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                                                                   Exhibit 10.58





January 19, 2001




Dear Holders of Series C Preferred Stock:

We are all aware of the recent downturn in the public marketplace within the
technology and internet sectors. The unfortunate reality is, despite our best
faith effort to develop a valuable franchise for you, our preferred
stockholders, the market has dramatically shifted in a manner adverse to the
original business model we and many other "incubators" of internet technology
envisioned. Worse yet, not only has the trading market for incubators all but
evaporated, but the flow of funds in subsequent venture rounds of financing, one
of the key elements of the incubator model, has slowed to a trickle.

The frustration that I have learned to live with is that while our market has
fallen dramatically, our affiliate companies continue to execute on their
strategic plans and achieve the benchmarks that not so long ago the market
believed would ensure success.

In recognition of these factors, we do not believe it is prudent to continue to
devote more resources towards the incubator model if other reasonable
alternatives are available. For the past few months we have carefully evaluated
a number of alternative business models with a view towards enhancing
stockholder value on a long-term and meaningful basis. In this process, we have
attempted to discern a preferred use of our personnel and capital resources
through a series of intensive meetings with a number of investment bankers,
market professionals and industry experts, as well as with some of the larger
holders of Series C Preferred Stock.

Based upon these meetings, and on the assumption that the terms of this letter
are accepted by the holders of our Series C Preferred Stock (the "Holders"), we
have concluded that it is in the best interests of the Company and its
stockholders to implement a change in our principal business focus. Under our
new business model, the Company would (i) reduce the scope and level of, if not
eliminate, any further investments in early stage internet businesses and (ii)
focus on a "convergence" strategy pursuant to which it will, directly or
indirectly, or in some combination thereof, attempt to acquire interests
(generally controlling interests) in established operating businesses whose
enterprise value can be enhanced through convergence with e-commerce strategies
or other technologies, as well as through more traditional means of adding
value, such as through the addition of qualified management or through
reorganization of a company's operations or finances. These acquisitions may be
accomplished through a combination of the Company's capital and capital from
other sources, indebtedness (newly issued, assumed or purchase money) and/or the
issuance of securities of the Company or its affiliates. We will concentrate our
efforts generally, although not exclusively, on businesses whose revenues,
income and asset base place them in traditional middle market sectors, thus,
below the "radar level" of larger buyout funds. The strategy will initially be
focused within these general guidelines, however, we will remain flexible to the


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extent we need to deviate from those guidelines in order to take advantage of
opportunistic situations or otherwise respond to market forces. It is our view
that by blending technology with operations, the convergence strategy will yield
greater efficiencies, thus lead us on a path towards profitability and market
recognition. As the CEO of this Company, I am convinced that the market will
ultimately reward businesses that reflect solid operations, exhibit reasonable
growth potential and "marry" newer technologies and operating strategies with
"old economy" operations. Under the Series C Preferred Stock Purchase Agreement
dated as of March 3, 2000 by and between the Company and the holders of our
Series C Preferred Stock (the "Stock Purchase Agreement"), the Company can take
certain actions only with the consent of two-thirds of the outstanding Series C
Preferred Stock. Although we have been advised that implementation of the
convergence strategy may not require such consent, we view the ongoing
cooperation of the holders of Series C Preferred Stock as important to the
convergence strategy's success and, therefore, are seeking your consent to
certain matters as set forth hereafter.

1. Modifications to Securities Purchase Agreement. Section 1.4 of the Stock
Purchase Agreement limits the Company's right to apply proceeds from the
original sale of Series C Preferred Stock (the "Proceeds") only to those uses
set forth on Exhibit B to the Stock Purchase Agreement. Exhibit B provides for,
among other things, use of proceeds: "to make investments in affiliate companies
(as the term is used in the Company's Registration Statement on Form S-1)". This
generally related to the Company's investment in early stage internet companies.
By signing this letter agreement, you agree to permit the Company to deploy the
Proceeds to implement the convergence strategy, among others. Accordingly, you
agree to amend Exhibit B to delete the phrase quoted above and insert in its
place the following: "to make investments in corporations, limited liability
companies, partnerships or other entities made in the ordinary course of the
Company's business, as the same may be determined by its Board of Directors from
time-to-time, and for whatever other business purposes are approved by the
Company's Board of Directors."

2.            Issuance of Contingent Warrants.
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         (a) In consideration of your signing this letter agreement, the Company
agrees that, in the event that the Series C Applicable Conversion Value (as
defined in Section 4(d) of the Certificate of Designation of Powers, Preferences
and Rights of the Series C Convertible Participating Preferred Stock (the
"Certificate") on July 18, 2002 (the "Effective Date") is greater than a target
price (the "Target Price") equal to the lower of: (i) $6.00 per share; or (ii)
the Fair Market Value of a share of the Company's common stock on the Effective
Date (but not less than $5.00 per share), the Company shall shortly following
the Effective Date issue to you a warrant (the "Contingent Warrant") to purchase
additional shares of Common Stock at an exercise price of $1.00 per share. The
Contingent Warrant shall be for that number of shares of Common Stock necessary
so that on conversion in full of the Series C Preferred Stock owned by you on
the Effective Date, together with exercise in full of the Contingent Warrant,
your average conversion/exercise price per share will be reduced to an amount
equal to the Target Price on the Effective Date. For this purpose, "Fair Market
Value" shall be the average of the closing prices of the Common Stock on the
principal exchange or over-the-counter market on which the Common Stock
regularly trades for the ten (10) trading days ending on the trading day
immediately preceding the Effective Date.


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         (b) Notwithstanding the foregoing, the Company will not issue
Contingent Warrants to you and other holders of Series C Preferred Stock as of
the Effective Date for more than 3,000,000 shares of Common Stock in the
aggregate. If application of Subsection (a) above would require issuance of
Contingent Warrants for more than 3,000,000 shares of Common Stock, the number
of shares of Common Stock covered by each Contingent Warrant shall be reduced
pro rata to satisfy the foregoing limitation. The Company has the right to
credit against the number of Contingent Warrants to be granted to you that
number of "Closing Warrants" (as that term is defined within the Stock Purchase
Agreement) for which you remain the beneficial owner as of the Effective Date
provided that the Company agrees to reduce the per share exercise price
contained within the Closing Warrants to $1.00 per share and otherwise modifies
the terms of the Closing Warrants to be in substantial conformity with the terms
of the Contingent Warrants.

         (c) The actual average conversion/exercise price resulting from the
issuance of the Contingent Warrants, assuming conversion of all Series C
Preferred Stock and exercise of all Contingent Warrants, shall be referred to
herein as the "Blended Effective Price Per Share."

         (d) The Contingent Warrants will contain the following material terms
and conditions:

                  Term:

                  3 years from Effective Date

                  Registration Rights:

                  Subject to the general terms and conditions of the
                  Registration Rights Agreement dated March 3, 2000 executed in
                  connection with the issuance of the Series C Preferred Stock,
                  as shortly following the Effective Date as is practicable, the
                  Company shall, at its sole cost and expense, file a
                  Registration Statement with the Securities and Exchange
                  Commission for the purpose of registering for resale the
                  shares of the Company's common stock issuable upon exercise of
                  the Contingent Warrants. The Company agrees to use its best
                  efforts to cause such Registration Statement to remain
                  effective for the earlier of: (i) the term of the Contingent
                  Warrants; or (ii) upon exercise or redemption of all
                  Contingent Warrants. Registration rights will be subject to
                  standard and customary cutback and holdback limitations in the
                  event of underwritten public offerings.

                  Antidilution Rights:

                  Substantially similar to the antidilution rights in the
                  Closing Warrants issued March 3, 2000.

                  Mandatory Exercise:

                  Upon thirty (30) days notice at any time during the exercise
                  period, if the Common Stock trades at $.50 or more above the
                  "Blended Effective Price Per Share" as established on the
                  Effective Date and the underlying shares are covered by an
                  effective registration statement.


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                  Delivery:

                  The definitive form of Contingent Warrant will be delivered to
                  you by the Company shortly following the effectiveness of this
                  Letter Agreement.

3. Contingent Warrant issued as a component of the Series C Preferred Stock. The
right to receive the Contingent Warrant shall attach to, and remain an
indivisible component of, the Series C Preferred Stock. Accordingly, the right
to receive the Contingent Warrant cannot be sold or transferred separate and
apart from a transfer or sale of the Series C Preferred Stock.

4. Restricted Securities. The Holder acknowledges and represents: (a) that he,
she or it (hereinafter "it") has reviewed such quarterly, annual and periodic
reports of the Company as have been filed with the Securities and Exchange
Commission (the "Reports") and that it has such knowledge and experience in
financial and business matters that it is capable of utilizing the information
set forth therein, concerning the Company to evaluate the nature and value of
the Contingent Warrants; (b) that it has been advised that the Contingent
Warrants to be issued to it by the Company, as well as the shares issuable upon
exercise of the Contingent Warrants (the "Shares"), will not be registered under
the Securities Act of 1933 (the "Act"), except as otherwise provided in this
Letter Agreement, and accordingly, it may only be able to sell or otherwise
dispose of such Contingent Warrants or Shares in accordance with Rule 144 or
except as otherwise provided in this Letter Agreement; (c) that until
registered, the Contingent Warrants and Shares will be held for investment and
not with a view to, or for resale in connection with the public offering or
distribution thereof; (d) that the Contingent Warrants and Shares so issued will
not be sold without registration thereof under the Act (unless the Contingent
Warrants and Shares are subject to registration or in the opinion of counsel to
the Company an exemption from such registration is available), or in violation
of any law; and (e) that Certificate or Certificates representing the Contingent
Warrants and Shares to be issued will be imprinted with a legend in form and
substance substantially as follows:

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

5. Automatic Conversion. Each Holder of the Series C Preferred Stock signing
this Letter Agreement agrees that as a condition to the Company's agreement to
issue the Contingent Warrants, each share of Series C Preferred Stock
outstanding and beneficially owned by such Holder as of the Effective Date,
shall upon the Effective Date be converted into the number of fully paid and
non-assessable shares of the Company's common stock into which such shares of
Series C Preferred Stock is then convertible pursuant to the applicable
provisions of Section 4 of the Certificate, automatically and without further
action.


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6. Effectiveness of this Letter Agreement. This Letter Agreement shall only
become effective and the Company shall only become obligated to issue the
Contingent Warrants provided the Holders of at least two-thirds majority of the
outstanding shares of Series C Preferred Stock execute this Letter Agreement and
return the same to the Company by no later than Friday, February 2, 2001.

7. Counterpart. This Letter Agreement may be executed by the parties in separate
counterparts and delivered by facsimile, each of which when so executed and
delivered will be an original, but all of which together will constitute one and
the same instrument. If you have any questions, please feel free to call me at
(215) 564-9193 or my cell at (215) 215-681-7900.

Very truly yours,

STONEPATH GROUP, INC.


By:
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            Andrew P. Panzo
            Chairman and Chief Executive Officer


The undersigned hereby agrees to the foregoing
and agrees to be legally bound by the terms
hereof.

Holder of Series C Preferred Shares


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Name

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Signature