction.  Upon our acceptance
        of
        subscriptions for at least $4,400,000 of Shares, we will conduct an initial
        closing of the Offering and thereafter, may conduct any number of additional
        closings until the Termination Date.   

      This
        Memorandum does not constitute an offer to sell or a solicitation of an offer
        to
        buy Shares to any person in any jurisdiction in which it is unlawful to make
        such an offer or solicitation.  The Shares are being offered solely
        on a
        private basis pursuant to Section 4(2) of the Securities Act of 1933, as
        amended
        (the "Act"), and Rule 506 of Regulation D under the Act.  You must
        be an
        accredited investor (as defined in Regulation D) and meet the other suitability
        requirements set forth herein under the caption “Investor Suitability
        Requirements and Subscription Procedures” to purchase Shares.   

       

      INVESTING
        IN THE SHARES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. 
        YOU
        SHOULD READ CAREFULLY THIS ENTIRE MEMORANDUM, INCLUDING THE SECTION CAPTIONED
        “RISK FACTORS” BEGINNING ON PAGE 5, BEFORE
        PURCHASING ANY SHARES.        

       

                                                                                                                                    
        

      
        	
                 

              	
                 

              	
                 Per
                  Share

              	
                 

              	
                 Minimum
                  Offering 

              	
                 

              
	
                 Maximum
                  Offering(1)

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Offering
                  Price(2)..........................................................

              	
                 $0.44  

              	
                 

              	
                 $4,400,000  

              	
                 

              
	
                                ......................................................$6,600,000

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Placement
                  Agent
                  Fee(3).............................................. 

              	
                 $0.035  

              	
                 

              	
                 $  
                  352,000

              	 
	
                ......................................................$  
                  528,000

              	 	 	 	 
	
                 Proceeds
                  to the
                  Company(4)......................................

              	 $0.405 	 	 $4,048,000	 
	               .......................................................$6,072,000	 	 	 	 
	 	 	 	 	 	 


      

           

      ______________________________________

      (1)  
        The Company may increase the size of the Offering by up to an additional
        $1,100,000 of common stock in its sole discretion (the “Offering Option”).

      (2)  
        The minimum subscription amount is $50,000.  However, the Company
        may
        accept subscriptions for less than $50,000 in its sole discretion.

      (3)  
        The Placement Agent will receive a commission equal to 8% of the offering
        price
        of the Shares sold in the Offering by the Placement Agent.  Does not
        include Placement Agent Warrants to purchase up to 8% of the Shares sold
        in this
        Offering at an exercise price of 120% of the Offering Price. See “Plan of
        Distribution.”

      (4)  
        Does not include expenses of the Offering payable by the Company, estimated
        to
        be $100,000.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The Shares have
        not
        been registered under the Act or the securities laws of any State or any
        other
        jurisdiction and unless so registered, you may not transfer or resell such
        securities except pursuant to an exemption from registration.  Accordingly,
        you may be required to bear the financial risks of an investment in the Shares
        for an extended period of time.

      Neither the
        Securities and Exchange Commission, any state securities commission, nor
        any
        other regulatory authority has approved or disapproved these securities or
        determined if this Memorandum is truthful or complete.  Any representation
        to the contrary is a criminal offense.

        

      The
        date
        of this Memorandum is November 1, 2005

      NOTICE TO OFFEREES

       

      No
        person has been authorized to give any information or to make any
        representations other than those contained in this Memorandum and, if given
        or
        made, such information or representations must not be relied upon. 
        This
        Memorandum contains summaries or explanations of certain documents that govern
        the transactions described herein and are believed to be accurate, but such
        summaries and explanations are qualified in their entirety by reference to
        the
        text of the actual documents (copies of which accompany this Memorandum or
        are
        available for inspection at the offices of the Company).  You should
        not
        assume that the summaries or explanations are complete.  Statements
        in this
        Memorandum are made as of the date hereof unless expressly stated otherwise
        herein, and neither the later delivery of this Memorandum nor any sale hereunder
        shall under any circumstances create an implication that the information
        contained herein is correct as of any time subsequent to the date hereof.

       

      The information in this
        Memorandum is confidential and proprietary to the Company and is being submitted
        to you solely for your confidential use and with the explicit understanding
        that, without the prior written permission of the Company, you will not release
        this Memorandum or discuss the Memorandum, its existence, or any of the
        information contained herein, or make any reproduction of or use this Memorandum
        for any purpose other than to evaluate a potential investment in the Shares
        offered hereby.  By accepting delivery of this Memorandum, you agree
        to
        promptly return it and any other documents or information furnished to you
        by
        the Placement Agent or the Company if you elect not to purchase any of the
        Shares offered hereby, or if the Offering is terminated or withdrawn.

       

      By accepting delivery
        of
        this Memorandum, you acknowledge and agree that all of the information contained
        herein is of a confidential nature and may be regarded as material non-public
        information under Regulation FD promulgated by the Securities and Exchange
        Commission (the "SEC") and that this Memorandum has been furnished to you
        by the
        Company solely for your confidential use for the purpose of enabling you
        to
        consider and evaluate an investment in the Company.  You agree that
        you
        will treat such information in a confidential manner, will not use such
        information for any purpose other than evaluating an investment in the Company,
        and will not, directly or indirectly, disclose or permit your agents or
        affiliates to disclose any of such information without the prior written
        consent
        of the Company. You also agree to make your representatives aware of the
        terms
        of this paragraph and to be responsible for any breach of this agreement
        by such
        representatives. Likewise, without the prior written consent of the Company,
        you
        agree that you will not, directly or indirectly, make any statements, any
        public
        announcements, or any release to any trade publication or to the press with
        respect to the subject matter of this Memorandum.  If you decide not
        to
        pursue further investigation of the Company or to not participate in the
        Offering, you agree to promptly return this Memorandum and any accompanying
        documentation to the Company.  You also understand that the United
        States
        securities laws provide severe civil and criminal penalties for anyone trading
        in securities of the Company while in possession of material non-public
        information. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      You should not construe
        this
        Memorandum as investment, legal or tax advice, and this Memorandum is not
        intended to provide the sole basis for any evaluation of an investment in
        the
        Shares.  You should consult your own investment, legal, tax, and accounting
        advisors to determine whether the Shares are an appropriate investment for
        you
        and the applicable legal, tax, regulatory, and accounting treatment of an
        investment in the Shares. 

       

      The
        Shares are subject to restrictions on transferability and resale and may
        not be
        transferred or resold except as permitted under the Act and applicable state
        securities laws.  The Company has agreed to use its best efforts to
        file a
        registration statement with the SEC to permit the public resale of the
        Shares.  However, there can be no assurance that the Company will
        timely
        file such registration statement or that the SEC will declare it
        effective.  Accordingly, you should be aware that you may be required
        to
        bear the financial risks of an investment in the Shares for an extended period
        of time, or maybe indefinitely.

       

      The
        Shares offered are subject to the provisions of a subscription agreement,
        which
        each investor purchasing Shares will be required to execute prior to the
        purchase of any Shares.  Any purchase of Shares should be made only
        after a
        complete and thorough review of the provisions of such agreement. 
        In the
        event that any of the terms, conditions or other provisions of such agreement
        are inconsistent with or contrary to the descriptions or terms contained
        in this
        Memorandum, such agreement will control

       

      This
        Offering is made subject to withdrawal, cancellation, or modification by
        the
        Company without notice and is specifically subject to the terms described
        in
        this Memorandum. The Company shall have no liability whatsoever to you in
        the
        event any of the foregoing shall occur.  The Shares are offered subject
        to
        prior sale and to the Company’s right to reject any subscription in whole or in
        part or to allot to you less than the number of Shares for which you
        subscribe.  No subscription is binding on the Company until accepted
        by the
        Company in writing.

       

      If
        you live outside the United States, it is your responsibility to fully observe
        the laws of any relevant territory or jurisdiction outside the United States
        connected with any purchase, including obtaining required governmental or
        other
        consents or observing any other required legal or other formalities. 


       

      Florida
        Residents

       

      Pursuant
        to section 517.061(11)(a)(5) of the Florida Statute, when sales are made
        to five
        or more persons in the state of Florida, Florida investors have a three day
        right of rescission.  If a Florida resident has executed a subscription
        agreement and tendered any consideration for the securities offered hereby,
        he
        or she may elect, within three business days after signing the subscription
        agreement and tendering any consideration for such securities, to withdraw
        from
        the subscription agreement and receive a full refund and return (without
        interest) of any money paid by him or her.  

       

      Emerging Growth Equities,
        Ltd. has been retained as the Company’s Placement Agent and will be available to
        consult with any recipient of this Memorandum.  EGE makes no representation
        as to the accuracy, fairness or completeness of information relating to the
        Company contained in this Memorandum.  All communication or inquiries
        relating to these materials should be directed to the individuals listed
        below.

       

      Emerging
        Growth Equities, Ltd.

      ParkviewTower

      1150
        First Avenue, Suite 600

      King
        of
        Prussia, PA  19406

      Telephone:
        (610) 783-1800

      Toll
        Free: (888) 293-1800

      Fax:
        (610) 783-4761

       

      
        	
                Gregory Berlacher

              	 Jill Meyer Steier	 Jay Seid
	 President & CEO	 Senior Vice President	 Director of Corporate Development
	(610) 783-476	(610) 783-4764	 (610) 783-4786
	gberlacher@egequities.com	jmeyer@egequities.com	 jseid@egequities.com


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


       
      
FORWARD LOOKING STATEMENTS

     

    This
      Memorandum (together with any amendment and supplements and any other
      information that may be furnished to you by the Company or Placement Agent)
      contains forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
      Act of 1934, as amended.  All statements other than statements of
      historical facts included or incorporated by reference in this Memorandum,
      including, without limitation, statements regarding our future financial
      position, business strategy, budgets, projected revenues, projected costs and
      plans and objective of management for future operations, are forward-looking
      statements.  In some cases, you can identify forward-looking statements
      by
      terminology such as "may," "will," "should," "could," "would," "expect," "plan,"
      "anticipate," "believe," "estimate," "continue," or the negative of such terms
      or other similar expressions. 

     

    We
      have based these forward-looking statements on our current expectations and
      projections about future events.  These forward-looking statements are
      subject to known and unknown risks, uncertainties and assumptions about us
      and
      our business plan, that may cause our actual results, levels of activity,
      performance or achievements to be materially different from any future results,
      levels of activity, performance or achievements expressed or implied by such
      forward-looking statements. Many of these factors are set forth and discussed
      in
      this Memorandum in the section captioned "Risks Factors."  In connection
      with our proposed acquisition of our initial platform company, we have made
      certain assumptions that, if not realized, could cause actual results or events
      to differ materially from our expectations   Factors that might
      cause
      or contribute to such a material difference include, but are not limited to:
      (i)
      our ability to complete the pending acquisition on terms similar to those set
      forth in the letter of intent or otherwise, with the recognition that closing
      is
      subject to customary closing conditions, certain of which may be beyond our
      control; (ii) our ability to secure the necessary level of financing to complete
      the acquisition; (iii) our assumption that the audited financial statements
      of
      the platform company (that will be completed prior to closing) will not differ
      materially from the unaudited financial statements reviewed by us; (iv) our
      assumption that the post-closing level of operations will be consistent with
      the
      level of historic operations; and (v) our belief that the pending acquisition
      is
      an appropriate platform acquisition under our business strategy. 

     

    Should
      any of these risks or uncertainties materialize, or should any of our
      assumptions prove incorrect, actual results may differ materially from those
      included within these forward-looking statements.  All subsequent written
      and oral forward-looking statements attributable to us, or persons acting on
      our
      behalf, are expressly qualified in their entirety by these cautionary
      statements.  You should not place undue reliance on these forward-looking
      statements, which speak only as of the date made, and we assume no duty to
      update or revise our forward-looking statements based on changes in internal
      estimates or expectations or otherwise.

    TABLE OF CONTENTS

                                                                                                                                                                
                                                 

     

    
      	 	 	
              Page

            
	 	 	 
	
              Summary
                of the Offering

            	 	
              1

            
	 	 	 
	
              Risk
                Factors

            	 	
              5

            
	 	 	 
	
              Use
                of Proceeds

            	 	
              10

            
	 	 	 
	
              Market
                Information for Common Stock

            	 	
              11

            
	 	 	 
	
              Dividend
                Policy

            	 	
              11

            
	 	 	 
	
              Business

            	 	
              11

            
	 	 	 
	
              Management
                and Directors

            	 	
              16

            
	 	 	
               

            
	
              Security
                Ownership of Certain Beneficial Owners and Management

            	 	
              18

            
	 	 	
               

            
	
              Description
                of Capital Stock

            	 	
              18

            
	 	 	
               

            
	
              Registration
                Rights

            	 	
              20

            
	 	 	
               

            
	
              Repurchase
                Rights

            	 	
              20

            
	 	 	
               

            
	
              Plan
                of Distribution

            	 	
              21

            
	 	 	
               

            
	
              Investor
                Suitability Requirements and Subscription Procedures

            	 	
              23

            
	 	 	
               

            
	
              Additional
                Information

            	 	
              24

            


    

    


     

    Exhibits

    A.                 
      Subscription Agreement 

    B.                  
      Registration Rights Provisions

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Summary of the Offering

     

    This
      summary highlights some basic information from this Memorandum to help you
      understand our business and the terms of the Offering.  This summary
      is
      qualified in its entirety by the more detailed information appearing elsewhere
      herein and in the exhibits hereto.  You should read the entire Memorandum
      (including the exhibits) and carefully consider, among other things, the matters
      set forth under the caption “Risk
      Factors,” before you decide whether to invest in
      the Shares.  Pertinent documents that are described in this Memorandum
      may
      be reviewed at our office or the office of the Placement Agent.  You
      are
      encouraged to seek the advice of your attorney, tax consultant, and business
      advisor with respect to the legal, tax, and business aspects of an investment
      in
      the Company. 

     

    The
      Company

     

    Radiant
      Logistics, Inc. (formerly known as “Golf Two, Inc.”) was formed under the laws
      of the state of Delaware on March 15, 2001 to establish and operate retail
      golf
      stores.  Since inception, the Company has been in the development stage
      and
      has been unable to successfully execute its initial business plan. 
      On or
      about October 18, 2005, all of the Company’s officers and directors resigned and
      Bohn H. Crain and Stephen M. Cohen were appointed to serve as executive officers
      and directors of the Company (the “Change in Control Transactions”). Relying on
      the collective experience of this new management team, the Company will be
      pursuing business opportunities in the transportation and logistics services
      industry.  In that regard, a company controlled by Mr. Crain has identified
      and executed a letter of intent to acquire its initial platform company (the
      “Platform Company”) which provides domestic and international freight forwarding
      services.  This letter of intent was assigned to the Company on October
      18,
      2005. See “Recent Events” below. Concurrent with the Change in Control
      Transaction, we changed our name to “Radiant Logistics, Inc.”. 
        

    Business
      Strategy

    We
      intend to build a leading global transportation and supply-chain management
      company by acquiring regional best-of-breed non-asset based transportation
      and
      logistics service providers.  Through strategic acquisitions, we plan
      to
      establish a non-asset based provider of third-party logistics services, offering
      a full range of time-definite transportation and distribution solutions. 
      In addition to time-definite transportation services, we also intend to provide
      a broad range of value added supply chain management services, including order
      fulfillment, inventory management and warehousing.

     

    We plan
      to achieve this objective by acquiring either the Platform Company, or if that
      acquisition is not possible, an alternative platform acquisition identified
      by
      management, and thereafter expanding our geographic presence and service
      offerings through a combination of synergistic acquisitions and the
      organic
      expansion of our growing base of logistics operations.  

     

    Once
      a platform acquisition is completed, the focus of our strategy will be on
      acquiring and integrating logistics businesses that are likely to benefit from
      our anticipated access to sources of financing and long-term growth
      strategy.  Acquisition targets will be selected based upon their ability
      to
      demonstrate: 

     

    ●
      historic levels of profitability; 

     

    ●
      a proven record of delivering superior logistics services; 

     

    ●
      an established customer base of large and mid-sized companies; and 

     

    ●
      opportunities for significant growth within strategic segments of our
      business.

     

    Once
      acquisitions are completed, we intend to create additional shareholder value
      by
      improving productivity through the implementation or adoption of our
      technologies and business processes, improving transportation margins through
      the leverage of our growing purchasing power and enhancing the opportunity
      for
      organic growth through cross-selling opportunities and expanded services
      offerings.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Our
      strategy has been designed to take advantage of shifting market dynamics. 
      The third party logistics industry continues to grow as an increasing number
      of
      businesses outsource their logistics functions to more cost effectively manage
      and extract value from their supply chains.  Also, the industry is
      positioned for further consolidation as it remains highly fragmented, and as
      customers are demanding the types of sophisticated and broad reaching service
      offerings that can more effectively be handled by larger more diverse
      organizations.

     

                   
      Given the size and highly fragmented composition of the industry, we believe
      there is an excellent opportunity to execute a consolidation strategy through
      the selective, strategic acquisition of other companies with complementary
      businesses with earnings in the range of $1 million to $5 million. 
      We
      believe that companies of this size may be receptive to our acquisition program
      as they are often too small to be identified as acquisition targets of larger
      public companies or to independently attempt their own public offering. 
      

     

                   
      In addition to the Platform Company we have also identified a number of
      additional companies that may be suitable acquisition candidates and we are
      in
      preliminary discussions with a number of them.

     

    Although
      management is confident that following the completion of this Offering we will
      be in a position to commence our acquisition program, any such acquisition
      program will likely be dependent upon, among other factors, our ability to
      secure additional financing through the sale of debt or equity securities,
      and
      the development of an active trading market for our securities, neither of
      which
      can be assured.  See "RISK FACTORS."

     

    Recent
      Events

     

    Change
      in Control Transaction.    On October 18, 2005, a management
      team consisting of Bohn H. Crain and Stephen M. Cohen, purchased all of the
      shares owned by the Company’s former officers and directors.  Effective
      with the closing of those share purchase transactions, all of the Company’s
      officers and directors resigned and Messrs. Crain and Cohen became our sole
      officers and directors.  

     

                   
      Proposed Acquisition.      On September 19,
      2005, a company controlled by Mr. Crain entered into a letter of intent (the
      “Letter of Intent”) to acquire the Platform Company which provides domestic and
      international freight forwarding services, arranging the total transport of
      customers’ freight from the shipper’s location to the designated recipients,
      including the preparation of shipping documents; and the provision of handling,
      packing, and containerization services through a network of exclusive agent
      offices across North America.  The Platform Company has a diversified
      account base of over 6,000 customers including manufacturers, distributors
      and
      nation retail chains and a network of over 3,000 independent carriers and over
      100 international agents positioned strategically around the world.

     

                   
      Based upon unaudited management financial information provided to us in
      connection with our due diligence efforts, for the fiscal year ended June 30,
      2005, the Platform Company realized normalized income from continuing operations
      of approximately $2.5 million on gross revenues of approximately $53.0
      million.

                   
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Pursuant
      to the Letter of Intent we have agreed to acquire the Platform Company (the
      "Acquisition") in a transaction valued up to $14,000,000. This consists
      of:  (i) $10,000,000 payable in cash at Closing; (ii)  an additional
      base payment of $600,000 payable in cash on the one-year anniversary of the
      Closing, provided at least 90% of The Platform Company’s locations remain
      operational through the first anniversary of the Closing (the “Additional Base
      Payment”); (iii) a base earn-out payment of $1,900,000 payable in Company stock
      over a three-year earn-out period based upon the Platform Company achieving
      Income from Continuing Operations of not less than $2,500,000 per year; (iv)
      and
      as additional incentive to achieve future earnings growth, an opportunity to
      earn up to an additional $1,500,000 payable in Company stock at the end of
      a
      five-year earn-out period (the “Tier-2 Earn-Out”). Under the Platform Company’s
      Tier-2 Earn-Out, the former shareholders of the Platform Company are entitled
      to
      receive 50% of the cumulative Income from Continuing Operations in excess of
      $15,000,000 generated during the five-year earn-out period up to a maximum
      of
      $1,500,000. Closing of the Acquisition is contingent upon the completion of
      several conditions, including:  (i) the completion of this Offering;
      (ii)
      our ability to secure debt or other additional financing necessary to fund
      the
      acquisition, (iii) the completion of definitive acquisition agreements among
      the
      parties; and (iv) the completion of a due diligence review by each of the
      parties to the Merger, including the preparation of audited financial statements
      by the Platform Company for the year ended June 30, 2005.  

     

    Recent
      Financing.  During October 2005,  the Company closed aninitial
      round of financing in the form of a private placement of $1 million, consisting
      of the sale of approximately 2,272,728 shares of common stock at a purchase
      price of $.44 per share. The funds are being used by us to provide our initial
      working capital.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Offering

     

    Issuer                                     Radiant
      Logistics, Inc., a Delaware corporation. 

     

    Securities                               Up
      to 15,000,000 shares of common stock of the Company, $0.001 par value per share
      (the “Shares”), if the Maximum Amount is sold, and 10,000,000 Shares if the
      Minimum Amount is sold. 

     

    Purchase
      Price                       $.44
      per share of common stock, with a minimum purchase of $50,000, subject to
      reduction at the sole discretion of the Company.

     

    Offering
      Size                          $4,400,000
      Minimum (the “Minimum Offering”); $6,600,000 Maximum (the “Maximum
      Offering”).  The Company has the right to increase the amount of the
      Offering to $7,700,000 (the “Offering Option”).

     

    Estimated
      Net Proceeds       $3,948,000 (for the
      Minimum Offering) and $5,972,000 (for the Maximum Offering) after deduction
      of
      Placement Agent commissions of up to $352,000 (for the Minimum Offering) and
      $528,000 (for the Maximum Offering) and offering expenses, estimated to be
      approximately $100,000.

     

    Use
      of Net
      Proceeds             To
      fund the cash portion of the purchase price of our first acquisition (the
“Initial Acquisition”) and associated transaction costs and expenses.  The
      balance, if any, will be used for working capital and other general corporate
      purposes.

     

    Escrow                                    Subscription
      funds will be placed in a segregated escrow account with a third party financial
      institution until closing of the Offering.  In the event the Offering
      does
      not close, the subscription funds will be returned to the investors, together
      without interest or deduction.

     

    Offering
      Proceeds to be 

    Held
      in Segregated Account;

    Repurchase
      Rights                We
      will retain the net proceeds of this Offering in a segregated account which
      will
      not be used by us until the closing of the Initial Acquisition. Once we complete
      our Initial Acquisition, all of the net proceeds will be released to the Company
      to finance the acquisition and for working capital and other general corporate
      purposes.   If we do not complete an Initial Acquisition within
      twelve
      (12) months after completion of this Offering, we will offer to repurchase
      all
      Shares sold hereunder at the Offering Price, (less prorata offering expenses),
      plus interest, if any, earned thereon while such funds are held in a segregated
      account. 

     

    Capitalization                         Current
      outstanding
      shares:                                           20,536,906

                                                    Outstanding
      shares after Minimum Offering: 
                     
      31,036,906

     

                   
      Outstanding shares after Maximum Offering: 
                    
      36,036,9062

     

    Voting                                     Holders
      of the Shares have one (1) vote per share on all matters presented to a vote
      of
      the holders of common stock.

     

    Transfer
      Restrictions            The
      issuance and sale of the Shares have not been registered under the Act and
      consequently, the Shares are subject to restrictions on transfer and
      resale.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Registration
      Rights               We
      have agreed to file a registration statement with the SEC within 90 days after
      the completion of the Initial Acquisition to permit the public resale of the
      Shares and to use commercially reasonable efforts to cause that registration
      statement to be declared effective by the SEC as soon thereafter as possible.
      We
      have also agreed to issue additional Shares to the investors in this Offering
      if
      the registration statement is not timely filed. See“REGISTRATION AND
      OTHER RIGHTS.”  

     

    Investor
      Suitability                All
      investors must be “accredited investors” under Rule 501 of Regulation D of the
      Securities Exchange Act of 1934, as amended, and meet the other suitability
      requirements set forth herein under “INVESTOR SUITABILITY REQUIREMENTS AND
      SUBSCRIPTION PROCEDURES.”

     

    Closing                                    On
      or about November 30, 2005 (unless extended by us in our sole discretion to
      no
      later than December 31, 2005).

     

    Access
      to
      Information          We
      file annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current
      reports on Form 8-K and proxy and information statements and amendments to
      reports filed or furnished pursuant to Sections 13(a) and 15(d) of the
      Securities Exchange Act of 1934, as amended.  These reports and statements
      may be viewed at the website of the SEC www.sec.gov.  We have agreed
      to
      make available, prior to consummation of the offering, to each offeree of the
      Shares and its representatives the opportunity to ask questions of us or any
      person acting on our behalf concerning the terms and conditions of this Offering
      and to obtain any additional information necessary to verify the accuracy of
      any
      information contained in this Memorandum to the extent that we possess such
      information or can acquire it without unreasonable effort or expense. 

     

    Due
      to the financial sophistication of the persons to whom this offering is
      directed, this Memorandum states in summary form only certain information
      material to evaluating the merits of an investment in the Shares. 
      Prospective investors are, accordingly, urged to consult with their own advisors
      prior to deciding whether to invest in the Shares.

     

    Risk
      Factors                          The
      securities offered in the Offering involve a high degree of risk and should
      not
      be purchased by anyone who cannot afford to lose their entire investment.
      Prospective investors should carefully review and consider the factors set
      forth
      in the section of this Memorandum entitled “RISK FACTORS,” as well as the other
      information set forth herein, before subscribing for any of the Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    RISK
      FACTORS

     

    You
      should carefully consider the following risk factors and warnings before making
      an investment decision.  The risks described below are not the only
      ones
      facing the Company.  There are additional risks, including ones that
      we do
      not yet know of, that may also impair our business operations.  If any
      of
      the following risks occur, our business, financial condition, or results of
      operations could be materially and adversely affected.  In such case,
      the
      trading price of our common stock could decline, and you may lose all or part
      of
      your investment.  You should also refer to the other information set
      forth
      in this Memorandum, including in the exhibits hereto.

    RISKS
      RELATED TO OUR BUSINESS

     

     

    We are a
      development stage company implementing a new business plan.

     

    We
      have recently discontinued our former business model involving the development
      of retail golf stores, and adopted a new model involving the development of
      non-asset based third-party logistics services. We have not yet commenced
      operations or completed an acquisition under our new business model. As a
      result, we have virtually no operating history under our current business model.
      Even though we are being managed by senior executives with significant
      experience in the industry, our limited operating history makes it difficult
      to
      predict the longer-term success of our business model. 

     

    We
      have not yet acquired any operating business. 

     

    Although
      the Company has identified an acquisition candidate, we have yet to acquire
      any
      company in the logistics industry and there can be no assurance that we will
      be
      able to complete any such acquisition on terms acceptable to us if at all. 
      Unless and until we complete such an acquisition, our business will consist
      solely of identifying and negotiating with potential acquisition candidates.
      

     

     

    Our
      present levels of capital may limit the implementation of our business strategy.
      

     

    The
      objective of our business strategy is to build a global logistics services
      organization. Critical to this strategy is an aggressive acquisition program
      which will require the acquisition of a number of diverse companies within
      the
      logistics industry covering a variety of geographic regions and specialized
      service offerings. The cash we seek to raise with this Offering will only be
      sufficient to finance a certain portion of the cash needed to close on our
      Initial Acquisition.  As a result, after our Initial Acquisition is
      completed, we will have limited cash resources.  Our ability to make
      additional acquisitions thereafter without securing additional financing from
      outside sources will be limited. This may limit or slow our ability to achieve
      the critical mass we may need to achieve our strategic objectives. 

     

    Risks
      related to acquisition financing. 

     

    When
      we complete this Offering, we will have only sufficient capital to make our
      Initial Acquisition.  In order to pursue our acquisition strategy in
      the
      longer term, we will require additional financing, which we intend to obtain
      through a combination of traditional debt financing or the placement of debt
      and
      equity securities. We may finance some portion of our future acquisitions by
      either issuing equity or by using shares of our common stock for all or a
      substantial portion of the consideration to be paid. In the event that the
      common stock does not attain or maintain a sufficient market value, or potential
      acquisition candidates are otherwise unwilling to accept common stock as part
      of
      the consideration for the sale of their businesses, we may be required to
      utilize more of our cash resources, if available, in order to maintain our
      acquisition program. If we do not have sufficient cash resources, our growth
      could be limited unless we are able to obtain additional capital through debt
      or
      equity financings. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    We
      are not obligated to follow any particular criteria or standards for identifying
      acquisition candidates. 

     

    Even
      though we have developed general acquisition guidelines, we are not obligated
      to
      follow any particular operating, financial, geographic or other criteria in
      evaluating candidates for potential acquisitions or business combinations.
      We
      will target companies which we believe will provide the best potential long-term
      financial return for our stockholders and we will determine the purchase price
      and other terms and conditions of acquisitions. Our stockholders will not have
      the opportunity to evaluate the relevant economic, financial and other
      information that our management team will use and consider in deciding whether
      or not to enter into a particular transaction. 

     

    There
      is a scarcity of and competition for acquisition opportunities.


     

    There
      are a limited number of operating companies available for acquisition which
      we
      deem to be desirable targets. In addition, there is a very high level of
      competition among companies seeking to acquire these operating companies. A
      large number of established and well-financed entities are active in acquiring
      interests in companies which we may find to be desirable acquisition candidates.
      Many of these entities have significantly greater financial resources, technical
      expertise and managerial capabilities than us. Consequently, we will be at
      a
      competitive disadvantage in negotiating and executing possible acquisitions
      of
      these businesses. Even if we are able to successfully compete with these
      entities, this competition may affect the terms of completed transactions and,
      as a result, we may pay more than we expected for potential acquisitions. We
      may
      not be able to identify operating companies that complement our strategy, and
      even if we identify a company that complements our strategy, we may be unable
      to
      complete an acquisition of such a company for many reasons, including: 

     

    ·        
      a failure to agree on the terms necessary for a transaction, such as the amount
      of the purchase price;

    ·        
      incompatibility between our operational strategies and management philosophies
      and those of the potential acquiree;

    ·        
      competition from other acquirers of operating companies;

    ·        
      a lack of sufficient capital to acquire a profitable logistics company; and

    ·        
      the unwillingness of a potential acquiree to work with the management of our
      corporation or our affiliate companies. 

     

    If
      we are unable to successfully compete with other entities in the acquisition
      of
      companies we target, we will not be able to successfully implement our business
      plan. 

     

    We
      may be required to incur a significant amount of indebtedness in order to
      successfully implement our acquisition strategy. 

     

    We
      anticipate that we will incur a significant amount of indebtedness in order
      to
      complete one or more acquisitions necessary for us to implement our business
      strategy. If we are not able to generate sufficient cash flow from the
      operations of acquired companies to make scheduled payments of principal and
      interest on the indebtedness,  we could  be required to use our
      capital for such payments, and we could default on the terms of such
      indebtedness. A default would initially restrict our ability to make additional
      acquisitions, and if not cured in the short-term, could result in a foreclosure
      of Company assets and jeopardize our ability to continue operating as a going
      concern  We cannot be certain that we will be able to operate profitably
      once we incur this indebtedness or that we will be able to generate a sufficient
      amount of proceeds from the ultimate disposition of such acquired companies
      to
      repay the indebtedness incurred to make these acquisitions.  

     

    Risks
      related to our acquisition strategy. 

     

    We
      intend to commence operations through the acquisition of a logistics business.
      Thereafter, we will attempt to build our business through a combination of
      organic growth, and to a greater extent, through additional acquisitions.
      Increased competition for acquisition candidates may develop in which event
      there may be fewer acquisition opportunities available to us as well as higher
      acquisition prices. There can be no assurance that we will be able to identify,
      acquire or profitably manage businesses or successfully integrate acquired
      businesses, if any, into the Company without substantial costs, delays or other
      operational or financial problems. Further, acquisitions involve a number of
      risks, including operating risks, diversion of management resources, failure
      to
      retain key personnel, and risks associated with unanticipated liabilities,
      some
      or all of which could have a material adverse effect on our business, financial
      condition and results of operations. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Proposed
      Platform Company acquisition subject to non-binding Letter of
      Intent.

     

                   We
      have entered into a Letter of Intent to acquire the Platform Company. 
      By
      its terms, the Letter of Intent is non-binding and subject to a number of
      material conditions, including (i) the parties entering into definitive
      acquisition agreements; (ii) completion of our due diligence; (iii) our ability
      to secure adequate financing; and (iv) the Platform Company’s ability to produce
      certain audited financial statements.  Accordingly, there can be no
      assurances that we will be able to complete the Platform Company
      acquisition.          
      If we
      are unable to complete the Platform Company acquisition, management will be
      caused to direct its attention to search for a substitute platform
      acquisition.  Although management has identified a number of other
      acquisition targets, there can be no assurances how long this search will take
      and whether we will be able to close on another suitable acquisition
      target.  Although investors will have right to request return of their
      net
      investment at the end of 12 months if we have not made an acquisition for that
      period, the investors will not have the use of their funds during the 12 month
      period.

     

    Management
      will have the sole discretion to close the Platform Company
      transaction.

     

                   
      Management will have the sole discretion to evaluate the Platform Company due
      diligence information and elect whether or not to close on the
      Acquisition.  The investors in this Offering will have no input in this
      decision.  Thus the investors are solely relying on management’s discretion
      and evaluation of the Platform Company’s due diligence information.

     

     

    The
      Platform Company financial information subject to audit.

     

                   
      In evaluating its selection of the Platform Company as an acquisition candidate,
      management relied upon unaudited financial results provided by the Platform
      Company.  There can be no assurances that following an audit, the Platform
      Company’s financial results will not be subject to material adverse
      changes.  Management will be solely entrusted with evaluating such results
      in connection with its determination of whether to complete the Acquisition,
      with no input from any investors. 

     

     

    Investor
      funds to be held in segregated account.

     

                   
      Although investor funds will be set aside and held in a segregated
      account by us until our Initial Acquisition, such funds will still be exposed
      to
      claims by third parties and Company creditors(although, until we commence
      operations, it is not likely that we will have any material creditors).

     

    Dependence
      on key personnel. 

     

    For
      the foreseeable future our success will depend largely on the continued services
      of our Chief Executive Officer, Bohn H. Crain, as well as certain of the other
      key executives of the Platform Company (assuming we complete that acquisition),
      because of their collective industry knowledge, marketing skills and
      relationships with major vendors and customers. The Company has or will have
      employment agreements with each of these individuals, which contain or will
      contain a non-competition covenant which survives their actual term of
      employment. Nevertheless, should any of these individuals leave the Company,
      it
      could have a material adverse effect on our future results of operations. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    We
      face intense competition in the freight forwarding, logistics and supply chain
      management industry. 

     

    The
      freight forwarding, logistics and supply chain management industry is intensely
      competitive and is expected to remain so for the foreseeable future. We face
      competition from a number of companies, including many that have significantly
      greater financial, technical, marketing resources and managerial capabilities.
      There are a large number of companies competing in one or more segments of
      the
      industry, although the number of firms with a global network that offer a full
      complement of freight forwarding and supply chain management services is more
      limited. Depending on the location of the customer and the scope of services
      requested, we must compete against both the niche players and larger entities.
      In addition, customers increasingly are turning to competitive bidding
      situations involving bids from a number of competitors, including competitors
      that are larger than us. 

     

     

    Our
      industry is consolidating and if we cannot gain sufficient market presence
      in
      our industry, we may not be able to compete successfully against larger, global
      companies in our industry. 

     

    There
      is a trend within our industry toward consolidation of niche players into larger
      companies which are attempting to increase global operations through the
      acquisition of regional and local freight forwarders. If we cannot gain
      sufficient market presence or otherwise establish a successful strategy in
      our
      industry, we may not be able to compete successfully against larger companies
      in
      our industry with global operations. 

     

     

     

    Provisions
      of our charter and Delaware laws may make a contested takeover of our Company
      more difficult. 

     

    Certain
      provisions of our certificate of incorporation and the General Corporation
      Law
      of the State of Delaware (the "GCL") could deter a change in our management
      or
      render more difficult an attempt to obtain control of us, even if such a
      proposal is favored by a majority of our stockholders. For example, we are
      subject to the provisions of the GCL that prohibit a public Delaware corporation
      from engaging in a broad range of business combinations with a person who,
      together with affiliates and associates, owns 15% or more of the corporation's
      outstanding voting shares (an "interested stockholder") for three years after
      the person became an interested stockholder, unless the business combination
      is
      approved in a prescribed manner. Finally, our certificate of incorporation
      includes undesignated preferred stock, which may enable our Board of Directors
      to discourage an attempt to obtain control of us by means of a tender offer,
      proxy contest, merger or otherwise. 

     

    We will need
      to
      secure a debt facility in order to complete the Platform Company acquisition.
      

     

    The
      net
      proceeds of this offering will not be sufficient to finance the Platform Company
      acquisition.  We will also have to secure additional proceeds through
      a
      debt facility. While we have not completed the negotiation of the terms of
      a
      debt facility, we expect the debt facility to include certain financial and
      operational covenants and we can provide no assurance that we will be able
      to
      comply with such covenants.  Although we have attempted to anticipate
      the
      terms of the debt facility, there can be no assurances that that the terms
      of
      such facility will not differ materially from those described in this
      Memorandum.  In addition, since the debt facility is not a condition
      to the
      closing of this Offering, there can be no assurances that we will be able to
      complete the acquisition of the Platform Company. (See "USE OF
      PROCEEDS"). 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    RISKS
      RELATED TO OUR COMMON STOCK

     

    Our
      common stock has not yet commenced
      trading.

     

    Our
      common stock is currently eligible to be quoted on the OTC Bulletin Board,
      however, no trading has yet commenced. Trading on the OTC Bulletin Board, once
      and if it commences, is characterized by low trading volume and significant
      price fluctuations.  Because of this limited liquidity, stockholders
      may be
      unable to sell their shares.  The trading price of our shares may from
      time
      to time fluctuate widely. The trading price may be affected by a number of
      factors including events described in the risk factors set forth in this report
      as well as our operating results, financial condition, announcements, general
      conditions in the industry, and other events or factors. In recent years, broad
      stock market indices, in general, and smaller capitalization companies, in
      particular, have experienced substantial price fluctuations. In a volatile
      market, we may experience wide fluctuations in the market price of our common
      stock. These fluctuations may have a negative effect on the market price of
      our
      common stock.

     

     

    The influx
      of
      additional shares of our common stock onto the market may create downward
      pressure on the trading price of our common stock.

     

    The
      initial sale or secondary resale of substantial amounts of our common stock
      in
      the public markets could have an adverse effect on the market price of our
      common stock, including any Shares purchased in this Offering.  Such
      an
      adverse effect on the market price would make it more difficult for us to sell
      our equity securities in the future at prices which we deem appropriate. 

    Additional
      dilution associated with our acquisition strategy. 

     

    We
      will require additional financing to fund our acquisition strategy. This will
      likely entail the issuance of additional shares of common stock or common stock
      equivalents, which would have the effect of further increasing the number of
      shares outstanding. In addition, we may issue more shares of common stock to
      facilitate a business combination, acquire assets or stock of another business,
      compensate employees or consultants or for other valid business reasons in
      the
      discretion of our Board of Directors, all of which could have the result of
      diluting the interests of our existing stockholders.

     

    We may issue
      shares of preferred stock with greater rights than our common
      stock.

     

    Although
      we have no current plans or agreements to issue any preferred stock, our
      articles of incorporation authorize our board of directors to issue shares
      of
      preferred stock and to determine the price and other terms for those shares
      without the approval of our shareholders. Any such preferred stock we may issue
      in the future could rank ahead of our common stock, in terms of dividends,
      liquidation rights, and voting rights.

     

    We do not
      anticipate paying dividends. 

     

    We
      have
      not paid any cash dividends on our common stock since our inception and we
      do
      not anticipate paying cash dividends in the foreseeable future. Any dividends
      that we may pay in the future will be at the discretion of our Board of
      Directors and will depend on our future earnings, any applicable regulatory
      considerations, covenants of the debt facility we are seeking, our financial
      requirements and other similarly unpredictable factors. For the foreseeable
      future, we anticipate that we will retain any earnings which we may generate
      from our operations to finance and develop our growth and that we will not
      pay
      cash dividends to our stockholders.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    We are not subject to certain of
      the
      corporate governance provisions of the Sarbanes-Oxley Act of
      2002

     

    Since
      our common stock is not listed for trading on a national securities exchange,
      we
      are not subject to certain of the corporate governance requirements established
      by the national securities exchanges pursuant to the Sarbanes-Oxley Act of
      2002,
      including, without limitation, their rules relating to independent directors,
      director nominations, audit committees, and the adoption of a codes of ethics.
      Unless we voluntarily elect to comply with those obligations, which we have
      not
      to date, the protections offered by those corporate governance provisions will
      not exist with respect to the Company. While we may make an application to
      have
      our securities listed for trading on a national securities exchange, which
      would
      require us to comply with those obligations, there is no assurance that we
      will
      do so.

    RISKS
      RELATED TO THE OFFERING

     

    Purchasers
      of the
      Shares may have to bear the risk of such investment for an indefinite period
      of
      time as federal and applicable state securities laws impose substantial
      restrictions on the resale of the common stock.

     

    The
      Shares offered hereby have not been registered under the Securities Act of
      1933
      or any state securities or blue-sky law and constitute “restricted securities”
      under applicable federal securities laws.  As a result, subscribers
      for the
      Shares may not sell or otherwise transfer such securities except pursuant to
      registration under the Securities Act and any applicable state securities laws
      or an exemption therefrom.  Because of such restrictions, a purchaser
      of
      the Shares must bear the economic risks of such investment for an indefinite
      period of time.  Although we have agreed to register the public resale
      of
      the Shares, there can be no assurance as to when such a registration statement
      will become effective or whether there will be a public trading market for
      our
      common stock at such time.  The influx into the market of such a
      significant number of shares could have an adverse effect on the market price
      of
      our common stock prior to the Company registering the public resale of the
      Shares covered by this Offering.

    Purchasers
      of
      the Shares will not have the protection of Section 11 of the Securities Act
      of
      1933.

                Since
      the Shares offered hereby have not been registered under the Securities Act
      of
      1933, purchasers of the Shares will not be entitled to the protection provided
      to purchasers of registered shares by Section 11 of the Securities Act of
      1933.

    The price of
      the
      Shares in this Offering may not be representative of the actual value of the
      shares.

     

    The
      offering price of the Shares has been determined by negotiation with our
      financial advisor based on the previous experience of our senior executives
      and
      the potential of the projects in which we will be participating in or intend
      to
      participate in after completion of this Offering, rather than upon other
      generally recognized criteria such as earnings, current market price per share,
      or net book value.  There can, therefore, be no assurance that the offering
      price is representative of the actual value of the Shares offered hereby.

    Purchasers
      of the
      Shares will incur an immediate and substantial dilution upon completion of
      the
      Offering.

     

    Since
      the net tangible book value per share of the Company, after giving effect to
      the
      Offering, will be less than the purchase price paid by the purchasers of the
      Shares in the Offering, the purchasers in the Offering will incur immediate
      dilution. 

    No legal or
      tax
      advice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    An
      investment in the common stock may involve certain material federal and state
      tax consequences.  Prospective investors should not rely on this Memorandum
      or any of the Exhibits hereto for legal, tax, or business advice. 
      Prospective investors in the Offering should consult with their respective
      legal
      counsel, accountant or business adviser as to legal, tax and related matters
      concerning investment in the common stock offered hereby.

     

    USE OF PROCEEDS

     

    The
      net
      proceeds from the sale of the Shares are estimated to be approximately
      $3,948,000 if the Minimum Offering is completed, or up to $5,972,000 if the
      Maximum Offering is completed ($6,984,000 if the Offering Option is exercised)
      after deducting placement agent fees and other expenses of the Offering. 
      We intend to use the net proceeds from the Offering, as follows:

    ·     
      to purchase 100% of the issued and outstanding equity interests of our Initial
      Acquisition;

    ·     
      to pay transaction fees and expenses; and

    ·     
      for general working capital.

     

                   
      Debt Facility

     

    The
      net proceeds available from this Offering will not be sufficient to finance
      the
      acquisition of the Platform Company, and may not be sufficient to finance any
      other Initial Acquisition, assuming we do not close on the acquisition of the
      Platform Company. Accordingly, we will be seeking to secure additional financing
      proceeds through a debt facility.

     

    We
      are
      in the process of negotiating a debt facility (the "Debt Facility") to provide
      the balance of the funds necessary to complete the Platform Company acquisition
      and for working capital. While the terms of the Debt Facility may materially
      differ from the terms we are currently negotiating, we anticipate that the
      Debt
      Facility may include the following material terms:

    1        
      a principal amount of up to $10.0 million

    2        
      a security interest in substantially all of the assets of our initial
      acquisition. 

    3        
      a prohibition on any distributions by us until the debt facility is retired

    4        
      certain financial and operational covenants.

     

    There
      is
      no assurance that the Debt Facility will be obtained or if obtained, that it
      will include the forgoing terms.   It is also likely that the
      Debt
      Facility will include other material terms that may impose limitations on us.
      

     

    Market information FOR Common stock

     

    Our
      common stock is currently eligible for quotation on the OTC Bulletin Board
      under
      the symbol “RLGT”, however, as of the date of this Memorandum, there has been no
      trading in our common stock.

    Dividend Policy

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                     

    We
      have
      not paid any cash dividends on our common stock to date, and we have no
      intention of paying cash dividends in the foreseeable future. Whether we declare
      and pay dividends will be determined by our board of directors at their
      discretion, subject to certain limitations imposed under Delaware law. The
      timing, amount and form of dividends, if any, will depend on, among other
      things, our results of operations, financial condition, cash requirements and
      other factors deemed relevant by our Board of Directors. We expect that our
      ability to pay dividends will be further limited by any credit facility we
      secure in order to facilitate the acquisition of the Platform Company or any
      other target company. 

     

    BUSINESS

     

    Overview

     

    We
      intend to build a leading global transportation and supply-chain management
      company by acquiring regional best-of-breed non-asset based transportation
      and
      logistics service providers.  Through strategic acquisitions, we plan
      to
      establish a non-asset based provider of third-party logistics services, offering
      a full range of time-definite transportation and distribution solutions. 
      In addition to time-definite transportation services, we also intend to provide
      a broad range of value added supply chain management services, including order
      fulfillment, inventory management and warehousing. 

     

    We plan
      to achieve this objective by completing an initial platform acquisition and
      then
      expanding our geographic presence and service offerings through a combination
      of synergistic acquisitions and organic expansion of our existing base
      of
      logistics operations.  

     

    Once
      our platform acquisition is completed, the focus of our strategy will be on
      acquiring and integrating logistics businesses that are likely to benefit from
      our anticipated access to sources of financing and long-term growth
      strategy.  Acquisition targets will be selected based upon their ability
      to
      demonstrate: 

     

    ●
      historic levels of profitability; 

     

    ●
      a proven record of delivering superior logistics services; 

     

    ●
      an established customer base of large and mid-sized companies; and 

     

    ●
      opportunities for significant growth within strategic segments of our
      business.

     

    Once
      acquisitions are completed, we intend to create additional shareholder value
      by
      improving productivity through the implementation or adoption of our
      technologies and business processes, improving transportation margins through
      the leverage of our growing purchasing power and enhancing the opportunity
      for
      organic growth through cross-selling opportunities and expanded services
      offerings.  

     

    Our
      strategy has been designed to take advantage of shifting market dynamics. 
      The third party logistics industry continues to grow as an increasing number
      of
      businesses outsource their logistics functions to more cost effectively manage
      and extract value from their supply chains.  Also, the industry is highly
      fragmented and is positioned for further consolidation as customers are
      demanding the types of sophisticated and broad reaching service offerings that
      can more effectively be handled by larger more diverse organizations.

     

                Given
      the size and highly fragmented composition of the industry, we believe there
      is
      an excellent opportunity to execute a consolidation strategy through the
      selective, strategic acquisition of other companies with complementary
      businesses with earnings between $1 million and $5 million.  We believe
      that companies of this size may be receptive to our acquisition program as
      they
      are often too small to be an acquisition target of larger public companies
      or
      independently attempt their own public offering.  

     

                We
      have entered into a letter of intent to acquire our first business although
      there can be no assurances that will be able to, or elect to, complete that
      acquisition (See “Recent Events- Proposed Acquisition”).  We have also
      identified a number of additional companies that may be suitable acquisition
      candidates and we are in preliminary discussions with a select number of
      them.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Industry Overview 

     

    As
      business requirements for efficient and cost-effective distribution services
      have increased, so has the importance and complexity of effectively managing
      freight transportation.  Businesses increasingly strive to minimize
      inventory levels, perform manufacturing and assembly operations in lowest cost
      locations and distribute their products in numerous global markets. 
      As a
      result, companies frequently desire expedited or time-definite shipment
      services.  Time-definite shipments are delivered at a specific time
      and are
      typically not expedited, which results in a lower rate than for an expedited
      shipment.

     

    Customers
      have two principal distribution alternatives: a freight forwarder or a
      fully-integrated carrier. A freight forwarder, such as the Platform Company,
      procures shipments from customers and arranges the transportation of the cargo
      on a carrier.  A freight forwarder may also arrange pick-up from the
      shipper to the carrier and delivery of the shipment from the carrier to the
      recipient. Freight forwarders often tailor shipment routing to meet the
      customer’s price and service requirements. Fully-integrated carriers, such as
      FedEx Corporation, DHL Worldwide Express, Inc. and the United Parcel Service
      (“UPS”), provide pick up and delivery service, primarily through their own
      captive fleets of trucks and aircraft.  Because freight forwarders select
      from various transportation options in routing customer shipments, they are
      often able to serve customers less expensively and with greater flexibility
      than
      integrated carriers.  Freight forwarders, generally handle shipments
      of any
      size and can offer a variety of customized shipping options. 

    Most
      freight forwarders, like the Platform Company, focus on heavier cargo and do
      not
      generally compete with integrated shippers of primarily smaller parcels. 
      In addition to the high fixed expenses associated with owning, operating and
      maintaining fleets of aircraft, trucks and related equipment, integrated
      carriers often impose significant restrictions on delivery schedules and
      shipment weight, size and type.  On occasion, integrated shippers serve
      as
      a source of cargo space to forwarders. Additionally, most freight forwarders
      do
      not generally compete with the major commercial airlines, which, to some extent,
      depend on forwarders to procure shipments and supply freight to fill cargo
      space
      on their scheduled flights. 

          
      We believe there are several factors that are increasing demand for global
      logistics solutions. These factors include:

     

    1    Outsourcing
      of non-core activities. Companies increasingly outsource freight forwarding,
      warehousing and other supply chain activities to allow them to focus on their
      respective core competencies. From managing purchase orders to the timely
      delivery of products, companies turn to third party logistics providers to
      manage these functions at a lower cost and more efficiently. 

     

    2    Globalization
      of trade. As barriers to international trade are reduced or substantially
      eliminated, international trade is increasing. In addition, companies
      increasingly are sourcing their parts, supplies and raw materials from the
      most
      cost competitive suppliers throughout the world. Outsourcing of manufacturing
      functions to, or locating company-owned manufacturing facilities in, low cost
      areas of the world also results in increased volumes of world trade.

     

    3    Increased
      need for time-definite delivery. The need for just-in-time and other
      time-definite delivery has increased as a result of the globalization of
      manufacturing, greater implementation of demand-driven supply chains, the
      shortening of product cycles and the increasing value of individual shipments.
      Many businesses recognize that increased spending on time-definite supply chain
      management services can decrease overall manufacturing and distribution costs,
      reduce capital requirements and allow them to manage their working capital
      more
      efficiently by reducing inventory levels and inventory loss.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4    A
      shift toward a decreasing number of global logistics. Companies are
      decreasing the number of freight forwarders and supply chain management
      providers with which they interact.  We believe companies want to transact
      business with a limited number of providers which are familiar with their
      requirements, processes and procedures, and can function as long-term partners.
      In addition, there is strong pressure on national and regional freight
      forwarders and supply chain management providers to become aligned with a global
      network. Larger freight forwarders and supply chain management providers benefit
      from economies of scale which enable them to negotiate reduced transportation
      rates and to allocate their overhead over a larger volume of transactions.
      Globally integrated freight forwarders and supply chain management providers
      are
      better situated to provide a full complement of services, including pick-up
      and
      delivery, shipment via air, sea and/or road transport,  warehousing
      and distribution, and customs brokerage.

     

    5    Increasing
      influence of e-business and the internet. Technology advances have allowed
      businesses to connect electronically through the Internet obtain relevant
      information and make purchase and sale decisions on a real-time basis, resulting
      in decreased transaction times and increased business-to-business activity.
      In
      response to their customers' expectations, companies have recognized the
      benefits of being able to transact business electronically. As such, businesses
      increasingly are seeking the assistance of supply chain service providers with
      sophisticated information technology systems which facilitate real-time
      transaction processing and web-based shipment monitoring.

     

     

    Our
      Business Strategy 

     

    Our
      objective is to provide customers with comprehensive value-added logistics
      solutions. We plan to achieve this goal through one or more platform
      acquisitions, which will establish our baseline of service offerings. 
      Thereafter we expect to grow our business organically and by completing a number
      of acquisitions of other companies with complementary geographical and logistics
      service offerings. These acquisitions are generally expected to have earnings
      of
      $1.0 to $5.0 million. Companies in this range of earnings may be receptive
      to
      our acquisition program since they are often too small to be identified as
      acquisition targets of larger public companies or to independently attempt
      their
      own public offerings. 

     

    We
      believe we can successfully implement our acquisition strategy due to the
      following factors: 

     

    ●
      the highly fragmented composition of the market; 

     

    ●
      our strategy for creating an organization with global reach, which should
      enhance an acquired company's ability to compete in its local and regional
      market through an expansion of offered services and lower operating costs;


     

    ●
      the potential for increased profitability as a result of our centralization
      of
      certain administrative functions, greater purchasing power, and economies of
      scale; 

     

    ●
      our status as a public corporation provides us with a currency for acquisitions;
      and 

     

    ●
      the ability to utilize our experienced management in identifying acquisition
      opportunities and consummating the acquisitions. 

     

                       
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Competition and Business Conditions 

     

    The
      logistics business is directly impacted by the volume of domestic and
      international trade. The volume of such trade is influenced by many factors,
      including economic and political conditions in the United States and abroad,
      major work stoppages, exchange controls, currency fluctuations, acts of war,
      terrorism and other armed conflicts, United States and international laws
      relating to tariffs, trade restrictions, foreign investments and taxation.


     

    The
      global logistics services and transportation industries are intensively
      competitive and are expected to remain so for the foreseeable future. We will
      compete against other integrated logistics companies, as well as transportation
      services companies, consultants, information technology vendors and shippers'
      transportation departments. This competition is based primarily on rates,
      quality of service (such as damage-free shipments, on-time delivery and
      consistent transit times), reliable pickup and delivery and scope of operations.
      Most of our competitors will have substantially greater financial resources
      than
      we do. 

     

    Regulation 

     

    There
      are numerous transportation related regulations.  Failure to comply
      with
      the applicable regulations or to maintain required permits or licenses could
      result in substantial fines or revocation of operating permits or authorities.
      We cannot give assurance as to the degree or cost of future regulations on
      our
      business. Some of the regulations affecting our prospective operations are
      described below. 

     

     Air
      freight forwarding businesses are subject to regulation, as an indirect air
      cargo carrier, under the Federal Aviation Act by the U.S. Department of
      Transportation.  However, air freight forwarders are exempted from most
      of
      the Federal Aviation Act's requirements by the Economic Aviation Regulations.
      The air freight forwarding industry is subject to regulatory and legislative
      changes that can affect the economics of the industry by requiring changes
      in
      operating practices or influencing the demand for, and the costs of providing,
      services to customers. 

     

     Surface
      freight forwarding operations are subject to various federal statutes and are
      regulated by the Surface Transportation Board. This federal agency has broad
      investigatory and regulatory powers, including the power to issue a certificate
      of authority or license to engage in the business, to approve specified mergers,
      consolidations and acquisitions, and to regulate the delivery of some types
      of
      domestic shipments and operations within particular geographic areas. The
      Surface Transportation Board and U.S. Department of Transportation also have
      the
      authority to regulate interstate motor carrier operations, including the
      regulation of certain rates, charges and accounting systems, to require periodic
      financial reporting, and to regulate insurance, driver qualifications, operation
      of motor vehicles, parts and accessories for motor vehicle equipment, hours
      of
      service of drivers, inspection, repair, maintenance standards and other safety
      related matters. The federal laws governing interstate motor carriers have
      both
      direct and indirect application to the Company. The breadth and scope of the
      federal regulations may affect the operations of the Company and the motor
      carriers which are used in the provisioning of the transportation services.
      In
      certain locations, state or local permits or registrations may also be required
      to provide or obtain intrastate motor carrier services for the Company. 
      

     

    The
      Federal Maritime Commission, or FMC, regulates and licenses ocean forwarding
      operations. If we establish an international platform of operations, we will
      be
      subject to regulation of the FMC. Indirect ocean carriers (non-vessel operating
      common carriers) are subject to FMC regulation, under the FMC tariff filing
      and
      surety bond requirements, and under the Shipping Act of 1984, particularly
      those
      terms proscribing rebating practices. 

     

    United
      States customs brokerage operations are subject to the licensing requirements
      of
      the U.S. Treasury and are regulated by the U.S. Customs Service. If we establish
      an international platform of operations, we will be subject to regulation by
      the
      Customs Service. Foreign customs brokerage operations are also licensed in
      and
      subject to the regulations of their respective countries.

     

    In
      the United States, we will also be subject to federal, state and local
      provisions relating to the discharge of materials into the environment or
      otherwise for the protection of the environment. Similar laws apply in many
      foreign jurisdictions in which we may operate in the future. Although current
      operations have not been significantly affected by compliance with these
      environmental laws, governments are becoming increasingly sensitive to
      environmental issues, and we cannot predict what impact future environmental
      regulations may have on our business.  We do not anticipate making any
      material capital expenditures for environmental control purposes. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    Recent
      Events – Proposed Acquisition 

     

               
      On September 19, 2005, we entered into a Letter of Intent to acquire
      100% of the issued and outstanding capital stock of our initial platform company
      (the “Platform Company”) which provides domestic and international freight
      forwarding services, arranging the total transport of customers’ freight from
      the shipper’s location to the designated recipients, including the preparation
      of shipping documents; and the provision of handling, packing, and
      containerization services through a network of exclusive agent offices across
      North America.  The Platform Company has a diversified account base
      of over
      6,000 customers including manufacturers, distributors and nation retail chains
      and a network of over 3,000 independent carriers and over 100 international
      agents positioned strategically around the world.

     

                 Based
      upon unaudited management financial information provided to us in connection
      with our due diligence efforts, for the fiscal year ended June 30, 2005, the
      Platform Company realized normalized income from continuing operations of
      approximately $2.5 million on gross revenues of approximately $53.0 million.

               
      

    Pursuant
      to the Letter of Intent, we have agreed to acquire the Platform Company (the
      "Acquisition") in a transaction valued up to $14,000,000. This consists
      of:  (i) $10,000,000 payable in cash at Closing; (ii)  an additional
      base payment of $600,000 payable in cash on the one-year anniversary of the
      Closing, provided at least 90% of the Platform Company’s locations remain
      operational through the first anniversary of the Closing (the “Additional Base
      Payment”); (iii) a base earn-out payment of $1,900,000 payable in Company stock
      over a three-year earn-out period based upon the Platform Company achieving
      Income from Continuing Operations of not less than $2,500,000 per year; (iv)
      and
      as additional incentive to achieve future earnings growth, an opportunity to
      earn up to an additional $1,500,000 payable in Company stock at the end of
      a
      five-year earn-out period (the “Tier-2 Earn-Out”). Under the Platform Company’s
      Tier-2 Earn-Out, the former shareholders of the Platform Company are entitled
      to
      receive 50% of the cumulative Income from Continuing Operations in excess of
      $15,000,000 generated during the five-yearearn-out period up to a maximum of
      $1,500,000. Closing of the Acquisition is contingent upon the completion of
      several conditions, including:  (i) the completion of this Offering;
      (ii)
      our ability to secure debt or other additional financing necessary to fund
      the
      acquisition, (iii) the completion of definitive acquisition agreements among
      the
      parties; and (iv) the completion of a due diligence review by each of the
      parties to the Acquisition, including the preparation of audited financial
      statements by the Platform Company for the year ended June 30, 2005. 


     

     

     

    MANAGEMENT AND DIRECTORS

     

               
      The following table sets forth information concerning our executive officers
      and
      directors.  Each of the executive officers will serve until his or her
      successor is appointed by our Board of Directors or such executive officer’s
      earlier resignation or removal.  Each of the directors will serve until
      the
      next annual meeting of stockholders or such director’s earlier resignation or
      removal.  

     

    
      	
              
                Name

              

            	
              
                Age

              

            	
              
                Position

              

            
	
               

            	
               

            	
               

            
	
              Bohn
                H. Crain.................................... 

            	
              41

            	
              Chief Executive
                Officer, Chief Financial Officer and Chairman

            
	
               

            	
               

            	
               

            
	
              Stephen
                M. Cohen.............................. 

            	
              49

            	
              General Counsel,
                Treasurer, Secretary and Director  

            
	
               

            	
               

            	
               

            


    

     

    Bohn
      H. Crain.   Mr. Crain has served as our Chief Executive
      Officer, Chief Financial Officer and Chairman of our Board of Directors since
      October 10, 2005.  Mr. Crain brings over 15 years of industry and capital
      markets experience in transportation and logistics.  Since January 2005,
      Mr. Crain has served as the Chief Executive Officer of Radiant Capital Partners,
      LLC, an entity he formed to execute a consolidation strategy in the
      transportation/logistics sector.  Prior to founding Radiant, Mr. Crain
      served as the executive vice president and the chief financial officer of
      Stonepath Group, Inc. from January 2002 until December 2004.  Stonepath
      is
      a global non-asset based provider of third party logistics services listed
      on
      the American Stock Exchange.   In 2001, Mr. Crain served as the
      executive vice president and chief financial officer of Schneider Logistics,
      Inc., a third-party logistics company, and from 2000 to 2001, he served as
      the
      vice president and treasurer of Florida East Coast Industries, Inc., a public
      company engaged in railroad and real estate businesses listed on the New York
      Stock Exchange.  Between 1989 and 2000, Mr. Crain held various vice
      president and treasury positions for CSX Corp., and several of its subsidiaries,
      a Fortune 500 transportation company listed on the New York Stock
      Exchange.  Mr. Crain earned a Bachelor of Science in Accounting from
      the
      University of Texas.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Stephen
      M. Cohen.   Mr. Cohen has served as our General Counsel,
      Secretary, Treasurer and member of our Board of Directors since October 10,
      2005.  In 2004, Mr. Cohen founded SMC Capital Advisors, Inc. which provides
      business and legal consulting services focusing on corporate finance and federal
      securities matters.  From 2000 until 2004, Mr. Cohen served as senior
      vice
      president, generalcounsel and secretary of Stonepath Group, Inc., a global
      non-asset based provider of third party logistics services listed on the
      American Stock Exchange, where he helped transition that company from a venture
      investor in early stage technology businesses to a global logistics company
      and
      assisted in the acquisition of domestic and international logistics companies
      in
      the United States, Asia and South America.  Prior to 2000, Mr. Cohen
      practiced law, including having been a shareholder of Buchanan Ingersoll P.C.,
      from 1996 to 2000, and a partner at Clark, Ladner, Fortenbaugh & Young from
      1990 to 1996.   Mr. Cohen earned a Bachelor of Science in Accounting
      from the School of Commerce and Finance of Villanova University in 1977, a
      Juris
      Doctor from TempleUniversity in 1980, and an LLM in Taxation from Villanova
      University School of Law.  Mr. Cohen is licensed to practice law in
      Pennsylvania.  

     

     

    Employment and
      Option Agreements 

     

    We
      intend to enter into an employment agreement with our Chief Executive Officer,
      Mr. Crain, providing for an initial employment term of five years which shall
      automatically be renewed for consecutive one‐year renewal terms thereafter,
      subject to certain notice provisions. We expect that any such agreement will
      provide Mr. Crain with the right to an annual base salary of $125,000 (which
      shall increase to $250,000 on the completion of our first acquisition.) In
      addition to his base salary, Mr. Crain will be entitled to bonus compensation
      based upon the achievement of certain target objectives of up to 50% of the
      base
      salary, as well as discretionary merit bonuses that can be awarded at the
      discretion of our Board of Directors.  Mr. Crain will also be entitled
      to
      certain severance benefits upon his death, disability or termination of
      employment, as well as fringe benefits including participation in pension,
      profit sharing and bonus plans as applicable, and life insurance,
      hospitalization, major medical, paid vacation and expense reimbursement. 
      We expect that Mr. Crain will agree to standard and customary non-solicitation,
      non-competition, work made for hire, and confidentiality provisions. 


     

    In
      connection with his employment, we will be issuing an option to Mr. Crain to
      purchase 2,000,000 shares of common stock, 1,000,000 of which will be
      exercisable at $.50 per share and the balance of which will be exercisable
      at
      $.75 per share. The options have a term of 10 years and vest in equal annual
      installments over the five year period commencing on the date of
      grant.   

     

    
    

    The
      option contains a change in control provision which is triggered in the event
      that we are acquired by merger, share exchange or otherwise, sells all or
      substantially all of our assets, or all of the stock of the Company is acquired
      by a third party (each, a “Fundamental Transaction”).  In the event of a
      Fundamental Transaction, all of the options will vest and Mr. Crain shall have
      the full term of such Options in which to exercise any or all of them,
      notwithstanding any accelerated exercise period contained in any such
      Option.

     

    Directors'
      Compensation

     

    We do
      not intend to pay any cash compensation to our employee directors, other than
      to
      reimburse them for their cost of travel and other out-of-pocket costs incurred
      to attend Board meetings or other activities on behalf of the Company. We
      currently have no policy with respect to the granting of fees to non-employee
      directors in connection with their services to the Company, since we currently
      have no non-employee directors.  We plan to solicit the appointment
      of
      non-employee directors once we commence our acquisition strategy.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECURITY
      OWNERSHIP OF CERTAIN

    BENEFICIAL
      OWNERS AND MANAGEMENT

     

    The
      following table sets forth certain information regarding the beneficial
      ownership of our common stock as of October 18, 2005, and as adjusted to reflect
      the issuance of the Shares in this Offering by (i) each person who, to our
      knowledge, beneficially owns, or upon completion of the Offering will
      beneficially own, more than 5% of our common stock; (ii) each of our current
      and
      proposed directors and executive officers of the Company; and (iii) all of
      our
      current and proposed executive officers and directors as a group:

    
      	
               

            	
               

            	
              Percent
                of Class

            
	
              Name of

              Beneficial
                Owner

            	
              Amount(1)

            	
               

              Before(2)


              Offering

            	
               

              After(3)

              Offering

            	
              After(4)

              Maximum

              Offering

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Bohn H. Crain

            	
                 
                7,500,000(5)

            	
              46.8%

            	
              24.2%

            	
              20.8%

            
	
              Stephen M. Cohen

            	
              2,500,000

            	
              15.6%

            	
              8.0%

            	
              6.9%

            
	
              All officers and directors as a group
                (2
                persons)

            	
              10,000,000

            	
              62.4%

            	
              32.2%

            	
              27.7%

            
	
               

            	
               

            	
               

            	
               

            	
               

            


    

    _____________________

     

    (1)  The
      securities "beneficially owned" by a person are determined in accordance with
      the definition of "beneficial ownership" set forth in the rules and regulations
      promulgated under the Securities Exchange Act of 1934, and accordingly, may
      include securities owned by and for, among others, the spouse and/or minor
      children of an individual and any other relative who has the same home as such
      individual, as well as other securities as to which the individual has or shares
      voting or investment power or which such person has the right to acquire within
      60 days after the date of this Memorandum pursuant to the exercise of options,
      or otherwise.  Beneficial ownership may be disclaimed as to certain
      of the
      securities.  Includes the surrender for cancellation of 7,700,001 shares
      held by Mr. Crain and Mr. Cohen, at the Closing of the Minimum Offering.

    (2)  This
      table has been prepared based on 28,236,907 shares of common stock outstanding
      as of October 18, 2005 and gives effect to a 3.5 to 1 stock dividend effective
      as of October 21, 2005. and the completion of our initial round of financing
      of
      2,272,728 shares. 

    (3)  Assumes
      31,036,906shares of common stock outstanding after completion of the Minimum
      Offering, includes the surrender for cancellation of 7,700,001 shares held
      by
      certain shareholders, including our directors and executive officers, and the
      issuance of 500,000 shares to a financial advisor.  

    (4)  Assumes
      36,036,906 shares of common stock outstanding after completion of the Maximum
      Offering, includes the surrender for cancellation of 7,700,001 shares held
      by
      certain shareholders,  including our directors and executive officers,
      and
      the issuance of 500,000 shares to a financial advisor.  

    (5) 
      Does not include 2,000,000 shares issuable upon exercise of options which are
      subject to vesting.  See “MANAGEMENT-Employment and Option Agreements.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DESCRIPTION
      OF CAPITAL STOCK

     

    Common
      Stock

    We
      are
      authorized to issue 50,000,000 shares of common stock, $0.001 par value per
      share, of which20,536,906 are outstanding as of October 18, 2005.  The
      forgoing gives effect to a 3.5 to 1 stock dividend  effective October
      21,
      2005 and the surrender for cancellation of 7,700,001 shares held by certain
      shareholders, including our directors and executive officers, at the Closing
      of
      the Minimum Offering.  

    Holders
      of common stock have equal rights to receive dividends when, as and if declared
      by the Board of Directors, out of funds legally available therefor. We have
      not
      declared any dividends, and we do not plan to declare any dividends in the
      foreseeable future. Holders of Common Stock have one vote for each share held
      of
      record and do not have cumulative voting rights.  Holders of Common
      Stock
      are entitled, upon liquidation of the Company, to share ratably in the net
      assets available for distribution, subject to the rights, if any, of holders
      of
      any preferred stock then outstanding.  Shares of common stock are not
      redeemable and have no preemptive or similar rights.  All outstanding
      shares of common stock are, and the shares of common stock sold in the Offering
      will when issued be, fully paid and non-assessable. 

     

    Preferred Stock

     

               
      We are authorized to issue 5,000,000 shares of preferred stock, par value $0.001
      per share.  As of the date of this Memorandum, no shares of preferred
      stock
      are outstanding.  Our Board of Directors has the authority, without
      further
      action by our stockholders, to issue shares of preferred stock in one or more
      series, and to fix, as to any such series, any dividend rate, redemption price,
      preference on liquidation or dissolution, sinking fund terms, conversion rights,
      voting rights, and any other preference or special rights and
      qualifications.

     

    Stock
      Options

     

     We
      have adopted a 2005 Stock Incentive Plan (the “Plan”).  Our Plan provides
      that options for up to 5,000,000 shares of our common stock may be issued.
      Under
      its terms, employees, officers, directors of the Company and our subsidiaries
      are currently eligible to receive non-qualified stock options, restricted stock
      awards, and incentive stock options within the meaning of section 422 of the
      Internal Revenue Code.  In addition, advisors and consultants who perform
      services for us or our subsidiaries are eligible to receive non-qualified stock
      options under the Plan.  The Plan is administered by our Board of Directors
      or a committee designated by our Board of Directors. 

    All
      stock options granted under the Plan are exercisable up to ten years from the
      date of grant. We are not permitted to grant incentive stock options under
      the
      Plan at exercise prices that are less than the fair market value of our common
      stock on the date of grant.  The term of an incentive stock option granted
      under the Plan to a shareholder owning more than 10% of our issued and
      outstanding common stock may not exceed five years and the exercise price of
      an
      incentive stock option granted to any such stockholder may not be less than
      110%
      of the fair market value of our common stock on the date of grant. The Plan
      contains certain limitations on the maximum number of shares of our common
      stock
      that may be awarded in any calendar year to any one individual for the purposes
      of section 162(m) of the Internal Revenue Code. 

               
      As of the date of this Agreement, there are outstanding options to purchase
      2,000,000 shares of common stock, 1,000,000 of which have been granted at an
      exercise price of $.50 and 1,000,000 of which have been granted at an exercise
      price of $.75.

     

    Transfer Agent and Registrar

     

                 Our
      transfer agent and registrar is Pacific Stock Transfer Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    INDEMNIFICATION
      OF OFFICERS AND
      DIRECTORS



    Our
      certificate of incorporation limits the personal liability of our officers
      and
      directors for monetary damages for breach of their fiduciary duty as directors,
      except for liability that cannot be eliminated under the Delaware General
      Corporation Law.  Our by-laws also provide for the Company to indemnify
      directors and officers to the fullest extent permitted by the Delaware General
      Corporation Law.  These provisions may have the practical effect in
      certain
      cases of eliminating the ability of stockholders to collect monetary damages
      from directors or officers.

    The
      indemnification provisions described above provide coverage for claims arising
      under the Securities Act and the Exchange Act.  Insofar as indemnification
      for liabilities arising under the Securities Act may be permitted for directors,
      officers and controlling persons of the Company pursuant to our articles of
      incorporation, by-laws, the Delaware General Corporation Law, or otherwise,
      we
      have been advised that in the opinion of the SEC, such indemnification is
      against public policy as expressed in the Securities Act and is, therefore,
      unenforceable.

    REGISTRATION RIGHTS 

     

    Purchasers
      of the Shares and certain permitted assignees will be entitled to the rights
      provided in the Registration Rights Provisions attached to this Memorandum
      as
      Exhibit B. The following description summarizes certain terms contained within
      the Registration Rights Provisions.  The summary is not complete, however,
      and is qualified in its entirety by reference to all of the provisions contained
      in Exhibit B. 

    We have
      agreed to file a registration statement with the SEC within 90 days after
      completion of the Initial Acquisition to permit the public resale of the Shares.
      We have also agreed to use our commercially reasonable best efforts to cause
      that registration statement to be declared effective by the SEC as soon as
      practicable thereafter and to keep that registration statement effective until
      the earlier of two years after the completion of the Offering or until the
      Shares can be sold without restriction under Rule 144 of the Act. This includes
      using our best efforts to respond to any comments of the SEC within ten (10)
      business days following receipt thereof, or in the case of a full SEC review,
      within fifteen (15) business days following receipt thereof.If for any reason
      we
      do not file a registration statement for the Shares on the appropriate form
      within ninety (90) days after the completion of the Initial Acquisition, we
      will
      issue, pro rata, an additional 1%, in the aggregate, of the Shares sold in
      this
      Offering to the Investors for no additional costs.  Additionally, for
      every
      thirty (30) days that we are delayed from filing the registration statement,
      we
      will issue, pro rata, an additional 1% of the Shares sold in this Offering
      to
      the Investors for no additional costs. We agree to bear the expenses of such
      registration with the SEC and qualification under states' securities laws,
      including fees and disbursements of our counsel.

     

                Our
      obligation to effect such registration and to maintain its effectiveness is
      subject to the imposition of certain "blackout" periods. A "blackout period"
      is
      a period during which we may suspend offers and sales of the Shares because
      we
      have determined that, because of the existence of certain significant events
      or
      conditions, the registration and distribution of Shares under a registration
      statement would be seriously detrimental to us and to our shareholders. We
      may
      not impose blackout periods totaling an aggregate of more than 30 trading days
      in any rolling 12 month period.

    Our
      obligation to register your Shares is subject to your providing us with certain
      information described in the Registration Rights Provisions which we need to
      register those Shares.

    Your
      may only assign your registration rights (a) if you are a partnership, to your
      present or former partners in accordance with their partnership interests,
      (b)
      if you are a corporation, to your stockholders in accordance with their
      interests in the corporation, (c) if you are a limited liability company, to
      your present or former members in accordance with their membership interests,
      (d) if you are an individual, to your spouse, descendants, or certain entities
      which are solely for the benefit of such individuals, or (e) to your affiliates.
      

    The
      Registration Rights Provisions may be amended with the consent of the holders
      of
      a majority of the Shares purchased in this Offering. Under those circumstances,
      your Registration Rights could be diminished without your consent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    REPURCHASE RIGHTS

     

    All
      net
      proceeds of the Offering will be placed by us into an interest bearing
      segregated account (the “Segregated Account”) and may be invested in
      high-quality liquid short-term investments.  The proceeds will be held
      in
      the Segregated Account until we complete the Initial Acquisition.  Upon
      completion of the Initial Acquisition, all proceeds from the Segregated Account
      will be available to us and used for the purposes described in this
      Memorandum.  See “USE OF PROCEEDS”. 

    In
      the
      event that we do not complete an Initial Acquisition within twelve (12) months
      after completion of this Offering (the “Repurchase Date”), we will offer to
      repurchase the Shares from each holder of record of the Shares on the Repurchase
      Date at a price equal to $.405 per Share (the net proceeds attributable to
      the
      Shares), plus any interest earned on such amount (the “Repurchase Amount”) by
      providing written notice (the “Repurchase Notice”) to each holder of record of
      the Shares on the Repurchase Date.  The Repurchase Notice shall inform
      each
      holder of its right to sell the Shares to us and direct each holder to execute
      and return the Repurchase Notice to us within thirty (30) days indicating
      whether he, she or it desires to exercise or waive such right.  

    Holders
      waiving such right will continue to be stockholders of the Company and funds
      allocable to the Shares held of record by such holders will be available to
      us
      and used for the purposes described in this Memorandum.  See “USE OF
      PROCEEDS”.  Holders desiring to exercise such right shall return to us all
      certificates evidencing the Shares in the manner and to the place designated
      in
      the Repurchase Notice.  Upon our receipt of certificates evidencing
      the
      Shares, we will pay the Repurchase Amount to the person whose name appears
      on
      the certificate and such holder shall no longer be a stockholder of the
      Company.  In the event that a holder notifies us that it desires to
      exercise such right and fails to return to us its certificates evidencing the
      Shares, such holder shall have no rights as a stockholder of the Company or
      otherwise except for the right to receive the Repurchase Amount from us at
      such
      time as the certificates are received by us.  

     

     

    PLAN
      OF
      DISTRIBUTION

     

    We
      are
      offering to sell up to $6,600,000 of common stock ($7,700,000 if the Offering
      Option is exercised) pursuant to the terms of this Memorandum.  The
      closing
      of the Offering and the disbursement of funds are specifically conditioned
      upon
      our receipt and acceptance of subscriptions aggregating at least
      $4,400,000.  If at any time during the Offering, subscriptions from
      investors acceptable to us for 10,000,000 Shares have been received and
      accepted, we may (1) accept such subscriptions at an initial closing and (2)
      continue to offer for sale the remaining Shares until the earlier of the date
      all Shares are sold or the close of the offering period.  After the
      initial
      closing, we may accept subscriptions until the close of the Offering Period
      and
      funds released from escrow at additional closings held at such time or times
      as
      the Company shall deem advisable.  The minimum dollar amount of Shares
      that
      may be purchased by any subscriber is $50,000, unless we waive the requirement
      in our sole discretion.

    If
      you
      wish to subscribe for Shares, you must complete the subscription documents
      in
      the form attached to this Memorandum and follow the instructions for assuring
      that payment is made for the full purchase price in immediately available
      funds.  All such funds will be deposited in a non-interest earning escrow
      account (the “Escrow Account”) established with a third party financial
      institution.  Such funds must be deposited by November 30, 2005, or
      such
      later date that we determine, however no later than December 31, 2005
      (“Termination Date”).  The funds will be held in the Escrow Account until
      the closing of the Minimum Amount at which time the funds will be distributed
      to
      us and the Shares will be issued.  

    In
      the
      event total acceptable subscriptions to us and funds deposited in the Escrow
      Account by the Termination Date do not reach $4,400,000 original subscription
      amounts will be returned to each subscriber together with interest earned,
      if
      any, on each subscription while it was in the Escrow Account.  

    Placement
      Agent.  We have engaged Emerging Growth Equities, Ltd. (the “Placement
      Agent”) in order to place some or all of the Shares being offered
      hereunder.  The Shares will be sold on a best-efforts basis. 
      There is
      no firm commitment by any Placement Agent, or any other person, to purchase
      or
      sell the Shares.  A Placement Agent may engage other participating dealers
      in connection with the Offering and may reallocate a portion of its
      compensation.  

    We
      will
      pay the Placement Agent a cash fee equal to 8% of the gross sales price of
      all
      Shares sold in the Offering by the Placement Agent. We have also agreed to
      issue
      to the Placement Agent common stock purchase warrants (the “Placement Agent
      Warrants”) to purchase 8% of the Shares sold in this Offering (subject to
      limited carve-out for certain investors identified by us prior to the engagement
      of the Placement Agent). The Placement Agent Warrants will have an exercise
      price equal to 120% of the price of the Shares sold in this Offering, and will
      have a term of five years.  We have also agreed to indemnify the Placement
      Agent against certain liabilities, including certain liabilities under the
      Securities Act of 1933.

    Expenses. 
      We will pay all of our costs and expenses of the Placement Agent in connection
      with the Offering, including, but not limited to, all expenses related to the
      costs incurred to prepare, reproduce or print this Memorandum, legal expenses
      and other expenses incurred in qualifying the Offering for sale under state
      securities, or “blue sky,” laws of such jurisdictions as may be reasonably
      requested by the Placement Agent, and the reasonable fees and expenses of our
      and the Placement Agent’s attorneys and accountants.  

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    INVESTOR SUITABILITY REQUIREMENTS AND SUBSCRIPTION
      PROCEDURES

     

    The
      common stock is being offered for sale pursuant to Rule 506 of Regulation D
      of
      the Securities Act to an unlimited number of persons who meet the definition
      of
      an “accredited investor” under Regulation D.  An “accredited investor”
      under Regulation D includes any person who satisfies any one of the categories
      of accredited investors set forth in Rule 501(a) of Regulation D
      promulgated under the Securities Act, including without limitation any one
      of
      the following:

    1.   any
      natural person whose individual net worth, or joint net worth with that person’s
      spouse, at the time of purchase exceeds $1,000,000;

     

    2.   any
      natural person who had an income in excess of $200,000 in each of the two most
      recent years or joint income with that person’s spouse in excess of $300,000 in
      each of those years and has a reasonable expectation of reaching the same income
      level in the current year;

     

    3.   any
      trust with total assets in excess of $5,000,000, not formed for the specific
      purpose of acquiring the securities offered, whose purchase is directed by
      a
      sophisticated person as described in Rule 506(b)(2)(ii) under the Securities
      Act;

     

    4.   a
      corporation, partnership, limited liability company, Massachusetts or similar
      business trust, or an organization described in Section 501(c)(3) of the
      Internal Revenue Code, not formedfor the specific purpose of acquiring the
      securities offered, with total assets in excess of $5,000,000;

     

    5.   an
      employee benefit plan (a) if the investment decision is made by a plan
      fiduciary, which is a bank, an insurance company, a savings and loan
      association, or a registered investment advisor, (b) which has assets in excess
      of $5,000,000, or (b) which is a self-directed plan (such as a self-directed
      IRA, Keogh, or SEP plan) with investment decisions made solely by persons that
      are accredited investors; or

     

    6.   any
      bank or any savings and loan association whether acting in its individual or
      fiduciary capacity; any registered broker or dealer; any insurance company;
      any
      registered investment company; and business development company; and SBIC;
      and
      any government employee benefit plan with total assets in excess of $5,000,000;
      and

     

    7.   any
      entity in which all of the equity owners are accredited investors.

     

    If
      you
      are an entity that qualifies as an accredited investor only because all of
      your
      equity owners are accredited investors (as described in paragraph 7 above),
      each
      equity owner of the investing entity must represent to the Company that he
      or
      she is an accredited investor.

    Other
      representations of the subscriber are set forth in the Subscription Agreement
      attached hereto as Exhibit A.  You must, prior to execution of the
      Subscription Agreement, carefully review the same and to insure that the
      representations are in fact true and correct.  If any of these
      representations are made falsely, the investor and the Company could be found
      to
      be in violation of federal and state securities laws.

    Ability to Accept
      Limitations on Transfer

     

    You
      will not be able to liquidate your investments in the event of emergency or
      for
      any other reason due to the substantial restrictions on transfer imposed under
      federal and state securities laws on resale thereof.  The qualification
      standards for accredited investors are a minimum requirement for qualification
      of purchasers of common stock and the satisfaction of such standards does not
      necessarily mean that the common stock is a suitable investment for you.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
How
      to
      Subscribe

     

     

    You
      may
      purchase Shares in this Offering by completing and signing the Subscription
      Agreement and Purchaser Questionnaire in the form attached to this Memorandum
      and delivering them to the Placement Agent prior to the expiration date of
      this
      Offering.  The subscription amount must be paid by wire transfer to:

     

    Radiant
      Logistics, Inc. - Escrow Account

    Wachovia
      Bank, National Association, Charlotte, NC–

    ABA
      #053 000 21, 

    Wachovia
      AC #5 0000 0001 6439 

    FFC:
      Radiant Logistics, Inc. 

    Escrow
      Acct # 1572014671 

    Attn:
      Jerry Arleth CT 1870 Notify: 215-670-6305.

     

     All
      subscription funds will be deposited into a segregated bank account where they
      may be invested in high-quality, liquid short-term investments.  The
      Subscription Agreement contains numerous warranties, representations and
      agreements on the part of the subscriber.  Therefore, you should read
      the
      Subscription Agreement carefully before subscribing to purchase Shares. 
      Certificates for the Shares subscribed will be issued as soon as practicable
      after subscriptions have been received and accepted by the Company and the
      Offering has been closed.

    If
      you
      retain a purchaser representative to assist in evaluating the merits and risks
      associated with investing in the Shares, you must have your purchaser
      representative complete and return the Purchaser Representative Certificate
      to
      us.  We will thereafter review the qualifications of the proposed purchaser
      representative and will notify you if such purchaser representative is not
      acceptable to the Company as a purchaser representative.  Your purchaser
      representative will be required to disclose to you any past, present or proposed
      future relationship between the purchaser representative or its affiliates
      and
      the Company or its affiliates.

    You
      may
      not withdraw funds deposited into the Escrow Account.  In the event
      we do
      not accept your subscription, your subscription funds will be returned to you
      without interest or deductionimmediately upon rejection of a subscription. 
      We may accept any subscription in whole or in part.  In addition, we
      reserve the right to reject any subscription in our sole discretion for any
      reason whatsoever and terminate the Offering at any time prior to our acceptance
      of subscriptions.

    This
      Offering will expire at 5:00 p.m. on November 30, 2005,unless extended by us,
      without prior notice to subscribers, to no later than December 31, 2005. 
      Upon our acceptance of subscriptions for the number of Shares offered hereby,
      the Escrow Agent may immediately disburse funds to the Company.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ADDITIONAL INFORMATION

     

                 We
      are subject to the reporting requirements of the Securities Exchange Act of
      1934, as amended (the “Exchange Act”).  Reports filed with the SEC pursuant
      to the Exchange Act, including proxy statements, annual and quarterly reports,
      and other reports filed by the Company, can be inspected and copied at the
      public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
      Washington, D.C.20549.  You may obtain information on the operation
      of the
      public reference room by calling the SEC at 1-800-SEC-0330.  You can
      request copies of these documents upon payment of a duplicating fee by writing
      to the SEC.  Our filings are also available on the SEC’s Internet site at
      http://www.sec.gov.

     

                 We
      have also agreed to make available, prior to consummation of the Offering,
      to
      each offeree of Shares and their representatives, the opportunity to ask
      questions of and receive answers from us or any person acting on our behalf
      concerning the terms and conditions of this Offering, our business and prospects
      and to obtain any additional information necessary to verify the accuracy of
      any
      representations or information contained in this Memorandum to the extent that
      we possess such information or can acquire it without unreasonable effort or
      expense.  Such information will likely to include material non public
      information which prospective investors must expressly agree to keep
      confidential and not disclose to any other person. 

     

     

    EXHIBIT
      A –

     

    SUBSCRIPTION
      AGREEMENT 

     

    EXHIBIT
      B –

     

    REGISTRATION
      RIGHTS AGREEMENT

     

      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

    
    
EXHIBIT  A

     

    SUBSCRIPTION
      AGREEMENT

     

     

    Radiant
      Logistics, Inc.

    1604
      Locust Street, 3rd Floor

    Philadelphia,
      PA  19103

     

               
      Re:      Proposed Offering


     

    Gentlemen:

     

    The
      undersigned Subscriber hereby applies to Radiant Logistics, Inc., a Delaware
      corporation (hereinaf­ter referred to as "you" or “Company”), to purchase
      that number of shares of Common Stock (“Shares”) as are set forth on the
      signature page hereof, to the extent such Shares have been offered by the
      Company (the “Offering”) in the Company’s Confidential Private Placement
      Memorandum dated November 1, 2005 (the “PPM”).  This subscription may be
      reject­ed by the Company at any time in its sole discretion.  The
      Subscriber under­stands that the Company will advise him as soon as
      practicable if this subscription has not been accepted or the Offering is
      withdrawn.  If rejected, or if the Offering of Shares is with­drawn,
      all amounts delivered by the Subscriber in payment for any Shares will be
      promptly returned to the Subscriber and this Subscription Agreement shall have
      no further force or effect.  If this subscription is rejected, the
      Subscriber agrees to return to the Company any documents that have been provided
      to the Subscriber for the purpose of evaluating this Offering. If this
      subscription is accepted, the Company will promptly provide the Subscriber
      with
      that number of share certificates representing the number of Shares purchased.
      (In the event this subscription is on behalf of an entity, all references in
      this Subscrip­tion Agreement to "I", "me", and "my" shall refer to such
      entity).

     

    1.       
      Representations and Warranties of Subscriber.

     

    As
      an inducement to the Company to sell the Shares to the Subscriber, the
      Subscriber hereby represents and warrants to the Company as follows (either
      in
      the Subscriber’s individual capacity or as an authorized representa­tive of
      an entity, if applicable), with such representations and warranties to survive
      the Subscriber’s receipt (or the receipt by such entity) of the Shares:

     

    (a)       
      Organization and Qualification

     

    If the
      Subscriber is an entity, the Subscriber is duly organized, validly existing
      and
      in good standing under the laws of its jurisdiction of organization, with the
      corporate or other entity power and authority to own and operate its business
      as
      presently conducted, except where the failure to be or have any of the foregoing
      would not have a material adverse effect on the Subscriber, and the Subscriber
      is duly qualified as a foreign corporation or other entity to do business and
      is
      in good standing in each jurisdiction where the character of its properties
      owned or held under lease or the nature of their activities makes such
      qualification necessary, except for such failures to be so qualified or in
      good
      standing as would not have a material adverse effect on it.

     

    If
      the Subscriber is an entity, the address of its principal place of business
      is
      as set forth on the signature page hereto, and if the Subscriber is an
      individual, the address of its principal residence is as set forth on the
      signature page hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      (b)       
        Authority; Validity and
        Effect of Agreement.

      If the
        Subscriber is an entity, the Subscriber has the requisite corporate or other
        entity power and authority to execute and deliver this Agreement and perform
        its
        obligations under this Agreement.  The execution and delivery of this
        Agreement by the Subscriber, the performance by the Subscriber of its
        obligations hereunder and all other necessary corporate or other entity action
        on the part of Subscriber have been duly authorized by its board of directors
        or
        similar governing body, and no other corporate or other entity proceedings
        on
        the part of the Subscriber is necessary for the Subscriber to execute and
        deliver this Agreement and perform its obligations hereunder.  

      This
        Agreement has been duly and validly authorized, executed and delivered by
        the
        Subscriber and, assuming it has been duly and validly executed and delivered
        by
        the Company, constitutes a legal, valid and binding obligation of the
        Subscriber, in accordance with its terms.

      (c)       
        No Conflict; Required Filings and Consents.

      Neither
        the
        execution and delivery of this Agreement by the Subscriber nor the performance
        by the Subscriber of its obligations hereunder will: (i) if the Subscriber
        is an
        entity, conflict with the Subscriber’s articles of incorporation or bylaws, or
        other similar organizational documents; (ii) violate any statute, law,
        ordinance, rule or regulation, applicable to the Subscriber or any of the
        properties or assets of the Purchaser; or (iii) violate, breach, be in conflict
        with or constitute a default (or an event which, with notice or lapse of
        time or
        both, would constitute a default) under, or permit the termination of any
        provision of, or result in the termination of, the acceleration of the maturity
        of, or the acceleration of the performance of any obligation of the Subscriber
        under, or result in the creation or imposition of any lien upon any properties,
        assets or business of the Subscriber under, any material contract or any
        order,
        judgment or decree to which Subscriber is a party or by which it or any of
        its
        assets or properties is bound or encumbered except, in the case of clauses
        (ii)
        and (iii), for such violations, breaches, conflicts, defaults or other
        occurrences which, individually or in the aggregate, would not have a material
        adverse effect on its obligation to perform its covenants under this
        Agreement.

      (d)               
        Accredited Investor.

      The
        Subscriber is an "accredited investor" as that term is defined in Rule 501(a)
        of
        Regulation D under the Securities Act of 1933, as amended (the “Securities
        Act”).  If the Subscriber is an entity, Subscriber was not formed for
        the
        specific purpose of acquiring the Shares, and, if it was, all of Subscriber’s
        equity owners are “accredited investors” as defined above.

      (e)               
        No Government Review.

      Subscriber
        understands that neither the United States Securities and Exchange Commission
        (“SEC”) nor any securities commission or other governmental authority of any
        state, country or other jurisdiction has approved the issuance of the Shares
        or
        passed upon or endorsed the merits of the Shares, this Agreement, the PPM
        and
        the Registration Rights Provisions of the PPM or any of the other documents
        relating to the proposed Offering (collectively, the “Offering Materials”), or
        confirmed the accuracy of, determined the adequacy of, or reviewed this
        Agreement, the PPM or the other Offering Documents.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (f)                
        Investment Intent.

      The Shares
        are being acquired for the Subscriber’s own account for investment purposes
        only, not as a nominee or agent and not with a view to the resale or
        distribution of any part thereof, and Subscriber has no present intention
        of
        selling, granting any participation in or otherwise distributing the same. 
        By executing this Agreement, the Subscriber further represents that the
        Subscriber does not have any contract, undertaking, agreement or arrangement
        with any person to sell, transfer or grant participation to such person or
        third
        person with respect to any of the Shares.

      (g)               
        Restrictions on Transfer.

      Subscriber
        understands that the Shares are “restricted shares” as such term is defined in
        Rule 144 under the Securities Act and have not been registered under the
        Securities Act or registered or qualified under any state securities law,
        and
        may not be, directly or indirectly, sold, transferred, offered for sale,
        pledged, hypothecated or otherwise disposed of without registration under
        the
        Securities Act and registration or qualification under applicable state
        securities laws or the availability of an exemption therefrom.  In
        any case
        where such an exemption is relied upon by the Subscriber from the registration
        requirements of the Securities Act and the registration or qualification
        requirements of such state securities laws, the Subscriber shall furnish
        the
        Company with an opinion of counsel stating that the proposed sale or other
        disposition of such shares may be effected without registration under the
        Securities Act and will not result in any violation of any applicable state
        securities laws relating to the registration or qualification of shares for
        sale, such counsel and opinion to be satisfactory to the Company. 
        Subscriber acknowledges that it is able to bear the economic risks of an
        investment in the Shares for an indefinite period of time, and that its overall
        commitment to investments that are not readily marketable is not
        disproportionate to its net worth.

      (h)               
        Investment Experience.

                             
        Subscriber has such knowledge, sophistication and experience in financial,
        tax
        and business matters in general, and investments in shares in particular,
        that
        it is capable of evaluating the merits and risks of this investment in the
        Shares, and the Subscriber has made such investigations in connection herewith
        as it deemed necessary or desirable so as to make an informed investment
        decision without relying upon the Company for legal or tax advice related
        to
        this investment.  In making its decision to acquire the Shares, the
        Subscriber has not relied upon any information other than information provided
        to the Subscriber by the Company or its representatives and contained herein
        and
        in the other Offering Materials.

      (i)                 
        Access to Information.

      Subscriber
        acknowledges that it has had access to and has reviewed all documents and
        records relating to the Company, including, but not limited to, the Company’s
        filings with the SEC that it has deemed necessary in order to make an informed
        investment decision with respect to an investment in the Shares; that it
        has had
        the opportunity to ask representatives of the Company certain questions and
        request certain additional information regarding the terms and conditions
        of
        such investment and the finances, operations, business and prospects of the
        Company and has had any and all such questions and requests answered to its
        satisfaction; and that it understands the risks and other considerations
        relating to such investment.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (j)                 
        Reliance on Representations.

      Subscriber
        understands that the Shares are being offered and sold to it in reliance
        on
        specific exemptions from the registration requirements of the federal and
        state
        securities laws and that the Company is relying in part upon the truth and
        accuracy of, and such Subscriber’s compliance with, the representations,
        warranties, agreements, acknowledgments and understandings of such the
        Subscriber set forth herein in order to determine the availability of such
        exemptions and the eligibility of such the Subscriber to acquire the
        Shares.  Subscriber represents and warrants to the Company that any
        information that the Subscriber has heretofore furnished or furnishes herewith
        to the Company is complete and accurate, and further represents and warrants
        that it will notify and supply corrective information to the Company immediately
        upon the occurrence of any change therein occurring prior to the Company's
        issuance of the Shares.  

      (k)               
        No General Solicitation.

      Subscriber
        is unaware of, and in deciding to participate in the Offering is in no way
        relying upon, and did not become aware of the Offering through or as a result
        of, any form of general solicitation or general advertising including, without
        limitation, any article, notice, advertisement or other communication published
        in any newspaper, magazine or similar media, or broadcast over television
        or
        radio or the internet, in connection with the Offering.

      (l)                 
        Placement and Finder’s Fees.

      No agent,
        broker, investment banker, finder, financial advisor or other person acting
        on
        behalf of the Subscriber or under its authority is or will be entitled to
        any
        broker’s or finder’s fee or any other commission or similar fee, directly or
        indirectly, in connection with the Offering, and no person is entitled to
        any
        fee or commission or like payment in respect thereof based in any way on
        agreements, arrangements or understanding made by or on behalf of the
        Subscriber, except as otherwise covered by the PPM.

      (m)             
        Investment Risks.

      Subscriber
        understands that purchasing Shares in the Offering will subject the Subscriber
        to certain risks, including, but not limited to, those set forth under the
        caption “Risk Factors” in the PPM.

      (n)       
        Legends.

      (i) 
        The certificates and agreements evidencing the Shares shall have endorsed
        thereon the following legend (and appropriate notations thereof will be made
        in
        the Company's stock transfer books), and stop transfer instructions reflecting
        these restrictions on transfer will be placed with the transfer agent of
        the
        Shares:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  THE SECURITIES
        REPRESENTED HEREBY HAVE BEEN TAKEN BY THE REGISTERED OWNER FOR INVESTMENT,
        AND
        WITHOUT A VIEW TO RESALE OR DISTRIBUTION THEREOF, AND MAY NOT BE SOLD,
        TRANSFERRED OR DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO
        THE
        ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES
        ACT OF
        1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER OR OTHER APPLICABLE
        SECURITIES LAWS.”

       

      (ii) 
        With respect to Shares purchased under Regulation S, I acknowledge that all
        certificates representing Shares will be endorsed with the following legend
        in
        accordance with Regulation S promulgated under the Securities
        Act:

    

     

     

    
      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933 (THE “SECRUITIES ACT”) AND HAVE BEEN ISSUED IN RELIANCE
        ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
        PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. THE
        SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
        EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
        TO AN
        EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE
        EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS
        INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
        SECURITIES ACT”

       (o) 
        Shares
        Purchased by Non-U.S. Persons 

       

      (i)
        With
        respect to Shares purchased under Regulation S, the Subscriber agrees that
        the
        Company will refuse to register any transfer of the Shares that is not made
        in
        accordance with the provisions of Regulation S of the Securities Act, pursuant
        to registration under the Securities Act, or pursuant to an available exemption
        from registration;(ii) With respect to Shares purchased under Regulation
        S,
        Subscriber is not a “U.S. Person” as defined by Regulation S promulgated under
        the Securities Act and Subscriber is not acquiring the Shares for the account
        or
        benefit of a U.S. Person. A “U.S. Person” is defined by Regulation S promulgated
        under the Securities Act to be any person who is:

       

      ·    
        any natural person resident in the United States;

      ·    
        any partnership or corporation organized or incorporated under the laws of
        the
        United States;

      ·    
        any estate of which any executor or administrator is a U.S. person;

      ·    
        any trust of which any trustee is a U.S. person;

      ·    
        any agency or branch of a foreign entity located in the United States;

      ·    
        any non-discretionary account or similar account (other than an estate or
        trust)
        held by a dealer or other fiduciary organized, incorporate, or (if an
        individual) resident in the United States; and

      ·    
        any partnership or corporation if: organized or incorporated under the laws
        of
        any foreign jurisdiction; and formed by a U.S. person principally for the
        purpose of investing in securities not registered under the Securities Act,
        unless it is organized or incorporated, and owned, by accredited investors
        as
        defined in Section 230.501(a) of the Securities Act who are not natural persons,
        estates or trusts. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.
                Representations and Warranties of
        the Company.

       

      As
        an
        inducement to enter into this Subscription Agreement, the Company represents,
        and warrants that:

      (a)       
        Organization and Good Standing. The Company is duly organized, validly
        existing and in good standing under the laws of its State of Delaware, with
        the
        corporate power and authority to own and operate its business as presently
        conducted and as described in the Offering Materials.  The Company
        is duly
        qualified as a foreign corporation to do business and is in good standing
        in
        each jurisdiction where the character of its properties owned or held under
        lease or the nature of its activities makes such qualification necessary,
        except
        for such failures to be so qualified or in good standing as would not have
        a
        material adverse effect on the condition (financial or otherwise), business
        or
        prospects of the Company.

      (b)       
        Due Authorization   The Company has the requisite corporate
        power and authority to execute and deliver this Subscription Agreement, perform
        its obligations under this Subscription Agreement, including the Registration
        Rights, and conduct the Offering.  The execution and delivery of this
        Subscription Agreement by the Company, the performance by the Company of
        its
        obligations hereunder, including the Registration Rights, the Offering and
        all
        other necessary corporate action on the part of the Company have been duly
        authorized by its board of directors, and no other corporate proceedings
        on the
        part of the Company are necessary to authorize this Subscription Agreement
        or
        the Offering.  This Subscription Agreement has been duly and validly
        executed and delivered by the Company and, assuming that it has been duly
        authorized, executed and delivered by you, constitutes a legal, valid and
        binding obligation of the Company, enforceable in accordance with its terms,
        subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
        reorganization, moratorium and other similar laws relating to or affecting
        creditors’ rights generally, general equitable principles (whether considered in
        a proceeding in equity or at law) and an implied covenant of good faith and
        fair
        dealing.

      (c)       
        No Violation. The execution, delivery and performance of this
        Subscription Agreement by the Company and the consummation of the transactions
        herein contemplated will not result in a breach or violation of any of the
        terms
        and provisions of the Certificate of Incorporation or By-laws of the Company
        as
        in effect on the date hereof, and will not constitute a material default
        under
        any indenture, mortgage, deed of trust or other material agreement or instrument
        to which the Company is a party or by which the Company is bound, and will
        not
        violate or contravene (i) any governmental statute, rule or regulation
        applicable to the Company or (ii) any order, writ, judgment, injunction,
        decree,
        determination or award which has been entered against the Company, the violation
        or contravention of which would materially and adversely affect the Company,
        its
        assets, financial condition or operations.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)       
        Description of Securities; Due and Valid Authorization.  The Shares,
        when issued and delivered, will conform to the descriptions thereof under
        the
        captions "Description of Capital Stock" and "Plan of Distribution" in the
        PPM.  The authorized, issued and outstanding capital stock of the
        Company
        conforms to the descriptions thereof in the PPM.  The Shares have
        been duly
        authorized and, when issued and paid for in accordance with this Subscription
        Agreement, will be validly issued, fully paid and non-assessable shares of
        Common Stock with no personal liability resulting solely from the ownership
        of
        such shares and will be free and clear of all liens, charges, restrictions,
        claims and encumbrances imposed by or through the Company.  

      (e)       
        Offering Materials.  The Company has heretofore delivered to each
        prospective purchaser of the Shares a copy of the Offering Materials. 
        The
        Company has carefully prepared the Offering Materials or has caused it to
        be so
        prepared.  The Offering Materials furnish all information required
        to be
        furnished to accredited investors under Regulation D promulgated under the
        Securities Act.  The Offering Materials do not contain any untrue
        statement
        of a material fact or omit to state a material fact necessary in order to
        make
        the statements contained therein not misleading in light of the circumstances
        under which they were made.

       (f)      
        Capitalization.  The Company is authorized to issue 50,000,000
        shares of Common Stock, of which 28,236,905 shares are issued and outstanding
        as
        of the date of the PPM.  The Company is also authorized to issue 5,000,000
        shares of preferred stock, $.001 par value per share, of which none will
        be
        issued and outstanding as of the closing of the Minimum Offering. 
        All
        outstanding shares of capital stock of the Company are duly authorized, validly
        issued and outstanding, fully paid and nonassessable.  Except as set
        forth
        in the PPM, as of the date of the PPM: (i) there are no outstanding options,
        stock subscription agreements, warrants or other rights permitting or requiring
        the Company or its subsidiaries or others to purchase or acquire any shares
        of
        capital stock, or other equity securities of the Company or its subsidiaries,
        or
        to pay any dividends or make any other distribution in respect thereof; (ii)
        there are no securities issued or outstanding that are convertible into or
        exchangeable for any of the foregoing and there are no contracts, commitments
        or
        understandings to issue or grant any such option, warrant, right or convertible
        or exchangeable security; (iii) no shares of stock or other securities of
        the
        Company are reserved for issuance for any purpose; and (iv) there are no
        voting
        trusts or other contracts, commitments, understandings, arrangements or
        restrictions with respect to the ownership, voting or transfer of shares
        of
        stock or other securities of the Company, including without limitation, any
        preemptive rights, rights of first refusal, proxies or similar rights. 
        

      (g)       
        Pending Actions. There are no actions, proceedings, claims or
        investigations, before or by any court or governmental authority, pending
        or, to
        the best knowledge of the Company, threatened, against the Company or any
        of its
        subsidiaries, or involving their respective assets or, to the knowledge of
        the
        Company, involving any of their respective officers or directors.

      (h)       
        SEC Reports and Financial Statements.  The Company has filed with
        the SEC, and has heretofore made available to you, true and complete copies
        of
        all forms, reports, schedules, statements and other documents required to
        be
        filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”), or the Securities Act (as such documents have been amended since the date
        of their filing, collectively, the “Company SEC Documents”).  As of their
        respective dates or, if amended, as of the date of the last such amendment,
        the
        Company SEC Documents, including any financial statements or schedules included
        therein: (i) did not contain any untrue statement of a material fact or omit
        to
        state a material fact required to be stated therein or necessary in order
        to
        make the statements made therein, in light of the circumstances under which
        they
        were made, not misleading; and (ii) complied in all material respects with
        the
        applicable requirements of the Exchange Act and the Securities Act, as the
        case
        may be, and the applicable rules and regulations of the SEC thereunder. 
        Each of the financial statements included in the Company SEC Documents have
        been
        prepared from, and are in accordance with, the books and records of the Company,
        comply in all material respects with applicable accounting requirements and
        with
        the published rules and regulations of the SEC with respect thereto, have
        been
        prepared in accordance with generally accepted accounting principles applied
        on
        a consistent basis during the periods involved (except as may be indicated
        in
        the notes thereto) and fairly present the financial position and the results
        of
        operations and cash flows of the Company as of the dates thereof or for the
        periods presented therein (subject, in the case of unaudited statements,
        to
        normal year-end audit adjustments not material in amount) 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.       
        Lock-Up Agreements.

       

      (a)     
        The Subscriber agrees that: (i) until the Closing, it will not directly
        or indirectly make or participate in any sale of shares of the Company’s common
        stock, including without limitation any “short sales” as defined in Rule 200
        under Regulation SHO, whether or not short exempt, or sales of a long position;
        and (ii) until a registration statement covering the Shares is declared
        effective, it will not directly or indirectly make or participate in any
        short
        sale of shares of the Company’s common stock, whether or not short exempt.

      (b)   
        At the Closing, each of the Company’s directors and executive officers shall
        enter into the Lock-Up Agreement, in the form attached as Schedule A hereto.
        

       

      4.
               Miscellaneous.

      (a)    
This
        Subscription Agreement shall be
        governed by and construed in accordance with the laws of the Commonwealth
        of
        Pennsylvania applicable to contracts made and wholly performed in that state,
        without giving effect to any conflict of law principles thereun­der.

      (b)    
This
        Subscription Agreement
        constitutes the entire agreement between the Company and the Subscriber with
        respect to the subject matter hereof, and may be amended only by a writing
        executed by the party to be bound thereby.  Neither this Subscription
        Agreement nor any of my rights hereunder may be transferred or otherwise
        assigned hereunder.

      (c)    
Unless
        this Subscription Agreement is
        rejected, the Subscriber’s obligations hereunder shall not be terminated upon
        the occurrence of any event (whether by operation of law or other­wise),
        includ­ing, without limitation, Subscriber’s death, occurrence of disability
        or declaration that Subscriber is incompetent, and this Subscription
        Agree­ment (including the representations and warran­ties contained
        herein) shall be binding upon Subscriber’s successors, legal
        representa­tives, heirs and distributees.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)    
If
        requested at any time by the
        Company, the Subscriber will promptly supply such information as may be
        necessary for inclu­sion in any registration, qualification,
        applica­tion or other filing to be made at any time hereafter on the
        Company’s behalf.  Subscriber shall furnish such information to the Company
        as the Company shall deem necessary to satisfy itself that the Subscriber
        may
        legally purchase the Shares.

      (e)    
Notices. 
        All notices
        hereunder shall be sufficiently given for all purposes hereunder if in writing
        and delivered personally, sent by documented overnight delivery service or,
        to
        the extent receipt is confirmed, telecopy, telefax, or other electronic
        transmission service to the appropriate address or number as set forth
        below:

      If
        to the Company:

                 
        Radiant Logistics, Inc.

      1604
        Locust Street

      Third
        Floor

      Philadelphia,
        PA  19103

      Attention:
        Bohn H. Crain

                 
            Chief Executive Officer

       

      If
        to Subscriber:

       

                            
        To that address indicated on the signature page hereof.

       

      (f)       
        Counterparts.   This Agreement may be executed and delivered by
        facsimile in two or more counterparts, each of which shall be deemed to be
        an
        original, but all of which together shall constitute one and the same
        agreement.

       

      5.
              Compliance with Applicable Laws.

       

      Subscriber
        understands and agrees that it will not sell, assign,
        trans­fer, pledge or otherwise dispose of any of the Shares except in
        compliance with all conditions on transfer imposed by the Securities Act
        and by
        "Blue Sky" or securities laws of any state and that it will be fully responsible
        for compliance with all such conditions. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SUBSCRIPTION
        AGREEMENT SIGNATURE PAGE

       

      IN
        WITNESS WHEREOF, the undersigned Subscriber, desiring to purchase
        Shares of Radiant Logistics, Inc. (the "Company"), hereby executes and agrees
        to
        the terms of this Subscription Agreement and, upon acceptance of the
        Subscription Agreement by the Company, agrees to be bound by the terms and
        provisions hereof and will wire (or remit a check) in the amount set forth
        below
        , payable to the order of “Radiant Logistics, Inc. Escrow Account” in full
        payment of this subscription with such funds to be held in escrow and disbursed
        in the manner set forth in the attached PPM.

       

       

       

       

      
        	
                 

              	
                Price
                  Per

              	
                Amount
                  of Purchase

              
	
                Number
                  of Shares

              	
                Share 
                  

              	
                Price
                  (Check Enclosed)

              
	
                 

              	
                 

              	
                 

              
	
                ________________

              	
                x
                  $__________

              	
                ___________________

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                SUBSCRIBER

              
	
                 

              	
                 

              	
                 

              
	
                Dated:__________                

              	
                 

              	
                By:_______________________________

              
	
                 

              	
                 

              	
                Name:
                  ___________________________

              
	
                 

              	
                 

              	
                Title:
                  ____________________________

              
	
                 

              	
                 

              	
                Address:___________________________

              
	 	 	 
	
                 

              	
                 

              	
                __________________________________

              
	 	 	 


      

       

      Subscription
        accepted as

      Of
        ___________, _____

       

      RADIANT
        LOGISTICS, INC.

       

       

      By:
        ______________________________

           
        Name

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Schedule
        A

      Lock-up
        Agreement

       

       

                 
        In connection with Section ___ of that certain Subscription Agreement,
        dated as of November ___, 2005 (the “Subscription Agreement”), among certain
        Subscribers and Radiant Logistics, Inc., a Delaware corporation (the “Company”),
        the undersigned does hereby agree that prior to the expiration of one year
        from
        the last closing date of the Offering covered by the Private Placement
        Memorandum, I will not sell, contract to sell, pledge, make any short sale
        or
        make any other disposition of, or grant any purchase option for the sale
        of, any
        shares of common stock of the Company (“Common Stock”) or any options or
        warrants to purchase shares of Common Stock or any securities that are
        convertible into or exchangeable for, or represent the right to receive,
        shares
        of Common Stock, whether now owned or hereafter acquired, owned directly
        by the
        undersigned or with respect to which the undersigned has beneficial ownership
        within the rules and regulations of the Securities and Exchange Commission,
        without first obtaining the written consent of those Subscribers who own
        a
        majority of the Shares sold in the Offering, except for: (i) bona fide gifts
        to
        persons who deliver a certificate substantially in the form of this Lock-Up
        Agreement to the Subscribers in the Subscription Agreement; or (ii) shares
        of
        the Company’s Common Stock sold pursuant to a written plan contemplated by Rule
        10b5-1(c)(A)(3) of the U.S. Securities Exchange Act of 1934, as amended;
        provided, that, such shares may only be sold after the
        Registration Statement contemplated within the Private Placement Memorandum
        is
        declared effective.  

       

                 
        The
        undersigned understands that the Company and the Subscribers are relying
        upon
        this Lock-Up Agreement in proceeding toward consummation of the offering. 
        The undersigned further understands that, subject to the following sentence,
        this Lock-Up Agreement is irrevocable and shall be binding upon the
        undersigned’s heirs, legal representatives, successors, and assigns.

       

                 
        IN
        WITNESS WHEREOF, I have signed this Lock-Up Agreement as of November __,
        2005.

       

                                                                                                                                                                
            

                                      _________________________________

                                                                                                      
        Name:                                                             
        

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        B

      Registration
        Rights

      1.        
        Definitions.

      The
        following terms shall have the meanings ascribed to such
        terms:

      (a)       
“Common
        Stock” shall mean
        the Company’s common stock, $.001 par value.

                           (b)       
        “Company” shall mean Radiant Logistics, Inc., a Delaware corporation.

       

      (c)       
        "Exchange Act" shall mean
        the Securities Exchange Act of 1934, as amended, and the rules and regulations
        of the SEC thereunder, all as the same shall be in effect at the
        time.

       

      (d)       
“Offering”
        shall mean the
        Company’s offering of Shares as described in the attached Confidential Private
        Placement Memorandum dated November 1, 2005.

       

      (e)       
        "Person" shall mean an
        individual, partnership (general or limited), corporation, limited liability
        company, joint venture, business trust, cooperative, association or other
        form
        of business organization, whether or not regarded as a legal entity under
        applicable law, a trust (inter vivos or testamentary), an estate of a deceased,
        insane or incompetent person, a quasi-governmental entity, a government or
        any
        agency, authority, political subdivision or other instrumentality thereof,
        or
        any other entity.

       

      (f)        
“Purchaser”
        shall
        mean the purchaser or purchasers parties subscribing for Shares in the
        Offering.

       

      (g)       
“Register,”“registered,”
        and “registration” shall refer to a registration effected by preparing and
        filing a registration statement in compliance with the Securities Act, and
        the
        declaration or order of effectiveness of such registration statement or
        document.

       

      (h)       
        "Registration Statement"
        shall mean any registration statement of the Company filed with the SEC pursuant
        to the provisions of Section 2 of this Exhibit, which covers the resale of
        the
        Restricted Stock on an appropriate form then permitted by the SEC to be used
        for
        such registration and the sales contemplated to be made thereby under the
        Securities Act, or any similar rule that may be adopted by the SEC, and all
        amendments and supplements to such registration statement, including any
        pre-
        and post-effective amendments thereto, in each case including the prospectus
        contained therein, all exhibits thereto and all materials incorporated by
        reference therein.

       

      (i)        
        "Restricted Stock"
        shall mean: (i) the Shares; and (ii) any additional shares of Common Stock
        of
        the Company issued or issuable after the date hereof in respect of any of
        the
        foregoing securities, by way of a stock dividend or stock split; provided
        that
        as to any particular shares of Restricted Stock, such securities shall cease
        to
        constitute Restricted Stock when: (x) a Registration Statement with respect
        to
        the sale of such securities shall have become effective under the Securities
        Act
        and such securities shall have been disposed of thereunder, (y) such securities
        are permitted to be transferred pursuant to Rule 144(k) (or any successor
        provision to such rule) under the Securities Act, or (z) such securities
        are
        otherwise freely transferable to the public without further registration
        under
        the Securities Act.

                             
        

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (j)        
“SEC”
        shall mean the
        Securities and Exchange Commission.

       

                             
        (k)        “Securities Act” shall mean the
        Securities Act of 1933, as amended.

       

      (l)        
        "Selling Stockholder"
        shall mean the Purchasers and their respective successors and
        assigns.

       

                             
        (m)       “Shares” shall mean the shares of Common
        Stock covered by the Offering.

       

                             
        (n)        “Subscription Agreements” shall
        mean the subscription agreements by and between the Company and the Purchasers
        pursuant to which the Purchasers subscribed for Shares in the
        Offering.        

       

      2.        
Registration
        of
        Shares.

      The
        Company shall use its reasonable best efforts to prepare and file
        with the SEC, within 90 days of the completion of the “Initial Acquisition” (as
        defined in the Offering), a Registration Statement under the Act to permit
        the
        public sale of the Restricted Stock, and to cause such Registration Statement
        to
        be declared effective as soon as practicable thereafter  (which means
        the
        Company will use its best efforts to respond to any comments of the SEC within
        ten (10) business days following receipt thereof, or in the case of a full
        SEC
        review, within fifteen (15) business days following receipt thereof). The
        Selling Stockholders shall furnish such information as may be reasonably
        requested by the Company in order to include such Restricted Stock in such
        Registration Statement.  If any Selling Stockholder decides not to
        include
        all of its Restricted Stock in any registration statement thereafter filed
        by
        the Company, such Selling Stockholder shall nevertheless continue to have
        the
        right to include any Restricted Stock in any subsequent registration statement
        or registration statements as may be filed by the Company with respect to
        offerings of its securities, all upon the terms and conditions set forth
        herein.  In the event that any registration pursuant to this Section
        2 is
        terminated or withdrawn, the Company shall use its reasonable best efforts
        to
        prepare and file with the SEC, as soon thereafter as practicable, a Registration
        Statement under the Securities Act to permit the public sale of the Restricted
        Stock purchased hereby.

      3.        
Registration
        Procedures.  

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Whenever
        it is obligated to register any Restricted Stock pursuant to
        this Exhibit, the Company shall:

      (a)       
        prepare and file with the
        SEC a Registration Statement with respect to the Restricted Stock in the
        manner
        set forth in Section 2 hereof and use its reasonable best efforts to cause
        such
        Registration Statement to become effective as promptly as possible and to
        remain
        effective until the earlier of: (i) the sale of all shares of Restricted
        Stock
        covered thereby, (ii) the availability under Rule 144 for the Selling
        Stockholders to immediately, freely resell without restriction, all Restricted
        Stock covered thereby, or (iii) two (2) years from the effective date of
        the
        first Registration Statement filed by the Company with the SEC pursuant to
        this
        Exhibit or with respect to any subsequent Registration Statement, 180 days
        from
        the effective date of such Registration Statement;

      (b)       
        prepare and file with the
        SEC such amendments (including post-effective amendments) and supplements
        to
        such Registration Statement and the prospectus used in connection therewith
        as
        may be necessary to keep such Registration Statement effective for the period
        specified in Section 2 above and to comply with the provisions of the Act
        with
        respect to the disposition of all Restricted Stock covered by such Registration
        Statement in accordance with the intended method of disposition set forth
        in
        such Registration Statement for such period;

      (c)       
        furnish to each Selling
        Stockholder such number of copies of the Registration Statement and the
        prospectus included therein (including each preliminary prospectus) as such
        person may reasonably request in order to facilitate the public sale or other
        disposition of the Restricted Stock covered by such Registration
        Statement;

      (d)       
        use its reasonable best
        efforts to register or qualify the Restricted Stock covered by such Registration
        Statement under the state securities laws of such jurisdictions as any Selling
        Stockholder shall reasonably request; provided, however, that the
        Company shall not for any such purpose be required to qualify generally to
        transact business as a foreign corporation in any jurisdiction where it is
        not
        so qualified or to consent to general service of process in any such
        jurisdiction;

      (e)       
        in the event of any
        underwritten public offering, enter into and perform its obligations under
        an
        underwriting agreement, in usual and customary form, with the managing
        underwriter(s) of such offering.  In the event the Company is a party
        to
        such an agreement, the Selling Stockholder shall also enter into and perform
        its
        obligations under the agreement;

      (f)        
        immediately notify
        each Selling Stockholder at any time when a prospectus relating thereto is
        required to be delivered under the Act, of the happening of any event as
        a
        result of which the prospectus contained in such Registration Statement,
        as then
        in effect, includes an untrue statement of a material fact or omits to state
        a
        material fact required or necessary to be stated therein in order to make
        the
        statements contained therein not misleading in light of the circumstances
        under
        which they were made.  The Company will use reasonable efforts to
        amend or
        supplement such prospectus in order to cause such prospectus not to include
        any
        untrue statement of a material fact or omit to state a material fact required
        to
        be stated therein or necessary to make the statements therein not misleading
        in
        the light of the circumstances under which they were made;

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (g)       
        prepare and file with the
        SEC such amendments and supplements to such Registration Statement and the
        prospectus used in connection therewith as may be necessary to comply with
        the
        provisions of the Securities Act with respect to the disposition of all
        securities covered by such Registration Statement;

      (h)       
        make available for
        inspection by any Selling Stockholder and any attorney, accountant or other
        agent retained by any Selling Stockholder, all financial and other records,
        pertinent corporate documents and properties of the Company reasonably requested
        by any Selling Stockholder, attorney, accountant or agent in connection with
        such Registration Statement, and cause the Company's officers, directors
        and
        employees to supply all information reasonably requested by any Selling
        Stockholder, attorney, accountant or agent in connection with such Registration
        Statement; provided, however, that such Selling Stockholder, underwriter,
        attorney or accountant shall agree in writing to hold in confidence and trust
        all information so provided;

      (i)        
        use its reasonable
        best efforts to list the Restricted Stock covered by such Registration Statement
        on each exchange or automated quotation system on which similar securities
        issued by the Company are then listed (with the listing application being
        made
        at the time of the filing of such Registration Statement or as soon thereafter
        as is reasonably practicable); 

      (j)        
        notify each Selling
        Stockholder of any threat by the SEC or state securities commission to undertake
        a stop order with respect to sales under the Registration Statement; and
        

      (k)       
        cooperate in the timely
        removal of any restrictive legends from the shares of Restricted Stock in
        connection with the resale of such shares covered by an effective Registration
        Statement.

      4.        
Delay
        of
        Registration.    

                 
        (a)        The Company and
        the Selling
        Stockholders agree that the Selling Stockholders may suffer damages if the
        Registration Statement is not filed on or prior to the date that is 90 days
        after the date the Initial Acquisition is completed (the “Target Filing
        Date”).  If the Company fails to file the Registration Statement on or
        prior to the Target Filing Date, the Company shall pay to the Selling
        Stockholders in shares of Common Stock, an amount equal to one percent (1%)
        of
        the Shares sold in this Offering and an additional amount equal to one percent
        (1%) of the Shares sold in this Offering at the end of each subsequent 30-day
        period during which the Registration Statement is not filed (the “Late Filing
        Damages”).  

       

                            (b)      
        No Selling Stockholder shall have any right to obtain or seek an injunction
        restraining or otherwise delaying any such registration as the result of
        any
        controversy that might arise with respect to the interpretation or
        implementation of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5         
        Expenses.

      (a)       
        For the purposes of this
        Section 5, the term "Registration Expenses" shall mean: all expenses incurred
        by
        the Company in complying with Section 2 of this Exhibit, including, without
        limitation, all registration and filing fees, printing expenses, fees and
        disbursements of counsel and independent public accountants for the Company,
        reasonable fees and disbursements of a single special counsel for the Selling
        Stockholders, fees under state securities laws, fees of the National Association
        of Securities Dealers, Inc., fees and expenses of listing shares of Restricted
        Stock on any securities exchange or automated quotation system on which the
        Company's shares are listed and fees of transfer agents and registrars. 
        The term "Selling Expenses" shall mean: all underwriting discounts and selling
        commissions applicable to the sale of Restricted Stock and all accountable
        or
        non-accountable expenses paid to any underwriter in respect of such
        sale.

      (b)       
        Except as otherwise
        provided herein, the Company will pay all Registration Expenses in connection
        with the Registration Statements filed pursuant to Section 2 of this
        Exhibit.  All Selling Expenses in connection with any Registration
        Statements filed pursuant to Section 2 of this Exhibit shall be borne by
        the
        Selling Stockholders pro rata on the basis of the number of shares registered
        by
        each Selling Stockholder whose shares of Restricted Stock are covered by
        such
        Registration Statement, or by such persons other than the Company (except
        to the
        extent the Company may be a seller) as they may agree.

      6.        
Obligations
        of the
        Selling Stockholders.

      (a)       
        In connection with each
        registration hereunder, each Selling Stockholder will furnish to the Company
        in
        writing such information with respect to it and the securities held by it
        and
        the proposed distribution by it, as shall be reasonably requested by the
        Company
        in order to assure compliance with applicable federal and state securities
        laws
        as a condition precedent to including the Selling Stockholder's Restricted
        Stock
        in the Registration Statement.  Each Selling Stockholder shall also
        promptly notify the Company of any changes in such information included in
        the
        Registration Statement or prospectus as a result of which there is an untrue
        statement of material fact or an omission to state any material fact required
        or
        necessary to be stated therein in order to make the statements contained
        therein
        not misleading in light of the circumstances under which they were
        made.

      (b)       
        In connection with the
        filing of the Registration Statement, each Selling Stockholder shall furnish
        to
        the Company in writing such information and affidavits as the Company reasonably
        requests for use in connection with such Registration Statement or
        prospectus.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)       
        In connection with each
        registration pursuant to this Exhibit, each Selling Stockholder agrees that
        it
        will not effect sales of any Restricted Stock until notified by the Company
        of
        the effectiveness of the Registration Statement, and thereafter will suspend
        such sales after receipt of telegraphic or written notice from the Company
        to
        suspend sales to permit the Company to correct or update a Registration
        Statement or prospectus.  At the end of any period during which the
        Company
        is obligated to keep a Registration Statement current, each Selling Stockholder
        shall discontinue sales of Restricted Stock pursuant to such Registration
        Statement upon receipt of notice from the Company of its intention to remove
        from registration the Restricted Stock covered by such Registration Statement
        which remains unsold, and each Selling Stockholder shall notify the Company
        of
        the number of shares registered which remain unsold immediately upon receipt
        of
        such notice from the Company.

      7.        
        Blackouts.        If the
        Company has
        determined in good faith: (i) that filing a Registration Statement or
        maintaining the effectiveness of a current Registration Statement, or that
        sales
        of Restricted Stock by the Selling Stockholder pursuant to a current
        Registration Statement, would have a material adverse effect on the Company
        or
        its shareholders in relation to any contemplated or pending material financing,
        acquisition or other corporate transaction, and that disclosure is not in
        the
        best interests of the Company and its shareholders, or (ii) that filing a
        Registration Statement or maintaining the effectiveness of a current
        Registration Statement, or that sales of Restricted Stock by the Selling
        Stockholder pursuant to a current Registration Statement, would require
        disclosure of material non-public information, the Company shall be entitled
        to
        postpone the filing of the Registration Statement, suspend the use by the
        Selling Stockholders of the Registration Statement and suspend sales of
        Restricted Stock pursuant to such Registration Statement, as the case may
        be,
        until such time as the Company notifies the Selling Stockholders that such
        material information has been disclosed to the public or has ceased to be
        material, or that sales pursuant to such Registration Statement may otherwise
        be
        resumed; provided, however, that in no event shall such period of
        time exceed an aggregate of 90 calendar days during any 12-month period. 
        

      8.        
        Indemnification.

      (a)       
        The Company agrees to
        indemnify, to the extent permitted by law, each Selling Stockholder, such
        Selling Stockholder’s respective partners, officers and directors, any
        underwriters, and each Person, if any, who controls any Selling Stockholder
        within the meaning of the Securities Act, against all losses, claims, damages,
        liabilities and expenses caused by: (i) any untrue statement of or alleged
        untrue statement of material fact contained in the Registration Statement,
        prospectus or preliminary prospectus or any amendment or supplement thereto,
        (ii) any omission of or alleged omission of a material fact required to be
        stated therein or necessary to make the statements therein not misleading,
        or
        (iii) any violation or alleged violation by the Company of the Securities
        Act,
        the Exchange Act, any state securities law or any rule or regulation promulgated
        under the Securities Act, the Exchange Act or any state securities law in
        connection with the offering covered by such registration statement
        (“Violations”); provided, however, that the indemnity agreement
        contained in this Section 8(a) shall not apply to amounts paid in
        settlement of any such loss, claim, damage, liability or action if such
        settlement is effected without the consent of the Company, which consent
        shall
        not be unreasonably withheld, nor shall the Company be liable in for any
        loss,
        claim, damage, liability or action to the extent that it arises out of or
        is
        based upon a Violation which occurs in reliance upon and in conformity with
        written information furnished expressly for use in connection with such
        registration by such Selling Stockholder, partner, officer, director,
        underwriter or controlling person of such Selling Stockholder.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)       
        To the extent permitted by
        law, each Selling Stockholder shall indemnify and hold harmless the Company,
        each of its officers and directors, any underwriter, each person, if any,
        who
        controls the Company within the meaning of the Securities Act, and any other
        Selling Stockholder selling securities under such registration statement
        or any
        of such other Selling Stockholder’s partners, directors or officers or any
        person who controls such Selling Stockholder, against any losses, claims,
        damages or liabilities (joint or several) to which the Company or any such
        director, officer, controlling person, underwriter or other such Selling
        Stockholder, or partner, director, officer or controlling person of such
        other
        Selling Stockholder, may become subject under the Securities Act, the Exchange
        Act or other federal or state law, insofar as such losses, claims, damages
        or
        liabilities (or actions in respect thereto) arise out of or are based upon
        any
        Violation, in each case to the extent (and only to the extent) that such
        Violation: (i) occurs in reliance upon and in conformity with information
        furnished by such Selling Stockholder for use in connection with such
        registration; (ii) occurs as a result of any failure to deliver a copy of
        the
        prospectus relating to such Registration Statement, or (iii) occurs as a
        result
        of any disposition of the Restricted Stock in a manner that fails to comply
        with
        the permitted methods of distribution identified within the Registration
        Statement.

      (c)       
        Any Person entitled to
        indemnification hereunder shall: (i) give prompt written notice to the
        indemnifying party of any claim with respect to which it seeks indemnification
        (provided that the failure to give prompt notice shall not impair any Person's
        right to indemnification hereunder to the extent such failure has not prejudiced
        the indemnifying party), and (ii) unless in such indemnified party's reasonable
        judgment a conflict of interest between such indemnified and indemnifying
        parties may exist with respect to such claim, permit such indemnifying party
        to
        assume the defense of such claim with counsel reasonably satisfactory to
        the
        indemnified party.  If such defense is assumed, the indemnifying party
        shall not be subject to any liability for any settlement made by the indemnified
        party without its consent (but such consent shall not be unreasonably
        withheld).  An indemnifying party who is not entitled to, or elects
        not to,
        assume the defense of a claim shall not be obligated to pay the fees and
        expenses of more than one counsel for all parties indemnified by such
        indemnifying party with respect to such claim, unless in the reasonable judgment
        of any indemnified party a conflict of interest may exist between such
        indemnified party and any other of such indemnified parties with respect
        to such
        claim.

      (d)       
        If the indemnification
        provided for in this Section 8 is held by a court of competent jurisdiction
        to be unavailable to an indemnified party with respect to any losses, claims,
        damages or liabilities referred to herein, the indemnifying party, in lieu
        of
        indemnifying such indemnified party thereunder, shall to the extent permitted
        by
        applicable law contribute to the amount paid or payable by such indemnified
        party as a result of such loss, claim, damage or liability in such proportion
        as
        is appropriate to reflect the relative fault of the indemnifying party on
        the
        one hand and of the indemnified party on the other in connection with the
        Violation(s) described in Sections 8(a) & (b) that resulted in such loss,
        claim, damage or liability, as well as any other relevant equitable
        considerations.  The relative fault of the indemnifying party and
        of the
        indemnified party shall be determined by a court of law by reference to,
        among
        other things, whether the untrue or alleged untrue statement of a material
        fact
        or the omission to state a material fact relates to information supplied
        by the
        indemnifying party or by the indemnified party and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent such
        statement or omission; provided, that in no event shall any contribution
        by a Selling Stockholder hereunder exceed the net proceeds from the offering
        received by such Selling Stockholder.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e)       
        The indemnification
        provided for under this Exhibit shall remain in full force and effect regardless
        of any investigation made by or on behalf of the indemnified party or any
        officer, director or controlling Person of such indemnified party and shall
        survive the transfer of securities.  The indemnifying party also agrees
        to
        make such provisions as are reasonably requested by any indemnified party
        for
        contribution to such party in the event the indemnifying party’s indemnification
        is unavailable for any reason.  In no event shall the amount of
        indemnification due from any indemnifying party under this Section 8 exceed
        the
        Purchase Price.

      9.        
Entire
        Agreement.  This Exhibit contains the entire agreement between the
        parties and supercede all prior agreements and understandings, both written
        and
        oral, between the parties with respect to the subject matter hereof.

      10.      
Amendment
        and
        Modifications.  This Exhibit may not be amended, modified or
        supplemented except by an instrument or instruments in writing signed by
        the
        party against whom enforcement of any such amendment, modification or supplement
        is sought; provided, however, that such amendment, modification or supplement
        must be approved by an agreement or consent in writing signed by the Company
        and
        the holders of a majority of the number of shares of Common Stock issued
        in the
        Offering and outstanding as of the date of such amendment, modification or
        supplement.

      11.      
Successors
        and
        Assigns.  This Exhibit shall be binding upon and inure to the benefit
        of the parties hereto and their respective successors and assigns, provided,
        however, that no party hereto may assign its rights or delegate its obligations
        under this Exhibit without the express prior written consent of the other
        party
        hereto.  Nothing in this Exhibit is intended to confer upon any person
        not
        a party hereto (and their successors and assigns) any rights, remedies,
        obligations or liabilities under or by reason of this Exhibit.

      12.      
No
        Transfer or Assignment of
        Registration Rights.  The registration rights set forth in this Exhibit
        shall not be transferable or assignable by the Selling Stockholder except
        to one
        or more persons or groups approved in writing by the Company; provided, however,
        that each transferee agrees in writing to be subject to all the terms and
        conditions of this Exhibit and the Selling Stockholder’s Subscription
        Agreement.