Exhibit 10.31

                              EMPLOYMENT AGREEMENT

            THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered into
this 8th day of November,  2006 by and between  Robert  O'Neill,  residing at 98
Country  Village Court,  New Hyde Park, NY 11040 (the  "Executive"),  and Summit
Global Logistics,  Inc., a Delaware corporation ("Summit"), and its subsidiaries
(the "Company").

                                   BACKGROUND

            WHEREAS,  the Executive is expected to make a major  contribution to
the growth, profitability and financial strength of the Company; and

            WHEREAS,   the  Company  desires  to  retain  the  services  of  the
Executive, and the Executive desires to be retained by the Company, on the terms
and conditions set forth below.

            NOW, THEREFORE,  intending to be legally bound, and in consideration
of the premises and the mutual promises set forth in this Agreement, the receipt
and  sufficiency  of which are hereby  acknowledged,  the Company and  Executive
agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

      1.1 DEFINITIONS.  The following terms, when used in this Agreement,  shall
have the following meanings, unless the context clearly requires otherwise (such
definitions  to be equally  applicable  to both the  singular  and plural of the
defined terms):

            1.1.1  "AFFILIATE"  means,  (a) with respect to the  Executive,  any
      other Person directly or indirectly  Controlling,  Controlled by, or under
      common Control with the Executive and (b) with respect to the Company, (i)
      any Person  which  directly or  indirectly  beneficially  owns (within the
      meaning of Rule 13d-3  promulgated  under the Exchange Act)  securities or
      other equity  interests  possessing more than 50% of the aggregate  voting
      power in the election of directors (or similar governing body) represented
      by all  outstanding  securities  of the  Company or (ii) any  Person  with
      respect to which the Company beneficially owns (within the meaning of Rule
      13d-3  promulgated  under the  Exchange  Act)  securities  or other equity
      interests  possessing  more than 50% of the aggregate  voting power in the
      election of directors (or similar  governing body) represented by, or more
      than 5% of the  aggregate  value of, all  outstanding  securities or other
      equity interests of such Person.

            1.1.2 "BASE SALARY" shall have the meaning set forth in section 3.1.

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            1.1.3 "BOARD" means the Board of Directors of Summit.

            1.1.4  "CHANGE  IN  CONTROL"  means  the  occurrence  of  any of the
      following:

                  1.1.4.1   the acquisition by any  individual,  entity or group
                            (within the meaning of Section  13(d)(3) or 14(d)(2)
                            of the Securities  Exchange Act of 1934, as amended)
                            (the  "Act") of  beneficial  ownership  (within  the
                            meaning  of Rule  13d-3 of the Act) of more than 50%
                            of the (A) then outstanding  voting stock of Summit;
                            or  (B)  the  combined  voting  power  of  the  then
                            outstanding securities of Summit entitled to vote;

                  1.1.4.2   an  ownership  change in which the  shareholders  of
                            Summit before such  ownership  change do not retain,
                            directly or  indirectly,  at least a majority of the
                            beneficial or legal  interest in the voting stock of
                            Summit after such transaction, or in which Summit is
                            not the surviving company;

                  1.1.4.3   the  direct  or  indirect  sale or  exchange  by the
                            beneficial owners (directly or indirectly) of Summit
                            of all or substantially all of the assets of Summit;
                            or

                  1.1.4.4   the bankruptcy of Summit.

            1.1.5  "CAUSE"  means,  as  determined  by the  Company  in its sole
      discretion, the Executive's

                  1.1.5.1   material  act  of  dishonesty  with  respect  to the
                            Company;

                  1.1.5.2   conviction for a felony,  gross  misconduct  that is
                            likely  to have a  material  adverse  effect  on the
                            Company's business and affairs; or

                  1.1.5.3   other misconduct,  such as excessive  absenteeism or
                            material failure to comply with Company rules.

            1.1.6 "CODE" means the Internal Revenue Code of 1986, as amended.

            1.1.7 "COMMON STOCK" means the common stock of Summit.

            1.1.8 "COMPANY LOCATION" means a Company office consisting of one or
      more buildings within 25 miles of each other.

            1.1.9 "COMPENSATION  COMMITTEE" means the Compensation  Committee of
      the Board or such other  committee  designated by the Board that satisfies
      any then applicable  requirements of the New York Stock Exchange,  Nasdaq,
      or such other principal  national stock exchange on which the Common Stock
      is then traded, and which consists of two or

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      more  members  of the Board,  each of whom  shall be an  outside  director
      within the meaning of Section 162(m) of the Code.

            1.1.10 "CONFIDENTIAL INFORMATION" means:

                  1.1.10.1  proprietary information,  trade secrets and know-how
                            of the Company and/or its Affiliates;

                  1.1.10.2  confidential  information  relating to the business,
                            operations, systems, networks, services, data bases,
                            customer lists,  pricing  policies,  business plans,
                            marketing   plans,    product   development   plans,
                            strategies,  inventions  and research of the Company
                            and/or its Affiliates; and

                  1.1.10.3  confidential  information  relating to the financial
                            affairs and results of  operations  and forecasts or
                            projections of the Company and/or its Affiliates;

            provided  that   information   shall  not  constitute   Confidential
            Information  if  such   information:   (i)  is  generally  known  or
            reasonably  knowable  by  Persons  other  than  the  Company  or its
            Affiliates  or  Persons  employed  by, in  control  of or  otherwise
            affiliated  with the  Company  or its  Affiliates,  (ii) is known or
            reasonably  knowable  by  Persons  other  than  the  Company  or its
            Affiliates  or  Persons  employed  by, in  control  of or  otherwise
            affiliated  with the  Company  or its  Affiliates,  by reason of the
            action of such  Person or Persons  other than the  Executive  or any
            Person acting at the  Executive's  direction or with the Executive's
            prior  consent,  (iii)  was  known  or  reasonably  knowable  by the
            Executive,  by lawful  means,  prior to the date of the  Executive's
            employment  with the Company or (iv) is compelled to be disclosed by
            law, regulation or legal process.

            1.1.11  "CONTROL"  (including the terms  "Controlled  by" and "under
      common Control with") means the possession, directly or indirectly or as a
      trustee or executor,  of the power to direct or cause the direction of the
      management of a Person  (including  the direction of any Person related to
      the  Executive),  whether  through the ownership of stock, as a trustee or
      executor, by contract or credit agreement or otherwise.

            1.1.12  "DISABILITY"  means any physical or mental  condition  which
      renders  Executive  incapable of performing  his  essential  functions and
      duties  hereunder  for at  continuous  period  of at least  180  days,  as
      determined in good faith by a physician appointed by the Company.

            1.1.13  "EFFECTIVE DATE" means the date of the Closing as defined in
      the Purchase Agreement.

            1.1.14 "EMPLOYMENT TERM" shall have the meaning set forth in section
      2.2.

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            1.1.15  "EXCHANGE  ACT" shall mean the  Securities  Exchange  Act of
      1934, as amended.

            1.1.16 "FISCAL YEAR" means the calendar year.

            1.1.17 "GOOD REASON" means the occurrence of any of the following:

                  1.1.17.1  without the Executive's  prior written consent,  any
                            material  diminution in the  Executive's  authority,
                            duties   or   responsibilities,    including   those
                            pertaining to his status as a director of the Board,
                            if applicable;  provided, however, that prior to any
                            termination  pursuant to this Section 1.1.17.1,  the
                            Company  must be given  notice by the  Executive  of
                            his/her objection to such material diminution and no
                            less than 20 days to cure the same;

                  1.1.17.2  any failure by the Company to pay the  Executive any
                            portion  of the Base  Salary  or other  payments  to
                            which the Executive is entitled,  provided, however,
                            that  prior  to any  termination  pursuant  to  this
                            Section  1.1.17.2 on account of the  non-payment  of
                            Base Salary, the Company must be given notice by the
                            Executive  of such  acts and  omissions  and no less
                            than 30 days to cure the same;

                  1.1.17.3  without the Executive's  prior written consent,  the
                            relocation of the principal place of the Executive's
                            employment to a location a further distance than the
                            Company  Location  where the  individual was working
                            immediately prior to the relocation; or

                  1.1.17.4  a  material  breach  by  the  Company  of any of the
                            material  provisions  of this  Agreement,  provided,
                            however, that prior to any such termination pursuant
                            to this Section 1.1.17.4,  the Company must be given
                            notice by the  Executive  of such acts or  omissions
                            and no less than 20 days to cure the same.

            1.1.18   "MANAGEMENT   INCENTIVE   PLAN"  means  the  Summit  Global
      Logistics,  Inc. 2007  Management  Incentive  Plan,  attached as Exhibit A
      hereto.

            1.1.19  "PERSON"  means  an  individual,  corporation,  partnership,
      association,  limited liability company or partnership, trust, government,
      governmental  agency or body, or any other group or entity,  no matter how
      organized and whether or not for profit.

            1.1.20  "PURCHASE  AGREEMENT"  means that  certain  Equity  Purchase
      Agreement by and between  Maritime  Logistics US Holdings Inc., FMI Holdco
      I, LLC, FMI Blocker,  Inc. and each of the Sellers set forth in Schedule A
      thereto, dated as of October 23, 2006.

<PAGE>

            1.1.21  "TERMINATION  DATE" means the date on which the  Executive's
      employment with the Company terminates for any reason.

            1.1.22 "YEAR OF SERVICE"  means the  completion  by the Executive of
      Year One, Year Two, Year Three,  Year Four or Year Five, or any additional
      one-year period under Section 2.2 hereof,  as applicable.  For purposes of
      Section 3.3 hereof,  and only for such purposes,  partial years of service
      will be credited as one (1) Year of Service if the Executive has worked at
      least 1,000 hours during the applicable year.

            1.1.23 "YEAR ONE" means the 12-consecutive-month period beginning on
      the Effective  Date and ending on the day  immediately  prior to the first
      day of Year Two.

            1.1.24 "YEAR TWO" means the 12-consecutive-month period beginning on
      the  first  anniversary  of the  Effective  Date  and  ending  on the  day
      immediately prior to the first day of Year Three.

            1.1.25 "YEAR THREE" means the 12-consecutive-month  period beginning
      on the  second  anniversary  of the  Effective  Date and ending on the day
      immediately prior to the first day of Year Four.

            1.1.26 "YEAR FOUR" means the  12-consecutive-month  period beginning
      on the  third  anniversary  of the  Effective  Date and  ending on the day
      immediately prior to the first day of Year Five.

            1.1.27 "YEAR FIVE" means the  12-consecutive-month  period beginning
      on the  fourth  anniversary  of the  Effective  Date and ending on the day
      immediately prior to the fifth anniversary of the Effective Date.

                                    ARTICLE 2

                               EMPLOYMENT AND TERM

      2.1  EMPLOYMENT.  The Company employs  Executive and the Executive  hereby
agrees to such  employment by the Company during the Employment Term to serve as
Division President of FMI Holdco I, LLC, with the customary duties,  authorities
and  responsibilities  of an officer  of a  corporation  and such other  duties,
authorities and responsibilities  relative to the Company or its Affiliates that
have been agreed upon in writing by the Company and  Executive.  This  Agreement
supersedes any and all prior agreements between the Executive and the Company or
the  Company's   predecessors  in  interest  with  respect  to  the  Executive's
employment,  and any such prior agreements shall be void and of no further force
and effect as of the Effective Date.

      2.2  EMPLOYMENT  TERM.  The  "Employment  Term"  of this  Agreement  shall
commence on the  Effective  Date,  and unless  sooner  terminated as provided in
Article  4,  shall  terminate  upon the fifth  (5th)  anniversary  of such date.
Thereafter, and unless sooner terminated

<PAGE>

as provided in Article 4, the Employment Term shall  automatically be renewed on
each  anniversary  date of the expiration of the initial  Employment  Term for a
period of one (1) year,  unless and until  either the  Company or the  Executive
terminates  such automatic  renewal upon sixty (60) days' advance written notice
to the other of an intention  not to renew (that is, upon  written  notice of an
intention not to renew  delivered to the other at least sixty (60) days prior to
the beginning of the next one-year period); provided,  however, that in no event
shall the Employment Term exceed a period of ten (10) continuous years beginning
with the Effective Date.

      2.3 FULL WORKING TIME.  During the Employment  Term,  the Executive  shall
devote  substantially  all of his  ability and  attention,  all of his skill and
experience and efforts  during normal  business hours and at such other times as
reasonably  required for the proper  performance of his duties  hereunder and to
the  business  and  affairs of the  Company.  During the  Employment  Term,  the
Executive shall not, either directly or indirectly,  actively participate in any
other business or accept any employment or business  office  whatsoever from any
other  Person;  provided,  however,  that the  foregoing  shall not preclude the
Executive,  subject  to  Article 5,  from:  (i)  serving  as a  director  of any
non-profit or charitable  organization,  or any company not in competition  with
the Company,  or (ii) making an investment in any other business,  so long as in
any such  case,  the  Executive  does not  actively  participate  in such  other
business  or  organization  and  such  activity  does  not  interfere  with  the
Executive's  ability to perform his duties  hereunder and does not  constitute a
conflict of interest with the Company.

                                    ARTICLE 3

                            COMPENSATION AND BENEFITS

      3.1 BASE SALARY.  During the Employment Term, as compensation for services
hereunder and in consideration for the protective covenants set forth in Article
5 of this Agreement,  the Executive shall be paid a base salary of Three Hundred
Thousand United Stated Dollars (U.S. $300,000) for Year One, with an annual cost
of living  increase of 3% for each of Year Two,  Year Three,  Year Four and Year
Five, and, if applicable under Section 2.2 hereof, for each additional  one-year
period of the  Employment  Term  thereafter,  or such greater amount as may from
time to time be  approved by the  Compensation  Committee  (the "Base  Salary").
Cost-of-living  increases shall be effective as of the commencement of Year Two,
Year Three,  Year Four and Year Five,  respectively,  and, if  applicable  under
Section 2.2 hereof,  as of the first day of each  additional  one-year period of
the Employment Term  thereafter,  and shall be cumulative.  Base Salary shall be
paid to the Executive in accordance with the Company's normal payroll practices.

      3.2 BONUSES.  The  Executive  shall  receive an annual bonus in accordance
with the terms of a grant agreement made pursuant to the terms of the Management
Incentive  Plan (the "Annual Bonus Grant  Agreement").  The Executive also shall
receive a multi-year  bonus,  pursuant to the terms of the Management  Incentive
Plan,  if certain  performance  targets are met as of the end of the  Employment
Term (the "Multi-Year Bonus Grant Agreement").  The Annual Bonus Grant Agreement
and  Multi-Year  Bonus  Grant  Agreement  are  attached  as  Exhibits  B and  C,
respectively,  hereto.  If the  Management  Incentive Plan is terminated for any
reason

<PAGE>

whatsoever,  whether by the Company or any other Person,  the Executive shall be
paid the annual bonus and multi-year  bonus that  otherwise  would be payable to
him with respect to the Performance  Period within which the termination of such
Plan occurs,  notwithstanding  the termination of such Plan. For purposes of the
immediately  preceding  sentence,  the  Executive's  annual bonus and multi-year
bonus that  otherwise  would be payable to him with  respect to the  Performance
Period within which the  termination  of the  Management  Incentive  Plan occurs
shall be identical to that set forth in Exhibits B and C, respectively,  hereto,
and shall be fully vested,  subject to the  satisfaction  of the  conditions set
forth in Section 5.2 of such Plan.

      3.3 RETIREMENT, WELFARE AND FRINGE BENEFITS. To the maximum extent that he
is eligible  under the terms of the  applicable  plan or program,  the Executive
shall  participate in the current or future plans or programs  maintained by the
Company for its  employees  and/or  senior  executives  that provide  insurance,
medical benefits,  retirement benefits,  or similar fringe benefits,  as well as
any  additional  plans or  programs  that  may be  adopted  that  are  generally
applicable  to  senior  executives;   provided,  however,  that  if  within  the
Employment  Term,  the  Executive  leaves the  employment  of the Company and is
eligible for severance benefits,  then $7,500 per Year of Service shall be added
to the severance  amount in lieu of any forfeited  (non-vested)  qualified  plan
amount. In addition, the Executive shall be entitled to a minimum of twenty (20)
vacation days for each calendar year beginning with or within a Year of Service,
which must be taken in  accordance  with the Company's  vacation  policy then in
effect.  The Executive  shall also be entitled at least six (6) days of sick day
leave,  seven (7)  personal  days  leave and seven (7) fixed  holidays  for each
calendar year beginning with or within a Year of Service, which must be taken in
accordance  with  the  Company's  applicable  policies  then in  effect.  Unused
vacation  days,  sick days or  personal  days shall not carry  forward  into the
subsequent  year.  In the event that the Company  establishes  a more  favorable
vacation,  sick leave or  personal  day policy  generally  applicable  to senior
executives,  the Executive  shall be entitled to any such  additional  benefits.
During the  Employment  Term,  the Company shall pay the Executive an automobile
allowance,  which shall not exceed  $1,250 per month,  plus an annual  inflation
adjustment  reflecting market  conditions.  The Executive is responsible for the
tax consequences of the personal usage of the automobile. The Executive shall be
entitled to a $5,000 per year golf,  health,  country and/or other  recreational
club  membership  allowance for each Year of Service,  to be allocated among the
foregoing as the Executive  sees fit. The Executive is  responsible  for the tax
consequences  of the personal  usage of the golf,  health,  country and/or other
recreational club membership.  In addition, or in lieu of the Company policy for
executives  with respect to annual  physical  examinations,  during each Year of
Service,  the Executive  shall be reimbursed up to $1000 for an annual  physical
examination conducted by a physician designated by the Executive.

      3.4 INDEMNIFICATION AND INSURANCE.

            3.4.1 D&O INSURANCE. During the entirety of the Employment Term, the
      Company shall cause the Executive to be covered by and named as an insured
      or as a member of a class of  insured  under any  policy  or  contract  of
      insurance  obtained by it to insure its  directors  and  officers  against
      personal  liability for acts or omissions in connection with service as an
      officer or director of the Company or service in other  capacities  at its
      request ("D&O Insurance Coverage"). The D&O Insurance Coverage

<PAGE>

      provided to the  Executive  pursuant to this Section 3.4.1 shall be of the
      same scope and on the same terms and  conditions  as the coverage (if any)
      provided to other  officers or directors of the Company and shall continue
      for so long as the  Executive  shall  be  subject  to  personal  liability
      relating to such service.

            3.4.2 EPLI  INSURANCE.  During the entirety of the Employment  Term,
      the  Company  shall cause the  Executive  to be covered by and named as an
      insured or as a member of a class of insured  under any policy or contract
      of insurance  obtained by it to insure its directors and officers  against
      personal  liability for acts or omissions in connection  with service as a
      director or officer of the Company,  where such personal  liability  could
      arise under or in connection  with, or be  attributable  to, the Company's
      employment practices and procedures "EPLI Insurance  Coverage").  The EPLI
      Insurance  Coverage  provided to the  Executive  pursuant to this  Section
      3.4.2 shall be of the same scope and on the same terms and  conditions  as
      the  coverage  (if any)  provided to other  officers or  directors  of the
      Company and shall  continue for so long as the Executive  shall be subject
      to personal liability relating to such service.

            3.4.3  INDEMNIFICATION.   To  the  maximum  extent  permitted  under
      applicable law, and provided that the Executive has acted within the scope
      of his  authority  hereunder,  the Company  shall  indemnify the Executive
      against  and hold him  harmless  from any costs,  liabilities,  losses and
      exposures  (each,  a "Cost,"  and  collectively,  "Costs")  to the fullest
      extent  and on the  most  favorable  terms  and  conditions  that  similar
      indemnification  is offered to any  director  or officer of the Company or
      any subsidiary or Affiliate  thereof and shall survive the  termination of
      this Agreement and continue for so long as the Executive  shall be subject
      to personal liability relating to such service;  provided,  however,  that
      the Company shall not  indemnify  and hold  harmless the Executive  from a
      Cost to the extent that such Cost is  attributable  to the Executive's (i)
      willful misconduct or gross negligence in the performance of his duties or
      exercise of his authority  hereunder or (ii) material breach of any of the
      provisions of this Agreement.

      3.5  EXPENSES.  The  Company  shall pay or  reimburse  the  Executive  for
reasonable  business  expenses actually incurred or paid by the Executive during
the Employment  Term, in the  performance of his services  hereunder;  provided,
however,  that such  expenses are  consistent  with the Company's  policy.  Such
payment or reimbursement is expressly  conditioned upon  presentation of expense
statements or vouchers or other  supporting  documentation by the Executive in a
manner that is acceptable  to the Company and  otherwise in accordance  with the
Company's policy then in effect.

      3.6 DEDUCTIONS. The Company shall deduct from all compensation or benefits
payable pursuant to this Agreement such payroll, withholding and other taxes and
medical,  pension and other  benefits in accordance  with the Company's  benefit
programs and the Executive's  selections and as may in the reasonable opinion of
the Company be  required by law and any such  additional  amounts  requested  in
writing by the Executive.

<PAGE>

                                    ARTICLE 4

                                   TERMINATION

      4.1 GENERAL.  The Company shall have the right to terminate the employment
of the Executive at any time with or without  Cause and the  Executive  shall be
paid the Standard Termination Entitlements (as defined in Section 4.3.1).

      4.2 TERMINATION UNDER CERTAIN CIRCUMSTANCES.

            4.2.1  TERMINATION  WITHOUT  SEVERANCE  BENEFITS.  In the  event the
      Executive's  employment  with  the  Company  is  terminated  prior  to the
      expiration  of the  Employment  Term  by  reason  of (i)  the  Executive's
      resignation  without Good Reason,  (ii) the Executive's death or (iii) the
      Executive's  discharge by the Company for Cause prior to the occurrence of
      a Change in Control,  this Agreement  shall terminate  including,  without
      limitation,   the  Company's  obligations  to  provide  any  compensation,
      benefits or severance to the Executive  under Article 3 of this  Agreement
      or otherwise, other than the Standard Termination Entitlements (as defined
      in section 4.3.1).

            4.2.2   DISABILITY.   The  Company  may  terminate  the  Executive's
      employment upon the Executive's Disability.  In such event, in addition to
      the Standard  Termination  Entitlements (as defined in section 4.3.1), the
      Company shall  continue to pay the Executive his Base Salary in accordance
      with the Company's normal payroll practices,  at the annual rate in effect
      for him immediately  prior to the termination of his employment,  during a
      period  ending  on the  earliest  of:  (a)  the  date on  which  long-term
      disability insurance benefits are first payable to him under any long-term
      disability  insurance plan covering employees of the Company;  and (b) the
      date of his death.  A termination  of employment  due to Disability  under
      this Section 4.2.2 shall be effected by notice of termination given to the
      Executive  by the  Company  and  shall  take  effect  on the  later of the
      effective  date of  termination  specified  in such  notice or the date on
      which the notice of termination is deemed given to the Executive.

            4.2.3  TERMINATION  WITH SEVERANCE  BENEFITS.  In the event that the
      Executive's  employment  with the Company is  terminated  by the Executive
      prior to the expiration of the  Employment  Term for Good Reason or by the
      Company  prior to the  expiration  of the  Employment  Term other than for
      Cause or  Disability,  the  Company  shall  pay the  Standard  Termination
      Entitlements (as defined in section 4.3.1) and the Severance  Benefits (as
      defined in section 4.3.2); provided, however, that any payment required by
      this section 4.2.3 is expressly conditioned upon:

                  4.2.3.1   The Executive's  continued material  compliance with
                            the  terms  of this  Agreement,  including,  without
                            limitation, Article 5; and

                  4.2.3.2   The  Executive's   resignation   from  any  and  all
                            positions which he holds as an officer,  director or
                            committee  member with respect to the Company or any
                            Affiliate thereof.

<PAGE>

      4.3 STANDARD TERMINATION ENTITLEMENTS; SEVERANCE BENEFITS.

            4.3.1 STANDARD  TERMINATION  ENTITLEMENTS.  For all purposes of this
      Agreement, the Executive's "Standard Termination  Entitlements" shall mean
      and include:

                  4.3.1.1   the Executive's earned but unpaid compensation as of
                            the  date of his  termination  of  employment.  This
                            payment  shall be made at the time and in the manner
                            prescribed by law applicable to the payment of wages
                            including,  specifically,  payment for accrued,  but
                            unused vacation days;

                  4.3.1.2   reimbursement  for reasonable  business expenses and
                            authorized   travel  expenses   incurred  but  still
                            outstanding; and

                  4.3.1.3   the benefits, if any, due to the Executive,  and the
                            Executive's  estate,  surviving  dependents  or  his
                            designated  beneficiaries under the employee benefit
                            plans  and  programs  and  compensation   plans  and
                            programs maintained for the benefit of, or covering,
                            the  officers,   executives  and  employees  of  the
                            Company,   including,   but  not   limited  to,  the
                            Management  Incentive  Plan.  The time and manner of
                            payment or other  delivery of these benefits and the
                            recipients  of such  benefits  shall  be  determined
                            according  to  the  terms  and   conditions  of  the
                            applicable plans and programs.

            4.3.2 SEVERANCE  BENEFIT.  For all purposes of this  Agreement,  the
      Executive's  "Severance  Benefit"  shall  mean the  benefit  set  forth in
      Schedule A attached hereto.

                                    ARTICLE 5

                              RESTRICTIVE COVENANTS

      5.1 PROPRIETARY INFORMATION.

            5.1.1 DISCLOSURE DURING THE EMPLOYMENT TERM.  Subject to Section 5.4
      hereof,  the Executive shall promptly disclose to the Company in such form
      and manner as the  Company  may  reasonably  require  (a) all  operations,
      systems, services,  methods,  developments,  inventions,  improvements and
      other  information or data pertaining to the business or activities of the
      Company and its  Affiliates as are  conceived,  originated,  discovered or
      developed  by the  Executive  during  the  Employment  Term  and (b)  such
      information  and data pertaining to the business,  operations,  personnel,
      activities,  financial  affairs,  and other  information  relating  to the
      Company and its  Affiliates  and their  respective  customers,  suppliers,
      employees and other persons having business  dealings with the Company and
      its  Affiliates as may be  reasonably  required for the Company to operate
      its business.  It is understood  that such  information  is proprietary in
      nature  and  shall (as  between  the  Company  and  Executive)  be for the
      exclusive use and benefit of the

<PAGE>

      Company and shall be and remain the  property  of the Company  both during
      the Employment Term and thereafter.

            5.1.2 DISCLOSURE AFTER  EMPLOYMENT.  In the event that the Executive
      leaves  the  employ of the  Company  for any  reason,  including,  without
      limitation,  the  expiration of the Employment  Term, the Executive  shall
      deliver  to the  Company  any  and all  devices  (including  any lap  top,
      personal  hand-held devices or mobile  telephone),  records,  data, notes,
      reports,  proposals,  lists,  correspondence,   specifications,  drawings,
      blueprints,  sketches,  materials,  equipment, other documents or property
      belonging  to  the  Company  or any  Affiliate  thereof  or  any of  their
      respective successors or assigns.

      5.2 NON-COMPETITION.

            5.2.1 PROHIBITION AGAINST  COMPETITION.  The Executive  acknowledges
      that during the Employment Term he will become familiar with the Company's
      trade  secrets  and with other  confidential  information  concerning  the
      Company and that his services have been and will be of special, unique and
      extraordinary  value  to  the  Company.  The  Executive  agrees  that,  in
      consideration of the payments made to the Executive hereunder,  during the
      Employment  Term and for one year following the Employment Term and/or for
      two years following the early termination of the Employment Period for any
      reason provided for by Section 4.2 (the "Noncompete Period"), he shall not
      directly or indirectly own, manage, control, participate in, consult with,
      render services for, or in any manner engage in the provision of logistics
      services,  including,  but not  limited  to,  (a) air  and  ocean  freight
      forwarding  worldwide,  and (b) transloading,  warehousing,  distribution,
      value-added and local and long distance trucking services (the "Business")
      throughout North America, anywhere in the United States or, in the case of
      the freight  forwarding  portion of the  Business,  anywhere in the world.
      Nothing  herein shall prohibit the Executive from being a passive owner of
      not more than 5% of the stock of a publicly held  corporation  whose stock
      is traded on a national  securities  exchange  or in the  over-the-counter
      market.  In the event of a breach  of this  Section  5.2,  the term of the
      Noncompete  Period  shall be extended  by a period  equal to the length of
      such breach.  The Executive agrees that these provisions are necessary for
      the  protection  of the  Company  from  unfair  competition  and  that the
      national  and/or  world wide scope of these  restrictions  is  appropriate
      given the nature of the  Company's  business and the position  held by the
      Executive.

            5.2.2  NON-SOLICITATION  OF BUSINESS.  During the Noncompete Period,
      the  Executive  shall not  directly  or  indirectly  solicit or attempt to
      solicit  business  from any  person or entity  who was a  customer  of the
      Company during the Employment Term. The Executive also agrees that, during
      the  Noncompete  Period,  she shall not  induce or  attempt  to induce any
      person or entity who was a customer of the Company during the  Executive's
      Employment  Term to end its  relationship or cease doing business with the
      Company.

            5.2.3  NON-SOLICITATION  OF  EMPLOYEES,  OFFICERS,  ETC.  During the
      Noncompete  Period,  the Executive shall not directly or indirectly induce
      or attempt to induce any

<PAGE>

      officer,  employee  or  consultant  of the  Company  or any  Affiliate  or
      subsidiary  of the  Company  to leave the  employ of the  Company  or such
      Affiliate or  subsidiary,  or in any way interfere  with the  relationship
      between the Company or any such  Affiliate or subsidiary  and any employee
      thereof.

      5.3  NON-DISCLOSURE.  Except with the prior written consent of the Company
in each  instance or as may be reasonably  necessary to perform the  Executive's
services  hereunder,  the Executive shall not disclose,  use, publish, or in any
other manner  reveal,  directly or  indirectly,  at any time during or after the
Employment  Term, any  Confidential  Information  relating to the Company or any
Affiliate  thereof  acquired by him prior to,  during the course of, or incident
to, his employment hereunder;  provided,  however, that necessary or appropriate
disclosures may be made to the Executive's legal counsel.

      5.4 OWNERSHIP OF  INTELLECTUAL  PROPERTY.  Subject to applicable  law, the
Executive  acknowledges  and  agrees  that all work  performed,  and all  ideas,
concepts, materials, products, software; documentation,  designs, architectures,
specifications,  flow  charts,  test  data,  programmer's  notes,  deliverables,
improvements,  discoveries,  methods, processes, or inventions, trade secrets or
other  subject   matter  related  to  the  Company's   business   (collectively,
"Materials")  conceived,  developed or prepared by the Executive  alone, or with
others,  during the period of Executive's  employment by the Company in written,
oral,  electronic,  photographic,  optical or any other form are the property of
the Company and its  successors or assigns,  and all rights,  title and interest
therein  shall  vest in the  Company  and its  successors  or  assigns,  and all
Materials  shall be deemed to be works  made for hire and made in the  course of
the  Executive's  employment  by the  Company.  To the extent  that title to any
Materials  has not or may not, by operation of law,  vest in the Company and its
successors or assigns,  or such  Materials may not be considered  works made for
hire. Notwithstanding the foregoing, the parties acknowledge and understand that
Executive may  previously  have  developed  and may continue to develop  certain
ideas,  concepts and designs  which are unrelated to the business of the Company
and may continue to do so provided that such  activities  do not interfere  with
his duties under this Agreement.

      5.5 REASONABLE  LIMITATIONS.  Executive acknowledges that given the nature
of the Company's  business,  the  covenants  contained in this Article 5 contain
reasonable limitations as to time, geographical area and scope of activity to be
restrained,  and do not impose a greater  restraint than is necessary to protect
and preserve the  Company's  business  and to protect the  Company's  legitimate
business interests.  If, however, this Article 5 is determined by any arbitrator
to be  unenforceable by reason of its extending for too long a period of time or
over too large a geographic  area or by reason of its being too extensive in any
other  respect,  or for any other reason,  it will be interpreted to extend only
over the longest period of time for which it may be enforceable  and/or over the
largest  geographical  area as to  which  it may be  enforceable  and/or  to the
maximum  extent in all other aspects as to which it may be  enforceable,  all as
determined by such court or arbitrator in such action.

      5.6  SURVIVAL  OF  PROTECTIVE  COVENANTS.  Each  covenant  on the  part of
Executive  contained  in this  Article  5 shall  be  construed  as an  agreement
independent of any other provision

<PAGE>

of this Agreement,  unless  otherwise  indicated  herein,  and shall survive the
termination of Executive's employment under this Agreement.

                                    ARTICLE 6

                               DISPUTE RESOLUTION

      6.1 ARBITRATION OF DISPUTES.  Both parties agree that all controversies or
claims that may arise between the  Executive and the Company in connection  with
this Agreement shall be settled by  arbitration.  The parties further agree that
the arbitration  shall be held in the State of New Jersey,  and  administered by
the American  Arbitration  Association under its Commercial  Arbitration  Rules,
applying New Jersey law.

            6.1.1  QUALIFICATIONS  OF  ARBITRATOR.   The  arbitration  shall  be
      submitted to a single  arbitrator  chosen in the manner provided under the
      rules of the American  Arbitration  Association.  The arbitrator  shall be
      disinterested  and shall not have any  significant  business  relationship
      with  either  party,  and shall not have served as an  arbitrator  for any
      disputes involving the Company or any of its Affiliates more than twice in
      the thirty-six (36) month period immediately  preceding his or her date of
      appointment.  The  arbitrator  shall be a person  who is  experienced  and
      knowledgeable in employment and executive compensation law and shall be an
      attorney duly licensed to practice law in one or more states.

            6.1.2  POWERS  OF  ARBITRATOR.  The  arbitrator  shall  not have the
      authority  to grant any remedy  which  contravenes  or changes any term of
      this  Agreement  and shall not have the  authority  to award  punitive  or
      exemplary or damages  under any  circumstances.  The parties shall equally
      share the  expense  of the  arbitrator  selected  and of any  stenographer
      present  at  the  arbitration.  The  remaining  costs  of  the  arbitrator
      proceedings  shall  be  allocated  by  the  arbitrator,  except  that  the
      arbitrator shall not have the power to award attorney's fees.

            6.1.3 EFFECT OF ARBITRATOR'S  DECISION.  The arbitrator shall render
      its decision within thirty (30) days after  termination of the arbitration
      proceeding,  which  decision  shall be in  writing,  stating  the  reasons
      therefor and including a brief  description of each element of any damages
      awarded.  The  decision  of the  arbitrator  shall be final  and  binding.
      Judgment  on the award  rendered by the  arbitrator  may be entered in any
      court having jurisdiction thereof.

      6.2 SERVICE OF PROCESS.  The parties  agree that service of process may be
made on it by personal  service of a copy of the summons and  complaint or other
legal  process in any such  suit,  action or  proceeding,  or by  registered  or
certified  mail  (postage  prepaid) to its address  specified in Section 7.1 (or
applicable  forwarding address),  or by any other method of service provided for
under the applicable laws in effect in the applicable jurisdiction.

<PAGE>

                                    ARTICLE 7

                               GENERAL PROVISIONS

      7.1  NOTICES.   All   notices,   requests,   claims,   demands  and  other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy,  or by mail (registered or certified mail, postage prepaid,  return
receipt requested) or by any courier service,  providing proof of delivery.  All
communications  hereunder  shall be delivered to the  respective  parties at the
following addresses:

           If to the Executive:       Robert O'Neill
                                      98 Country Village Court
                                      New Hyde Park, NY 11040

           If to the Company:         Summit Global Logistics, Inc. and its
                                      Subsidiaries
                                      547 Boulevard
                                      Kenilworth, NJ 07730
                                      Attn: Peter Klaver

           with a copy to:            David D. Gammell
                                      Brown Rudnick Berlack Israels LLP
                                      One Financial Center
                                      Boston, MA 02111

or to such  other  address  as the  party  to whom  notice  is  given  may  have
previously  furnished to the other  parties  hereto in writing in the manner set
forth above.

      7.2 ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement
between the Executive  and the Company with respect to the Company's  employment
of the Executive and supersedes any and all prior agreements and understandings,
written or oral, with respect thereto.

      7.3  AMENDMENTS  AND WAIVERS.  Any term of this Agreement or any Schedule,
Exhibit or attachment hereto may be amended only by (a) an instrument in writing
and signed by the party  against  whom such  amendment is sought to be enforced,
and (b) in the case of the Company,  such amendment also must be duly authorized
by an appropriate resolution of the Company. In addition, any obligation of this
Agreement or any  Schedule,  Exhibit or  attachment  hereto may be waived by the
party against whom the  obligation  runs by an  instrument in writing  signed by
that  party  and  delivered  to the  Company  as  reasonable  time  prior to the
effective date of the waiver.

      7.4  SUCCESSORS  AND ASSIGNS.  The Company  shall have the right to assign
this  Agreement,   subject  to  the  Executive's  consent  which  shall  not  be
unreasonably  withheld and subject to. This Agreement shall inure to the benefit
of, and be binding upon (a) the parties

<PAGE>

hereto, (b) the heirs, administrators, executors and personal representatives of
the  Executive  and (c) the  successors  and  assigns of the Company as provided
herein.

      7.5 GOVERNING LAW. This  Agreement,  including the validity hereof and the
rights  and  obligations  of the  parties  hereunder,  and  all  amendments  and
supplements hereof and all waivers and consents hereunder, shall be construed in
accordance  with and  governed  by the laws of the State of New  Jersey  without
giving effect to any conflicts of law  provisions or rule,  that would cause the
application of the laws of any other jurisdiction.

      7.6  SEVERABILITY.  If any  provisions of this Agreement as applied to any
part or to any  circumstance  shall  be  adjudged  by a court to be  invalid  or
unenforceable,  the same  shall in no way  affect  any other  provision  of this
Agreement,  the application of such provision in any other  circumstances or the
validity or enforceability of this Agreement.

      7.7 NO  CONFLICTS.  The  Executive  represents  to the  Company  that  the
execution,  delivery and performance by the Executive of this Agreement does not
and will not conflict  with or result in a violation or breach of, or constitute
(with or without  notice or lapse of time or both) a default under any contract,
agreement or understanding,  whether oral or written,  to which the Executive is
or was a party or of which the Executive is or should be aware.

      7.8  SURVIVAL.  The rights and  obligations  of the Company and  Executive
pursuant to Articles 4, 5 and 6 shall survive the termination of the Executive's
employment with the Company and the expiration of the Employment Term.

      7.9 CAPTIONS.  The headings and captions  used in this  Agreement are used
for convenience  only and are not to be considered in construing or interpreting
this Agreement.

      7.10 COUNTERPARTS. This Agreement be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

<PAGE>

      7.11 IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement
as of the date first above written.

                                             EXECUTIVE

                                             ___________________________________


                                             SUMMIT GLOBAL LOGISTICS, INC. AND
                                             ITS SUBSIDIARIES


                                             By:________________________________
                                                Name
                                                Title:

<PAGE>

                                   SCHEDULE A

                                SEVERANCE BENEFIT

      The  Executive  shall be  entitled  to a  severance  benefit  equal to the
greater of the following two amounts:

      o     two (2)  times his Base  Salary  as in effect as of the  Termination
            Date,  paid  in  equal  installments  on a  biweekly  basis  for two
            (2)-year  period  commencing  on the day  immediately  following the
            Termination Date; or

      o     the benefit payable to him under the Summit Global  Logistics,  Inc.
            Severance  Benefit  Plan,  attached  as  Exhibit D hereto  (each,  a
            "Severance Benefit"), in accordance with the terms if such Plan.

      The Severance  Benefit shall be paid in cash,  net any and all  applicable
withholdings  for taxes or  otherwise.  Payment of any portion of the  Severance
Benefit shall be conditioned upon the Executive's execution of a general release
of claims he may have against the Company.

<PAGE>

                                    EXHIBIT A
                          SUMMIT GLOBAL LOGISTICS, INC.
                         2007 MANAGEMENT INCENTIVE PLAN

                                   I. PURPOSES

      1.1  GENERAL.  The  purposes of the Summit  Global  Logistics,  Inc.  2007
Management  Incentive  Plan (the "PLAN") are to retain and motivate the Eligible
Employees and Directors of Summit Global Logistics,  Inc. (the "COMPANY") or any
Parent or  Subsidiary  thereof  who have been  designated  by the  Committee  to
participate  in the Plan for a specified  Performance  Period by providing  them
with the  opportunity to earn incentive  payments based upon the extent to which
specified  performance  or other goals have been  achieved  or  exceeded  for an
applicable  Performance Period.  Additional definitions are contained in Article
II and certain other Sections of the Plan.

      1.2  STATUS  OF   COMPENSATION   FOR  "COVERED   EMPLOYEES"  AS  QUALIFIED
PERFORMANCE-BASED  COMPENSATION.  It is  intended  that all  amounts  payable to
Participants who are "covered employees" within the meaning of Section 162(m) of
the Code will constitute "qualified  performance-based  compensation" within the
meaning of U.S. Treasury regulations  promulgated  thereunder,  and the Plan and
the terms of any awards hereunder to such  Participants  shall be so interpreted
and construed to the maximum extent possible.  Notwithstanding  any provision of
the Plan to the contrary,  however, an individual Award Agreement, as defined in
Section 4.1(f) hereof,  may contain terms that do not comply with the "qualified
performance-based compensation" exception to the applicability of Section 162(m)
of the Code to the Individual  Award  Opportunity(ies)  granted  thereunder,  in
which  case  the  provisions  of  the  individual  Award  Agreement  shall  take
precedence  over the provisions of the Plan with respect to compliance with such
exception.

                  II. CERTAIN DEFINITIONS

      2.1 "AFFILIATE" shall mean

            (a)   any Person  which  directly or  indirectly  beneficially  owns
                  (within  the  meaning  of Rule  13d-3  promulgated  under  the
                  Exchange Act) securities or other equity interests  possessing
                  more than 50% of the aggregate voting power in the election of
                  directors  (or  similar  governing  body)  represented  by all
                  outstanding securities of the Company; or

            (b)   any Person with respect to which the Company beneficially owns
                  (within  the  meaning  of Rule  13d-3  promulgated  under  the
                  Exchange Act) securities or other equity interests  possessing
                  more than 50% of the aggregate voting power in the election of
                  directors (or similar  governing body) represented by, or more
                  than 5% of the aggregate value of, all outstanding  securities
                  or other equity interests of such Person.

      2.2 "BASE SALARY" shall mean a Participant's "Base Salary" as such term is
defined in the Employment Agreement.

<PAGE>

      2.3 "BOARD" shall mean the Board of Directors of the Company.

      2.4  "BUSINESS  ENTITY"  shall mean (i) the  Company or (ii) any Parent or
Subsidiary thereof.

      2.5 "BUSINESS ENTITY  LOCATION" means a Business Entity office  consisting
of one or more buildings within 25 miles of each other.

      2.6 "CAUSE" shall mean "Cause," as defined in the Participant's Employment
Agreement or Director's Agreement, and in the absence of such definition,  Cause
shall  mean,  as  determined  by the  Committee  in  its  sole  discretion,  the
Participant's

            (a)   material act of dishonesty with respect to the Business Entity
                  that employs the Participant;

            (b)   conviction for a felony,  gross  misconduct  that is likely to
                  have a material  adverse effect on the business and affairs of
                  the Business Entity that employs the Participant; or

            (c)   other misconduct,  such as excessive absenteeism or failure to
                  comply with the rules of the Business  Entity that employs the
                  Participant.

      2.7 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

      2.8 "COMMITTEE" shall mean the Compensation Committee of the Board or such
other  committee  designated  by the Board that  satisfies  any then  applicable
requirements  of the New York Stock  Exchange,  NASDAQ,  or such other principal
national stock exchange on which the Common Stock is then traded,  to constitute
a  compensation  committee,  and which  consists  of two or more  members of the
Board,  each of whom may be an "outside  director" within the meaning of Section
162(m) of the Code. Notwithstanding the foregoing, in the case of any Individual
Award Opportunity  granted to any Participant who is a "covered employee" within
the meaning of Section 162(m) of the Code, the Committee shall consist solely of
two or more members of the Board who are "outside  directors" within the meaning
of such Section.

      2.9 "COMMON  STOCK" shall mean common  stock of the Company,  par value of
$.001 per share.

      2.10 "COMPANY" shall mean Summit Global Logistics, Inc., and any successor
thereto, and shall include any other business venture in which the Company has a
direct or indirect significant  interest,  as determined by the Committee in its
sole discretion.

      2.11  "CONTROL"  (including  the terms  "Controlled  by" and "under common
Control with") means the  possession,  directly or indirectly or as a trustee or
executor,  of the power to direct or cause the direction of the  management of a
Person,  whether  through the ownership of stock,  as a trustee or executor,  by
contract or credit agreement or otherwise.

      2.12  "DETERMINATION  PERIOD" shall mean,  with respect to any Performance
Period, a period commencing on or before the first day of the Performance Period
and ending not later than the earlier of (i) 90 days after the  commencement  of
the Performance Period and (ii) the

<PAGE>

date on which  twenty-five  percent  (25%) of the  Performance  Period  has been
completed.  Any action required to be taken within a Determination Period may be
taken  at a later  date if  permissible  under  Section  162(m)  of the  Code or
regulations promulgated thereunder, as they may be amended from time to time.

      2.13 "DIRECTOR" shall mean a member of the Board or the board of directors
of a Parent or Subsidiary who is not an Employee.

      2.14 "DIRECTOR'S  AGREEMENT" shall mean the  Participant's  agreement with
the  Company or any  Parent or  Subsidiary  thereof  to serve as a  non-Employee
director of the Business Entity.

      2.15  "DISABILITY"  shall  mean any  physical  or mental  condition  which
renders the Participant  incapable of performing his or her essential  functions
and  duties as an  Employee  for a  continuous  period of at least 180 days,  as
determined  in good faith by a physician  appointed by the Business  Entity that
employs the Participant.

      2.16 "EFFECTIVE DATE" shall mean January 1, 2007.

      2.17  "ELIGIBLE  EMPLOYEE"  shall mean an  employee  of the Company or any
Parent or  Subsidiary  thereof,  but only if the employee is reported as such in
the payroll records of such Business Entity.

      2.18 "ERISA"  shall mean the Employee  Retirement  Income  Security Act of
1974 as currently in effect, and as it may be amended from time to time.

      2.19  "EXCHANGE  ACT" shall mean the  Securities  Exchange Act of 1934, as
amended.

      2.20 "FISCAL YEAR" shall mean the calendar year.

      2.21 "FUNDAMENTAL TRANSACTION" shall mean that the Company shall, directly
or indirectly,  in one or more related transactions effected after the Effective
Date:

<PAGE>

            (a)   consolidate  or merge with or into (whether or not the Company
                  is the surviving corporation) another Person;

            (b)   sell, assign, transfer,  convey or otherwise dispose of all or
                  substantially  all of the  properties or assets of the Company
                  to another Person;

            (c)   be the  subject of a  purchase,  tender or  exchange  offer by
                  another  Person  that is  accepted by the holders of more than
                  50% of the outstanding  shares of voting stock of the Company;
                  or

            (d)   consummate  a  stock  purchase  agreement  or  other  business
                  combination (including,  without limitation, a reorganization,
                  recapitalization,  spin-off  or  scheme or  arrangement)  with
                  another  Person  whereby such other Person  acquires more than
                  the 50% of the outstanding shares of Common Stock.

In addition,  a  "Fundamental  Transaction"  shall occur if, after the Effective
Date,  any "person" or "group" (as these terms are used for purposes of Sections
13(d) and 14(d) of the  Exchange  Act) shall become the  "beneficial  owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of
the aggregate ordinary voting power represented by issued and outstanding Common
Stock.

      2.22  "GOOD  REASON"   shall  mean  "Good   Reason,"  as  defined  in  the
Participant's  Employment Agreement or Director's Agreement,  and in the absence
of such definition, shall mean:

            (a)   without the Participant's prior written consent,  any material
                  diminution   in  the   Participant's   authority,   duties  or
                  responsibilities,  including  those  pertaining  to his or her
                  status as a director, if applicable,  provided,  however, that
                  prior to any termination pursuant to this Section 2.22(a), the
                  applicable  Business  Entity  must  be  given  notice  by  the
                  Participant of his/her  objection to such material  diminution
                  and no less than 20 days to cure the same;

            (b)   any failure by the Business  Entity to pay the Participant any
                  portion  of the  Base  Salary  to  which  the  Participant  is
                  entitled  under  Section  2.2 or any  payments  to  which  the
                  Participant is entitled under his or her Employment Agreement,
                  if   applicable,   provided,   however,   that  prior  to  any
                  termination on account of the non-payment of Base Salary,  the
                  Business  Entity must be given  notice by the  Participant  of
                  such  acts or  omissions  and no less than 30 days to cure the
                  same;

            (c)   without  the   Participant's   prior  written   consent,   the
                  relocation  of  the  principal  place  of  the   Participant's
                  employment to a location a further  distance than the Business
                  Entity  Location where the individual was working  immediately
                  prior to the relocation; or

            (d)   a  material  breach  by  the  Business  Entity  of  any of the
                  material  provisions  of this Plan,  provided,  however,  that
                  prior to any termination pursuant to

<PAGE>

                  this Section 2.22(d),  the applicable  Business Entity must be
                  given notice by the  Participant of such acts or omissions and
                  no less than 20 days to cure the same.

      2.23  "INDIVIDUAL  AWARD  OPPORTUNITY"  shall  mean  the  potential  of  a
Participant  to receive an  incentive  payment  based on the extent to which the
applicable  performance or other goals for a Performance  Period shall have been
satisfied.  An Individual Award  Opportunity may be expressed in U.S. dollars or
pursuant to a formula that is consistent with the provisions of the Plan.

      2.24  "PARENT"  shall mean a "parent  corporation,"  within the meaning of
Section 424(e) of the Code,  with respect to the Company or an entity,  directly
or indirectly, in Control of the Company.

      2.25  "PARTICIPANT"  shall mean an Eligible  Employee who is designated by
the Company to participate in the Plan for a Performance  Period,  in accordance
with Article III.

      2.26  "PERFORMANCE  PERIOD" shall mean a one (1), two (2), three (3), four
(4) or five (5) Fiscal  Year  period for which  performance  or other  goals are
established pursuant to Article IV.

      2.27 "PERSON" shall mean a person within the meaning of Section 3(a)(9) of
the Exchange Act.

      2.28 "PLAN" shall mean the Summit Global  Logistics,  Inc. 2007 Management
Incentive Plan, as set forth herein, as it may be amended from time to time.

      2.29 "QUALIFIED  SUCCESSOR" shall have the meaning ascribed thereto in the
Employment Agreement or Director's Agreement,  as applicable.  If such term does
not  appear  in the  Employment  Agreement  or  Director's  Agreement,  all Plan
provisions  in  respect  of a  Qualified  Successor  shall be null and void with
respect to the affected Participant.

      2.30 "RETIREMENT" shall mean the voluntary  termination of the Participant
at any time on or after attaining age 65.

      2.31  "SUBSIDIARY"  shall  mean a  "subsidiary  corporation,"  within  the
meaning of  Section  424(f) of the Code,  with  respect  to the  Company,  or an
entity, directly or indirectly, Controlled by the Company.

                               III. ADMINISTRATION

      3.1 GENERAL. The Plan shall be administered by the Committee,  which shall
have the full power and authority to interpret, construe and administer the Plan
and any Individual Award Opportunity  granted hereunder  (including  reconciling
any inconsistencies, correcting any defects and addressing any omissions).

      3.2 POWERS AND  RESPONSIBILITIES.  The Committee  shall have the following
discretionary powers, rights and responsibilities in addition to those described
in Section 3.1.

<PAGE>

            (a)   to designate within the Determination  Period the Participants
                  for a Performance Period;

            (b)   to establish within the  Determination  Period the performance
                  goals and other terms and conditions that are to apply to each
                  Participant's Individual Award Opportunity;

            (c)   to  determine  in  writing  prior  to the  payment  under  any
                  Individual Award  Opportunity that the performance goals for a
                  Performance  Period and other material terms applicable to the
                  Individual Award Opportunity have been satisfied;

            (d)   to grant Individual Award  Opportunities  for Participants who
                  are not  "covered  employees"  within  the  meaning of Section
                  162(m) of the Code based upon the  attainment  of  performance
                  goals that do not  constitute  "objective  performance  goals"
                  within the meaning of Section 162(m) of the Code;

            (e)   to  adopt,  revise,  suspend,  waive  or  repeal,  when and as
                  appropriate,   in  its  sole  and  absolute  discretion,  such
                  administrative  rules,  guidelines and procedures for the Plan
                  as it deems  necessary or advisable to implement the terms and
                  conditions of the Plan.

      3.3  DELEGATION  OF POWER.  The  Committee may delegate some or all of its
power and authority  hereunder to the President and Chief  Executive  Officer of
the Company or other  executive  officer of the  Company  or, with  respect to a
Subsidiary,  the  shareholders  of  such  Subsidiary,  as  the  Committee  deems
appropriate.  Notwithstanding the foregoing, with respect to any person who is a
"covered  employee"  within the meaning of Section 162(m) of the Code or who, in
the Committee's  judgment, is likely to be a covered employee at any time during
the applicable  Performance Period, only the Committee shall be permitted to (i)
designate such person to participate  in the Plan for such  Performance  Period,
(ii) establish  performance  goals and Individual Award  Opportunities  for such
person,  and (iii)  certify  the  achievement  of such  performance  goals.  For
purposes of the immediately  preceding  sentence,  "Committee" shall mean two or
more  members of the Board who are  "outside  directors"  within the  meaning of
Section 162(m) of the Code.

                  IV. PERFORMANCE GOALS AND OTHER CRITERIA

      4.1 ESTABLISHING PERFORMANCE GOALS AND OTHER CRITERIA.

            (a)   ROLE OF COMMITTEE.  The Committee shall  establish  within the
                  Determination  Period of each  Performance  Period  (i) one or
                  more objective  performance  goals for each Participant or for
                  any group of Participants (or both), provided that the outcome
                  of each  goal  is  substantially  uncertain  at the  time  the
                  Committee  establishes  such goal and/or (ii) other  criteria,
                  including,  but not limited to,  performance  criteria that do
                  not satisfy the  requirements of Treasury  Regulation  Section
                  1.162-

<PAGE>

                  27(e)(2) or time vesting  criteria,  the satisfaction of which
                  is   required   for  the  payment  of  an   Individual   Award
                  Opportunity.

            (b)   PERFORMANCE   FACTORS.   Performance   goals  shall  be  based
                  exclusively on one or more of the following  objective Company
                  (including   any  division  or  operating   unit  thereof)  or
                  individual  measures,  stated  in  either  absolute  terms  or
                  relative terms,  such as rates of growth or  improvement,  the
                  attainment  by a share of  Common  Stock of a  specified  fair
                  market  value for a  specified  period of time,  earnings  per
                  share, earnings per share excluding non-recurring,  special or
                  extraordinary   items,   return  to  stockholders   (including
                  dividends),   return  on  capital,  return  on  total  capital
                  deployed,  return on assets, return on equity, earnings of the
                  Company  before  or after  taxes  and/or  interest,  revenues,
                  revenue  increase,  repeat purchase rate,  recurring  revenue,
                  recurring  revenue  increase,  market share, cash flow or cost
                  reduction  goals,  cash flow provided by operations,  net cash
                  flow,  short-term or long-term cash flow return on investment,
                  interest expense after taxes, return on investment,  return on
                  investment capital, economic value created,  operating margin,
                  gross profit margin, net profit margin, pre-tax income margin,
                  net income  margin,  net income before or after taxes,  pretax
                  earnings  before  interest,   depreciation  and  amortization,
                  pre-tax  operating  earnings after interest expense and before
                  incentives,  and/or extraordinary or special items,  operating
                  earnings,  net cash  provided  by  operations,  and  strategic
                  business criteria,  consisting of one or more objectives based
                  on meeting specified market  penetration,  geographic business
                  expansion   goals,   cost  targets,   customer   satisfaction,
                  reductions  in  errors  and  omissions,   reductions  in  lost
                  business,  management  of  employment  practices  and employee
                  benefits,    supervision   of   litigation   and   information
                  technology,  quality and quality audit  scores,  productivity,
                  efficiency,    and   goals   relating   to   acquisitions   or
                  divestitures, or any combination of the foregoing.

            (c)   PARTICIPANTS WHO ARE COVERED EMPLOYEES. Subject to Section 1.2
                  hereof,   with  respect  to  Participants   who  are  "covered
                  employees" within the meaning of Section 162(m) of the Code or
                  who,  in the  Committee's  judgment,  are likely to be covered
                  employees  at  any  time  during  the  applicable  Performance
                  Period,  an Individual Award  Opportunity may be based only on
                  performance  factors that are compliant with the  requirements
                  of  Treasury  Regulation  Section  1.127-27(e)(2).   For  this
                  purpose,  the factors listed in Section 4.1(b) shall be deemed
                  to  be  compliant  with  the  requirements  of  such  Treasury
                  Regulation.

            (d)   PARTICIPANTS  WHO ARE NOT COVERED  EMPLOYEES.  With respect to
                  Participants  who  are  not  "covered  employees"  within  the
                  meaning  of  Section  162(m)  of  the  Code  and  who,  in the
                  Committee's  judgment,  are not likely to be covered employees
                  at any time  during the  applicable  Performance  Period,  the
                  performance goals  established for the Performance  Period may
                  consist of any objective Company (including any

<PAGE>

                  division or operating  unit thereof) or  individual  measures,
                  whether or not listed in (b) above or whether or not compliant
                  with  the   requirements   of  Treasury   Regulation   Section
                  1.162-27(e)(2).  Without in any way limiting the generality of
                  the foregoing,  such performance goals may include  subjective
                  goals,  the  satisfaction  of which shall be determined by the
                  Committee,  in its sole and absolute  discretion.  Performance
                  goals  shall  be  subject  to such  other  special  rules  and
                  conditions  as the  Committee may establish at any time within
                  the Determination Period.

            (e)   SPECIFIC   LEVELS  OF  PERFORMANCE.   Each  Individual   Award
                  Opportunity  that is based  upon  performance  shall set forth
                  specific levels of performance  required during the applicable
                  Performance Period in order for the Participant to be eligible
                  for payment of such amounts.

            (f)   AWARD   AGREEMENTS.   Each  grant  of  an   Individual   Award
                  Opportunity hereunder shall be made pursuant to an award grant
                  agreement ("Award Agreement").

      4.2 IMPACT OF EXTRAORDINARY  ITEMS OR CHANGES IN ACCOUNTING.  The measures
utilized  in  establishing  performance  goals  under  the  Plan  for any  given
Performance  Period shall be determined in accordance  with  generally  accepted
accounting principles ( "GAAP") and in a manner consistent with the methods used
in  the  Company's   audited  financial   statements,   without  regard  to  (i)
extraordinary  or other  nonrecurring  or unusual  items,  or  restructuring  or
impairment   charges,   as  determined  by  the  Company's   independent  public
accountants in accordance  with GAAP or (ii) changes in accounting,  unless,  in
each case, the Committee decides otherwise within the Determination Period.

                        V. INDIVIDUAL AWARD OPPORTUNITIES

      5.1 TERMS. At the time performance goals are established for a Performance
Period,  the Committee also shall establish an Individual Award  Opportunity for
each  Participant  or  group  of  Participants,  which  shall  be  based  on the
achievement of one or more specified  targets of performance  goals. The targets
shall be expressed in terms of an  objective  formula or standard  which may, at
the discretion of the Committee,  be based upon the Participant's Base Salary or
a multiple thereof. Unless otherwise provided in the applicable Award Agreement,
to the  extent  that any such  award is made to a Covered  Employee  within  the
meaning of Section  162(m) of the Code,  such formula or formulas shall be fixed
by the  Committee  not later  than the later of (x)  ninety  (90) days after the
commencement  of the  performance  period;  or (y) the expiration of one-quarter
(1/4) of the performance period.

      5.2 INCENTIVE  PAYMENTS.  Payments under  Individual  Award  Opportunities
shall be in cash and at the time  determined by the  Committee  after the end of
the Performance Period for which the Individual Award Opportunities are payable,
except that, to the extent that such Individual  Award  Opportunities  are based
upon  performance  criteria  that refer to or are  dependent  upon the Company's
financial  statements,  no such payment shall be due, and  Participants  have no
right to  payments,  unless  and  until  the  Committee,  based  (to the  extent
applicable)  on the Company's  audited  financial  statements  for the Company's
taxable year in which such Performance  Period ends (as prepared and reviewed by
the Company's independent

<PAGE>

public accountants), has certified in writing the extent to which the applicable
performance  goals for such Performance  Period have been satisfied.  Subject to
Sections 5.3 and 5.4 hereof,  once this  certification is made by the Committee,
the  Participant's  rights  to  payment  under  any  and  all  Individual  Award
Opportunities  with respect to the Performance Period to which the certification
applies   shall  be  fully   vested   and   non-forfeitable   for  any   reason.
Notwithstanding  any provision of this Plan to the  contrary,  all payments to a
Participant under an Individual Award Opportunity for a given Performance Period
must be made to the  Participant  no later  than  (i) the 15th day of the  third
month  following the  Participant's  first taxable year in which the  Individual
Award  Opportunity is no longer subject to a "substantial  risk for forfeiture "
(within  the  meaning of  Section  409A of the Code) or (ii) the 15th day of the
third  month  following  the  end of the  Company's  fiscal  year in  which  the
Incentive  Award  Opportunity  is no longer  subject to a  "substantial  risk of
forfeiture" (within the meaning of Section 409A of the Code).

      5.3  PAYMENTS OF ANNUAL  INDIVIDUAL  AWARD  OPPORTUNITIES  IN THE EVENT OF
DEATH,  DISABILITY,  TERMINATION  FOR CAUSE,  TERMINATION  OTHER THAN FOR CAUSE,
TERMINATION  FOR  GOOD  REASON,  TERMINATION  OTHER  THAN  FOR  GOOD  REASON  OR
RETIREMENT. Notwithstanding any provision of this Plan to the contrary, payments
in the  event  of the  occurrence  of any of  the  following  events  during  an
applicable one-Fiscal Year Performance Period shall be made as follows:

            (a)   DEATH.  In  the  event  of a  Participant's  death  during  an
                  applicable  one-Fiscal Year Performance Period, the Individual
                  Award  Opportunity  payable to the Participant with respect to
                  such one-Fiscal Year Performance  Period shall be forfeited in
                  full.

            (b)   DISABILITY.  In the event of a Participant's Disability during
                  an  applicable   one-Fiscal  Year  Performance   Period,   the
                  Individual Award  Opportunity  payable to the Participant with
                  respect to such  one-Fiscal Year  Performance  Period shall be
                  the  maximum   amount   payable  under  the  Incentive   Award
                  Opportunity for that one-Fiscal Year  Performance  Period,  as
                  determined  by the  Committee as of the end of the  one-Fiscal
                  Year  Performance  Period,   multiplied  by  a  fraction,  the
                  numerator of which is the number of full consecutive months of
                  the  Participant's   employment  during  the  one-Fiscal  Year
                  Performance  Period  prior to his or her  Disability,  and the
                  denominator  of  which  is 12.  Whether  the  Participant  has
                  sustained a Disability shall be determined by the Committee in
                  its sole discretion,  but in good faith. For this purpose, the
                  Committee  may  require  the  Participant  to  submit  medical
                  evidence  of  Disability;  provided,  however,  that  any such
                  requirement  shall comply with the applicable  requirements of
                  the Health  Insurance  Portability and  Accountability  Act of
                  1996, as amended.  Payment of any Individual Award Opportunity
                  on account of the Participant's  Disability shall be made in a
                  single lump sum.

            (c)   TERMINATION  FOR  CAUSE.  In the  event  of the  Participant's
                  termination  of  employment  by a  Business  Entity  for Cause
                  during an applicable  one-Fiscal Year Performance  Period, the
                  Individual Award  Opportunity  granted to the Participant with
                  respect to such  one-Fiscal Year  Performance  Period shall be
                  immediately forfeited in full. Whether a

<PAGE>

                  Participant  has  committed  an act or omitted an action  that
                  constitutes  grounds  for a  termination  for  Cause  shall be
                  determined  by the  Committee in its sole  discretion,  but in
                  good faith.

            (d)   TERMINATION  OTHER  THAN  FOR  CAUSE.  In  the  event  of  the
                  Participant's  termination of employment by a Business  Entity
                  other  than for Cause  during an  applicable  one-Fiscal  Year
                  Performance  Period, the Individual Award Opportunity  payable
                  to the  Participant  with  respect  to  such  one-Fiscal  Year
                  Performance  Period shall be the maximum  amount payable under
                  the Individual  Award  Opportunity  for that  one-Fiscal  Year
                  Performance  Period,  as determined by the Committee as of the
                  end of the one-Fiscal Year Performance Period, multiplied by a
                  fraction,  the  numerator  of  which  is the  number  of  full
                  consecutive months of the Participant's  employment during the
                  one-Fiscal  Year  Performance  Period  prior  to  his  or  her
                  termination other than for Cause, and the denominator of which
                  is 12. Any Individual  Award  Opportunity that becomes payable
                  on  account  of  the   termination  of  a  Business   Entity's
                  termination  of the  Participant's  employment  other than for
                  Cause shall be payable only after the Committee certifies that
                  the applicable performance objective(s) or other criteria with
                  respect  to  the  Individual   Award   Opportunity  have  been
                  satisfied.  Payment of any  Individual  Award  Opportunity  on
                  account of the  Participant's  termination  of employment by a
                  Business Entity other than for Cause shall be made in a single
                  lump sum.

            (e)   TERMINATION  BY PARTICIPANT  FOR GOOD REASON.  In the event of
                  the  Participant's  termination  of employment for Good Reason
                  during an applicable  one-Fiscal Year Performance  Period, the
                  Individual Award  Opportunity  payable to the Participant with
                  respect to such  one-Fiscal Year  Performance  Period shall be
                  the  maximum  amount   payable  under  the  Individual   Award
                  Opportunity for that one-Fiscal Year  Performance  Period,  as
                  determined  by the  Committee as of the end of the  one-Fiscal
                  Year  Performance  Period,   multiplied  by  a  fraction,  the
                  numerator of which is the number of full consecutive months of
                  the  Participant's   employment  during  the  one-Fiscal  Year
                  Performance  Period prior to his or her  termination  for Good
                  Reason,  and the  denominator  of  which  is 12.  Whether  the
                  Participant  has  sustained  a  Good  Reason  event  shall  be
                  determined  by the  Committee in its sole  discretion,  but in
                  good faith.  Any  Individual  Award  Opportunity  that becomes
                  payable on account of the  termination  of employment for Good
                  Reason  shall be payable  only after the  Committee  certifies
                  that the applicable performance objective(s) or other criteria
                  with respect to the  Individual  Award  Opportunity  have been
                  satisfied.  Payment of any  Individual  Award  Opportunity  on
                  account of the  Participant's  termination  of employment  for
                  Good Reason shall be made in a single lump sum.

            (f)   TERMINATION BY PARTICIPANT OTHER THAN FOR GOOD REASON. Subject
                  to  Section   5.3(g)  of  the  Plan,   in  the  event  of  the
                  Participant's  voluntary  termination of employment other than
                  for  Good  Reason   during  an  applicable   one-Fiscal   Year
                  Performance Period, the Individual Award

<PAGE>

                  Opportunity  granted to the  Participant  with respect to such
                  one-Fiscal  Year  Performance   Period  shall  be  immediately
                  forfeited in full.

            (g)   RETIREMENT.  If the event of a Participant's Retirement during
                  an  applicable   Performance   Period,  the  Individual  Award
                  Opportunity  payable to the  Participant  with respect to such
                  Performance  Period  shall be the maximum  amount  payable for
                  that Performance  Period, as determined by the Committee as of
                  the end of the Performance  Period,  multiplied by a fraction,
                  the  numerator  of which  is the  number  of full  consecutive
                  months of the Participant's  employment during the Performance
                  Period  prior  to  his  or  her   termination  on  account  of
                  Retirement, and the denominator of which is 12. Any Individual
                  Award  Opportunity  that  becomes  payable  on  account of the
                  Participant's  Retirement  shall be  payable  only  after  the
                  Committee   certifies   that   the   applicable    performance
                  objective(s)  or other criteria with respect to the Individual
                  Award   Opportunity  have  been  satisfied.   Payment  of  any
                  Individual Award  Opportunity on account of the  Participant's
                  Retirement shall be made in a single lump sum.

      5.4 SPECIAL MULTI-YEAR PERFORMANCE PERIOD PAYMENT RULES.

            (a)   IN  GENERAL.  Except as  provided  in  Section  5.4 (b) or (c)
                  hereof,  if the  Participant's  employment  terminates for any
                  reason  whatsoever  during a  Performance  Period  equaling or
                  exceeding  two (2) years and  prior to the time  payment  with
                  respect  to  the  applicable   Individual  Award   Opportunity
                  otherwise  would be made,  the  Individual  Award  Opportunity
                  payable to the  Participant  with  respect to such  multi-year
                  Performance Period shall be forfeited in full.

            (b)   DISABILITY.   Section   5.4(a)   shall   not   apply   if  the
                  Participant's  termination of employment  occurs on account of
                  his or her Disability on or after October 1 of the last Fiscal
                  Year comprising a Performance Period equaling or exceeding two
                  (2) years.

            (c)   OCCURRENCE  OF  FUNDAMENTAL  TRANSACTION.  In the  event  of a
                  Fundamental  Transaction,  the  Individual  Award  Opportunity
                  payable to the  Participant  with  respect to the  Performance
                  Period within which the Fundamental  Transaction  occurs shall
                  fully  vest and be payable to the  Participant  in  accordance
                  with the terms of the applicable  Award  Agreement;  provided,
                  however,  that  the  payment  shall  be  made  in  immediately
                  available funds,  from the proceeds of the sale giving rise to
                  the  Fundamental  Transaction (by the Company in the case of a
                  Fundamental  Transaction  occurring  )in a single lump sum, no
                  later than ten (10) days  following  the  consummation  of all
                  events contemplated by the Fundamental Transaction.

      5.5 PAYMENTS AND PARACHUTE AWARDS.  Notwithstanding  any provision of this
Plan  to  the  contrary,  but  subject  to  any  conflicting  provisions  in any
Participant's  Employment  Agreement,  if,  in  connection  with  a  Fundamental
Transaction,  a tax  under  Section  4999 of the Code  would be  imposed  on the
Participant  (after  taking into  account the  exceptions  set forth in Sections
280G(b)(4)  and  280G(b)(5)  of the  Code),  then  the  Company  shall  pay  the
Participant an amount equal to the tax under Section 4999.

<PAGE>

                                   VI. GENERAL

      6.1  EFFECTIVE  DATE AND TERM OF PLAN.  The Plan  shall be  effective  for
Performance Periods beginning on or after the later of the date it is adopted by
the  Committee or the date it is approved by the Company's  stockholders  of the
Company  (the  "Effective  Date").  This Plan  shall  terminate  as of the tenth
anniversary of the Effective Date, unless  terminated  earlier by the Committee.
In the event that this Plan is not approved by the  stockholders of the Company,
this Plan shall be null and void.

      6.2 AMENDMENT OR TERMINATION OF PLAN. The Committee may amend or terminate
this Plan as it shall deem advisable,  subject to any requirement of stockholder
approval  required by applicable  law,  rule or  regulation,  including  Section
162(m) of the Code.  Notwithstanding any provision of this Plan to the contrary,
if a Business Entity has executed a definitive  acquisition or similar agreement
pursuant to which a Fundamental  Transaction  will occur upon the closing of the
transaction(s)  contemplated thereby, the Committee, in its sole discretion, may
treat the  execution  of such  agreement  itself  as  triggering  a  Fundamental
Transaction.

      6.3  NON-TRANSFERABILITY  OF  AWARDS.  No award  under  the Plan  shall be
transferable  other  than by  will,  the laws of  descent  and  distribution  or
pursuant to beneficiary  designation procedures approved by the Company.  Except
to the  extent  permitted  by the  foregoing  sentence,  no  award  may be sold,
transferred,  assigned, pledged, hypothecated,  encumbered or otherwise disposed
of  (whether  by  operation  of law or  otherwise)  or be subject to  execution,
attachment  or similar  process.  Upon any  attempt to sell,  transfer,  assign,
pledge, hypothecate, encumber or otherwise dispose of any such award, such award
and all rights thereunder shall immediately become null and void.

      6.4 TAX WITHHOLDING  AND  DEDUCTIONS.  The Company shall have the right to
require, prior to the payment of any amount pursuant to an award made hereunder,
payment by the Participant of any Federal,  state, local, foreign or other taxes
which may be required to be withheld or paid in connection  with such award.  It
is intended that the Company's  contributions  under the Plan will be deductible
to the Company  when  benefits  are received by the  Participant  under  Section
404(a)(5) of the Code, and the  Participant  shall be taxed on the benefits upon
actual receipt of payments under Section 61 of the Code.

      6.5 NO RIGHT OF  PARTICIPATION  OR  EMPLOYMENT.  No person  shall have any
right  to  participate  in this  Plan.  Neither  this  Plan nor any  award  made
hereunder shall confer upon any person any right to continued  employment by the
Company or any Parent or Subsidiary thereof Company, or affect in any manner the
right of the  Company,  or any Parent or  Subsidiary  thereof to  terminate  the
employment of any person at any time without liability hereunder.

      6.6 ARBITRATION OF DISPUTES.  Both parties agree that all controversies or
claims that may arise between the Participant and the Company in connection with
this Plan shall be settled by  arbitration.  The parties  further agree that the
arbitration  shall be held in the State of New Jersey,  and  administered by the
American  Arbitration   Association  under  its  Commercial  Arbitration  Rules,
applying New Jersey law, except to the extent such law is preempted by ERISA.

<PAGE>

            (a) QUALIFICATIONS OF ARBITRATOR. The arbitration shall be submitted
      to a single  arbitrator  chosen in the manner  provided under the rules of
      the   American   Arbitration   Association.   The   arbitrator   shall  be
      disinterested  and shall not have any  significant  business  relationship
      with  either  party,  and shall not have served as an  arbitrator  for any
      disputes involving the Company or any of its Affiliates more than twice in
      the thirty-six (36) month period immediately  preceding his or her date of
      appointment.  The  arbitrator  shall be a person  who is  experienced  and
      knowledgeable in employment and executive compensation law and shall be an
      attorney duly licensed to practice law in one or more states.

            (b)  POWERS  OF  ARBITRATOR.  The  arbitrator  shall  not  have  the
      authority  to grant any remedy  which  contravenes  or changes any term of
      this Plan and shall not have the authority to award  punitive or exemplary
      or damages  under any  circumstances.  The parties shall equally share the
      expense of the arbitrator selected and of any stenographer  present at the
      arbitration.  The remaining costs of the arbitrator  proceedings  shall be
      allocated by the arbitrator, except that the arbitrator shall not have the
      power to award attorney's fees.

            (c) EFFECT OF ARBITRATOR'S DECISION. The arbitrator shall render its
      decision  within  thirty (30) days after  termination  of the  arbitration
      proceeding,  which  decision  shall be in  writing,  stating  the  reasons
      therefor and including a brief  description of each element of any damages
      awarded.  The  decision  of the  arbitrator  shall be final  and  binding.
      Judgment  on the award  rendered by the  arbitrator  may be entered in any
      court having jurisdiction thereof.

      6.7  GOVERNING  LAW.  This  Plan  and  each  award   hereunder,   and  all
determinations  made and  actions  taken  pursuant  thereto,  to the  extent not
otherwise  governed by the laws of the United  States,  shall be governed by the
laws of the State of New Jersey and  construed in accordance  therewith  without
giving effect to principles of conflicts of laws.

      6.8 OTHER PLANS.  Neither the adoption of the Plan nor the  submission  of
the Plan to the Company's  stockholders for their approval shall be construed as
limiting the power of the Board or the  Committee to adopt such other  incentive
arrangements as it may otherwise deem appropriate.

      6.9  BINDING  EFFECT.  The Plan shall be binding  upon the Company and its
successors and assigns and the  Participants and their  Beneficiaries,  personal
representatives  and  heirs.  If the  Company  becomes  a party  to any  merger,
consolidation  or  reorganization,  then the Plan shall remain in full force and
effect as an obligation of the Company or its successors in interest, unless the
Plan is amended or terminated pursuant to Section 6.2.

      6.10 NO TRUST OR ERISA PLAN  CREATED.  Nothing  contained  herein shall be
deemed to create a trust of any kind or create any fiduciary relationship. Funds
invested  hereunder  shall continue for all purposes to be a part of the general
funds of the Company and no person,  other than the Company,  shall by virtue of
the provisions of this Plan, have any interest in such funds. To the extent that
any person  acquires a right to receive  payments  from the  Company  under this
Plan,  such right shall be no greater  than the right of any  unsecured  general
creditor of the

<PAGE>

Company. Further, no provision of this Plan shall be construed as subjecting the
Plan, or any portion  thereof,  to any provisions of ERISA, it being the express
intention of the Company that this Plan be so construed.

APPROVALS
2007 MANAGEMENT INCENTIVE PLAN:

Adopted by the Compensation Committee of
the Board of Directors on:                        November 8, 2006
                                              -------------------------
Approved by the Stockholders on:                  November 8, 2006
                                              -------------------------
<PAGE>

                                    EXHIBIT B

                          ANNUAL BONUS GRANT AGREEMENT

      THIS ANNUAL BONUS GRANT AGREEMENT  ("Agreement")  is made and entered into
this __ day of __________,  2007, (the  "Effective  Date") by and between Robert
O'Neill  (the  "Executive")  and  Summit  Global  Logistics,  Inc.,  a  Delaware
corporation, and its subsidiaries (the "Company").

                                   BACKGROUND

            WHEREAS,  Section 3.2 of that certain Employment  Agreement made and
entered into the 8th day of November,  2006 by and between the Executive and the
Company (the "Employment Agreement") requires the Company, pursuant to the terms
of the Management  Incentive  Plan, as defined in the Employment  Agreement,  to
make annual bonus payments to the Executive for each Year of Service, as defined
in the Employment Agreement;

            NOW, THEREFORE,  intending to be legally bound, and in consideration
of the premises and the mutual  promises set forth in the Employment  Agreement,
the receipt and sufficiency of which are hereby acknowledged,  the Executive and
the Company agree as follows:

            1.  DEFINITIONS.  The following terms,  when used in this Agreement,
shall have the following meanings, unless the context clearly requires otherwise
(such  definitions  to be equally  applicable to both the singular and plural of
the defined terms):

                  1.1 "BASE SALARY" shall have the meaning  ascribed  thereto in
            the Management Incentive Plan.

                  1.2  "BONUS"  means  the  annual  incentive  bonus  to be paid
            hereunder with respect to a given Fiscal Year.

                  1.3 "EBITDA"  means FMI's  earnings  before  income tax,  plus
            depreciation and amortization, as computed in accordance with United
            States  GAAP and in a manner  consistent  with the  methods  used in
            FMI's  audited   financial   statements,   without   regard  to  (i)
            extraordinary   or  other   nonrecurring   or  unusual   items,   or
            restructuring  or  impairment   charges,   as  determined  by  FMI's
            independent  public  accountants  in  accordance  with  GAAP or (ii)
            changes in  accounting,  unless,  in each case,  the  Committee,  as
            defined in the Management  Incentive Plan,  decides otherwise within
            the  Determination  Period,  as defined in the Management  Incentive
            Plan.

                  1.4 "EBITDA  TARGET"  means FMI's EBITDA for Fiscal Year 2007,
            2008, 2009 or 2010, as applicable.

                  1.5 "FISCAL YEAR" means the calendar year.

                  1.6 "FMI" means FMI Holdco I, LLC.

<PAGE>

                  1.7 "GAAP" means generally accepted accounting principles.

                  1.8  "PERFORMANCE  PERIOD"  shall  have the  meaning  ascribed
            thereto in the Management Incentive Plan.

            2. EBITDA TARGETS.

                  2.1  The  EBITDA   Target  for  Fiscal   Year  2007  shall  be
            $__________.

                  2.2  The  EBITDA   Target  for  Fiscal   Year  2008  shall  be
            $__________.

                  2.3  The  EBITDA   Target  for  Fiscal   Year  2009  shall  be
            $__________.

                  2.4  The  EBITDA   Target  for  Fiscal   Year  2010  shall  be
            $__________.

            3. ANNUAL INCENTIVE BONUSES.

                  3.1 The Bonus for each of Fiscal Year 2007,  Fiscal Year 2008,
            Fiscal Year 2009 and Fiscal Year 2010 shall be as follows:

                        3.1.1  If at  least  80% of the  EBITDA  Target  for the
                        applicable Fiscal Year is achieved,  the Executive shall
                        receive a Bonus for such Fiscal Year equal to 45% of his
                        Base Salary for the Performance Period beginning with or
                        within such Fiscal Year.

                        3.1.1.2  If at least 90% of the  EBITDA  Target  for the
                        applicable Fiscal Year is achieved,  the Executive shall
                        receive a Bonus for such  Fiscal  Year equal to 67.5% of
                        his Base  Salary for the  Performance  Period  beginning
                        with or within such Fiscal Year.

                        3.1.1.3 If at least  100% of the  EBITDA  Target for the
                        applicable Fiscal Year is achieved,  the Executive shall
                        receive a Bonus for such Fiscal Year equal to 90% of his
                        Base Salary for the Performance Period beginning with or
                        within such Fiscal Year.

                        3.1.1.4 For each  percentage  point, up to 50 percentage
                        points by which the  EBITDA  Target  for the  applicable
                        Fiscal Year is exceeded,  the Executive shall receive an
                        additional Bonus equal to 2.7% of his Base Salary.

                        3.1.1.5  For each  percentage  point over 50  percentage
                        points, up to 50 additional  points, by which the EBITDA
                        Target for the applicable  Fiscal Year is exceeded,  the
                        Executive  shall  receive an  additional  Bonus equal to
                        3.6% of his Base Salary.

                  3.2 Except as otherwise  provided herein,  bonus amounts shall
            be  payable  to the  Executive  in  accordance  with the  terms  and
            conditions of the Management Incentive Plan.

<PAGE>

            4.  MANAGEMENT  INCENTIVE  PLAN.  The  terms and  conditions  of the
Management  Incentive Plan are hereby incorporated herein by reference,  and the
Executive and the Company shall comply with all of the terms thereof  applicable
to annual  incentive  awards.  In the event of any conflict between the terms of
this Agreement and the terms of the Management  Incentive Plan, the terms of the
Management Incentive Plan shall govern.

            5. AMENDMENT AND TERMINATION. The Company may not amend or terminate
this Agreement without the written consent of the Executive.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                              EXECUTIVE

                                              __________________________________


                                              SUMMIT GLOBAL LOGISTICS, INC. AND
                                              ITS SUBSIDIARIES


                                              By:_______________________________
                                                 Name
                                                 Title:

<PAGE>

                                    EXHIBIT C

                        MULTI-YEAR BONUS GRANT AGREEMENT

THIS  MULTI-YEAR  BONUS GRANT AGREEMENT  ("Agreement")  is made and entered into
this __ day of __________,  2007, (the  "Effective  Date") by and between Robert
O'Neill  (the  "Executive")  and  Summit  Global  Logistics,  Inc.,  a  Delaware
corporation, and its subsidiaries (the "Company").

                                   BACKGROUND

            WHEREAS,  Section 3.2 of that certain Employment  Agreement made and
entered into the 8th day of November,  2006 by and between the Executive and the
Company (the "Employment Agreement") requires the Company, pursuant to the terms
of the Management  Incentive  Plan, as defined in the Employment  Agreement,  to
make a multi-year bonus payment to the Executive if certain  performance targets
of the Company are satisfied as of the end of the Employment Term, as defined in
the Employment Agreement;

            NOW, THEREFORE,  intending to be legally bound, and in consideration
of the premises and the mutual  promises set forth in the Employment  Agreement,
the receipt and sufficiency of which are hereby acknowledged,  the Executive and
the Company agree as follows:

            1.  DEFINITIONS.  The following terms,  when used in this Agreement,
shall have the following meanings, unless the context clearly requires otherwise
(such  definitions  to be equally  applicable to both the singular and plural of
the defined terms):

                  1.1 "BASE SALARY" shall have the meaning  ascribed  thereto in
            the Management Incentive Plan.

                  1.2 "BONUS" means the  multi-year  incentive  bonus to be paid
            hereunder with respect to the Employment Term.

                  1.3 "DELTA ONE" means the excess, if any, of EBITDA for Fiscal
            Year 2009 over the EBITDA Target for Fiscal Year 2007.

                  1.4 "DELTA TWO" means the excess, if any, of EBITDA for Fiscal
            Year 2010 over the EBITDA Target for Fiscal Year 2008.

                  1.5 "EBITDA"  means FMI's  earnings  before  income tax,  plus
            depreciation and amortization, as computed in accordance with United
            States  GAAP and in a manner  consistent  with the  methods  used in
            FMI's  audited   financial   statements,   without   regard  to  (i)
            extraordinary   or  other   nonrecurring   or  unusual   items,   or
            restructuring  or  impairment   charges,   as  determined  by  FMI's
            independent  public  accountants  in  accordance  with  GAAP or (ii)
            changes in  accounting,  unless,  in each case,  the  Committee,  as
            defined in the Management  Incentive Plan,  decides otherwise within
            the  Determination  Period,  as defined in the Management  Incentive
            Plan.

<PAGE>

                  1.6 "EBITDA TARGET" means

                        1.6.1 For Fiscal Year 2007, $__________.

                        1.6.2 For Fiscal Year 2008, $__________.

                  1.7 "FIRST  PERFORMANCE  PERIOD"  means the  three-consecutive
            Fiscal  Year period  beginning  on the first day of Fiscal Year 2007
            and ending on the last day of Fiscal Year 2009.

                  1.8 "FISCAL YEAR" means the calendar year.

                  1.9 "FMI" means FMI Holdco I, LLC.

                  1.10  "FUNDAMENTAL  TRANSACTION" has the meaning as defined in
            the Management Incentive Plan.

                  1.11 "GAAP" means generally accepted accounting principles.

                  1.12 "PERFORMANCE  PERIOD" means the First Performance  Period
            or the Second Performance Period, as applicable.

                  1.13 "SECOND PERFORMANCE  PERIOD" means the  three-consecutive
            Fiscal  Year period  beginning  on the first day of Fiscal Year 2008
            and ending on the last day of Fiscal Year 2010.

            2. MULTI-YEAR BONUS.

                  2.1 FIRST  PERFORMANCE  PERIOD.  If, with respect to the First
            Performance  Period,  Delta One,  expressed as a  percentage  of the
            EBITDA  Target for  Fiscal  Year 2007,  equals or exceeds  33%,  the
            Executive shall be paid a Bonus in Fiscal Year 2010 equal to one and
            one half (1.5) times his Base Salary for Fiscal Year 2007.

                  2.2 SECOND PERFORMANCE  PERIOD. If, with respect to the Second
            Performance  Period,  Delta Two,  expressed as a  percentage  of the
            EBITDA  Target for  Fiscal  Year 2008,  equals or exceeds  33%,  the
            Executive shall be paid a Bonus in Fiscal Year 2011 equal to one and
            one half (1.5) times his Base Salary for Fiscal Year 2008.

            3.  PAYMENT  UPON  OCCURRENCE  OF  FUNDAMENTAL  TRANSACTION.   If  a
Fundamental  Transaction occurs at any time both (i) prior to the payment of any
amount  pursuant to Section 2 hereof and (ii) on or prior to December  31, 2010,
then,  in lieu of making any  payment  to the  Executive  pursuant  to Section 2
hereof,  the  Company  shall  pay  to  the  Executive,  promptly  following  the
occurrence of the Fundamental  Transaction,  an amount in immediately  available
funds,  equal to one and one half (1.5) times his Base Salary. For this purpose,
Base  Salary  shall mean Base Salary for Fiscal  Year 2007,  if the  Fundamental
Transaction  occurs on or prior to the last day of Fiscal  Year  2009,  and Base
Salary for 2008, if the Fundamental  Transaction occurs

<PAGE>

during Fiscal Year 2010.  Payment shall be made in the form of a single lump sum
from the sales  proceeds  received by the  Company  pursuant to the terms of the
Fundamental Transaction.

            4. PAYMENT OF BONUS AMOUNTS.  Except as otherwise  provided  herein,
bonus amounts shall be payable to the Executive in accordance with the terms and
conditions of the Management Incentive Plan.

            5.  MANAGEMENT  INCENTIVE  PLAN.  The  terms and  conditions  of the
Management  Incentive Plan are hereby incorporated herein by reference,  and the
Executive and the Company shall comply with all of the terms thereof  applicable
to annual  incentive  awards.  In the event of any conflict between the terms of
this Agreement and the terms of the Management  Incentive Plan, the terms of the
Management Incentive Plan shall govern.

            6. AMENDMENT AND TERMINATION. The Company may not amend or terminate
this Agreement without the written consent of the Executive.

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                              EXECUTIVE

                                              __________________________________


                                              SUMMIT GLOBAL LOGISTICS, INC. AND
                                              ITS SUBSIDIARIES


                                              By:_______________________________
                                                 Name
                                                 Title:

<PAGE>

                                    EXHIBIT D

                          SUMMIT GLOBAL LOGISTICS, INC.
                             SEVERANCE BENEFIT PLAN
                                       AND
                            SUMMARY PLAN DESCRIPTION

                        EFFECTIVE AS OF DECEMBER 1, 2006

<PAGE>

                                 I. INTRODUCTION

1.1   PURPOSE

The purpose of this severance plan, to be known as the Summit Global  Logistics,
Inc. Severance Benefit Plan (the "Plan"),  effective as of the "Effective Date,"
as defined herein,  is to assist Eligible  Employees of Summit Global Logistics,
Inc.  ("Summit")  and its  subsidiaries  (the  "Company"),  whose  employment is
involuntarily  terminated due to circumstances that (i) are described in Section
2.1.b of this  Plan,  and (ii) are  anticipated  to result  in such  individuals
experiencing  a period of  unemployment.  This Plan  supersedes and replaces any
previous  plan,  program,  policy,  practice or arrangement by which Company may
have provided severance benefits.  All prior Company severance plans,  practices
or programs,  whether informal or formal, are hereby  terminated.  This document
constitutes both the Plan text and the Summary Plan Description for the Plan.

The  Company is pleased to provide  this Plan to Eligible  Employees,  and wants
you, as a potentially  Eligible Employee,  to know about and understand it. This
description of the Plan has been prepared to let you know how the Plan works and
how it may benefit you. You should read all parts of this description  carefully
so that you will understand not only the ways in which the Plan may benefit you,
but also certain  exclusions from coverage and limitations on payments which may
apply to you. If you have any questions  about the Plan,  you should contact the
Administrator.

THE SUMMIT GLOBAL LOGISTICS, INC. SEVERANCE BENEFIT PLAN ("PLAN") IS AN EMPLOYEE
WELFARE  PLAN AS DEFINED  IN  SECTION  3(1) OF THE  EMPLOYEE  RETIREMENT  INCOME
SECURITY ACT OF 1974 ("ERISA"). IT IS NOT A FUNDED PLAN; ANY BENEFITS OWED UNDER
THE PLAN WILL BE PAID FROM THE  GENERAL  ASSETS OF THE  COMPANY IF AND WHEN SUCH
BENEFITS  ARE OWED.  EMPLOYEES  HAVE NO RIGHTS TO OR  INTEREST  IN ANY  SPECIFIC
ASSETS OR  ACCOUNTS  OF THE  COMPANY  EVEN IF AMOUNTS  ARE  CREDITED TO ACCOUNTS
DESIGNATED TO BE USED FOR THE PAYMENT OF PLAN BENEFITS.

<PAGE>

                       II. YOUR PARTICIPATION IN THE PLAN

2.1 HOW DO I BECOME ELIGIBLE TO RECEIVE BENEFITS UNDER THE PLAN?

Only Eligible Employees (also referred to herein as "Participants") are eligible
to receive benefits under this Plan. An Eligible  Employee for these purposes is
an Employee  (i) who is NOT  ineligible  for benefits  under  Section 2.2 of the
Plan, and (ii) who first satisfies each of the following three requirements:

      a.    The  Employee  is a  full-time  employee  of the  Company  as of the
            Effective  Date  or is  hired  by  the  Company  within  six  months
            following as of the Effective  Date, and if neither is the case, has
            worked as a  full-time  employee of the Company for at least one (1)
            year; AND

      b.    The Employee's employment with the Company is terminated because of:

            (i)   A permanent reduction in force by the Company;

            (ii)  The  Employee  declining  a transfer  to another  Company,  as
                  defined in Plan  Section 7.6,  that is deemed  suitable by the
                  Company that employs the Employee;

            (iii) The elimination of a job or employment  classification  by the
                  Company;

            (iv)  A Change in Control of Summit;

            (v)   The  consolidation of certain  administrative  and operational
                  functions of Summit;

            (vi)  The  permanent or temporary  shutdown of a portion of Summit's
                  operations that includes the Employee's position; and/or

            (vii) The sale of a business unit by the Company or other  corporate
                  divestiture with respect to Summit; AND

      c.    The Employee has executed no earlier than the Employee's Termination
            Date and on or before the sixtieth (60th) day immediately  following
            the Employee's  Termination Date, a settlement agreement and release
            ("Release"). If the Employee fails to execute the Release within the
            prescribed  time  period,  the  Employee  shall fail to qualify as a
            Participant  under the Plan.  The  Employee  shall be deemed to have
            executed  the  Release  within  the  prescribed  time  period if the
            Company fails to provide the Employee with the Release for execution
            within thirty (30) days after the Employee's Termination Date.

2.2 IN WHAT CIRCUMSTANCES WILL I BE INELIGIBLE FOR BENEFITS UNDER THE PLAN?

Subject to Section 4.2, an Employee  shall be ineligible for benefits under this
Plan if the individual:


                                       2
<PAGE>

      a.    Is terminated for "Good Cause," as defined in this Section 2.2;

      b.    Voluntarily quits;

      c.    Fails to work through his or her  Termination  Date, or such earlier
            date specified by the Company;

      d.    Is receiving long-term disability benefits;

      e.    After the Termination  Date,  performs  services (i) for a division,
            subdivision,  branch,  location,  or other  identifiable part of the
            Company's business that is sold or otherwise transferred to an owner
            other than the Company,  regardless  of whether the new owner offers
            continued or comparable  employment to the Employee, or (ii) for any
            entity with which the Company has a continuing relationship,  and in
            which  the  Company  is or has  been a  significant  contributor  or
            investor,  regardless  of whether  such entity  offers  continued or
            comparable employment to the employee;

      f.    Dies prior to his or her Termination Date; or

      g.    Is on any leave of  absence,  short-term  layoff,  or absent for any
            reason (other than approved vacation, approved family medical leave,
            or  medically   certified  sick  leave)  immediately  prior  to  the
            Participant's Termination Date.

For purposes of this Section 2.2,  "Good Cause" for  termination  shall include,
but is not limited to, poor performance, dishonesty or other misconduct, such as
excessive  absenteeism  or  failure  to comply  with the  business  rules of the
Company.


                                       3
<PAGE>

                          III. SEVERANCE PLAN BENEFITS

3.1   WHAT BENEFITS DO PARTICIPANTS RECEIVE?

An Eligible  Employee of the  Company  who remains  employed  through his or her
Termination  Date, or such earlier date selected by Company in writing,  and who
executes,  prior to any payment,  the Release,  will receive a severance benefit
under this Plan in an amount  determined  pursuant  to the  formula set forth on
Exhibit A hereto.

This Plan is designed to provide different  benefits for separate  categories of
Employees,  which have been  established  by Company solely for purposes of this
Plan. Each Employee  covered by this Plan will receive an Exhibit A bearing that
Employee's name, which describes the benefits for that Employee's  category.  An
Exhibit  A is valid for  purposes  of this Plan only if it bears the name of the
Employee claiming benefits hereunder.  Employees who have not received,  or have
misplaced,  their  Exhibit  A may  obtain  a  replacement  Exhibit  A  from  the
Administrator.  The Company may amend  Exhibit A with  respect to an Employee at
any time prior to the earlier of the date it notifies  such  Employee that it is
terminating his or her employment or a Change in Control.

For purposes of this Section 3.1 and Exhibit A hereto:

      a.    A Year of Service  means a  completed  12-consecutive  month  period
            commencing  with  the  Employee's  date of  hire  or an  anniversary
            thereof.  Partial  years of service will be credited as one (1) Year
            of Service if an Employee  has worked at least 1,000 hours  during a
            year,  calculated from an anniversary of the date of hire. No credit
            for partial  years of service  will be given to  Employees  who work
            less than one year in total. In computing months or years of service
            for  purposes of this Plan,  only  continuous  service  accrued as a
            regular,  full-time Company Employee will count. Service earned as a
            temporary Employee, independent contractor, or consultant to Company
            shall not be counted for purposes of  determining  length of service
            under  this  Plan,  even  if  all  or  a  portion  of  such  service
            subsequently  is determined by the Internal  Revenue  Service or any
            other governmental agency to have constituted employment.

      b.    A Week's Base Salary is calculated by dividing the  Employee's  rate
            of Annual  Base  Salary as of the  Termination  Date by 52 weeks;  a
            Month's Base Salary is calculated by dividing the Employee's rate of
            Annual Base  Salary as of the  Termination  Date by 12.  Annual Base
            Salary,  for these purposes,  shall mean total compensation (and, in
            the case of  salespersons,  total  compensation  for the immediately
            prior month  multiplied by 12), but shall not include any bonus pay,
            commissions (other than sales  commissions),  incentives,  overtime,
            awards, employee benefits, shift differentials,  or other incidental
            compensation.

3.2   HOW WILL MY SEVERANCE BENEFITS UNDER THIS PLAN BE PAID?

Severance  Plan  Benefits will be paid as salary  continuation  on the Company's
regular paydays.


                                       4
<PAGE>

3.3   WHAT  BENEFITS  DO  EMPLOYEES  RECEIVE  IF THEY  CHOOSE  NOT TO  EXECUTE A
      RELEASE?

If an Employee chooses not to execute a Release,  the Employee shall NOT receive
any Severance Plan Benefits.

3.4   WHAT IS THE PURPOSE OF THE RELEASE?

An Employee who executes a Release  agrees not to assert a claim  concerning his
or her employment with the Company.

3.5   WILL I RECEIVE ANY ADDITIONAL "PLANT CLOSING" TYPE BENEFITS?

No. The Severance Plan Benefits  provided in this Plan are the maximum  benefits
that  Company  will pay.  To the extent  that any  federal,  state or local law,
including,  without limitation,  any so-called "plant closing" law, requires the
Company  to give  advance  notice or make a payment  of any kind to an  Eligible
Employee  because of that  Employee's  involuntary  termination due to a layoff,
reduction  in force,  plant or facility  closing,  sale of  business,  change in
control,  or any other similar event or reason, the benefits provided under this
Plan shall either be reduced or  eliminated.  The benefits  provided  under this
Plan are intended to satisfy and exceed any and all statutory  obligations  that
may  arise  out  of an  Eligible  Employee's  involuntary  termination  for  the
foregoing  reasons and the  Administrator  shall so construe and  implement  the
terms of the Plan.

3.6   WHAT EFFECT WILL SEVERANCE PLAN BENEFITS HAVE ON OTHER COMPANY BENEFITS?

Benefits  payable  under this Plan are  independent  of any benefits to which an
Employee might be entitled under any other employee  benefit plan  maintained by
Company.  You should  carefully review the terms of any such other benefit plans
to determine  whether your rights  thereunder  are affected by a termination  of
your employment with Company.


                                       5
<PAGE>

                             IV. GENERAL PROVISIONS

4.1   ADMINISTRATOR.

The Plan shall be administered by the  Compensation  Committee of Summit's Board
of Directors.  In such capacity,  the  Compensation  Committee shall oversee the
operation  of the Plan  shall  serve as the  Administrator.  Subject  to Section
4.2.b, the  Administrator  will have full power and right to administer the Plan
and in all of its  details.  For this  purpose,  the  Administrator's  power and
rights include, but will not be limited to the following:

      a.    to make and enforce such rules and regulations as it deems necessary
            or proper for the efficient  administration  of the Plan or required
            to comply with applicable law;

      b.    to interpret the Plan, its  interpretation  thereof in good faith to
            be  final  and   conclusive  on  any  Employee,   former   Employee,
            Participant, former Participant and Beneficiary;

      c.    to decide all questions  concerning the Plan and the  eligibility of
            any  person  to  participate  in the Plan  and to make  all  factual
            determinations;

      d.    to  compute  the  amount of  benefits  which  will be payable to any
            Participant,  former  Participant or Beneficiary in accordance  with
            the  provisions of the Plan,  and to determine the person or persons
            to whom such benefits will be paid;

      e.    to authorize the payment of benefits;

      f.    to  keep  such   records   and  submit  such   filings,   elections,
            applications, returns or other documents or forms as may be required
            under the Code and applicable  regulations,  or under state or local
            law and regulations;

      g.    to appoint such agents, counsel,  accountants and consultants as may
            be required to assist in administering the Plan; and

      h.    by written  instrument,  to  allocate  and  delegate  its  fiduciary
            responsibilities in accordance with Section 405 of ERISA.

4.2   RIGHT TO AMEND OR TERMINATE.

      a.    Subject to Section 4.2.b,  the Compensation  Committee  reserves the
            power and right to modify, amend, or terminate (in whole or in part)
            any or all of the provisions of the Plan at any time for any reason.
            Any Plan  amendment  shall be  adopted  by action  of the  Company's
            Compensation   Committee   and  executed  by  a  Corporate   Officer
            authorized to act on behalf of the Company.

      b.    Notwithstanding  anything herein to the contrary,  in the event of a
            Change in Control, this Plan shall no longer be subject to amendment
            or  termination  with  respect  to  Affected   Individuals  who  are
            Employees  of the  Company as of the date of the Change in  Control,
            but, as applied to such  Affected  Individuals  with  respect


                                       6
<PAGE>

            to all  rights  hereby  conferred  as a  result  of that  Change  in
            Control,  (i) the terms and  conditions  hereof shall become  fixed,
            (ii) the  benefits  promised  hereunder  shall  become  fully vested
            contract  rights,  (iii) the Annual Base Salary used to determine an
            Affected  Individual's benefits hereunder shall be such individual's
            highest  rate of Annual Base  Salary (in the case of a  salesperson,
            highest earning month multiplied by 12) during the period commencing
            on the first  day of the Plan  Year  prior to the Plan Year in which
            the Change in Control  occurs and ending on the date of the Affected
            Individual's  Termination  Date and (iv) the requirements of Section
            2.1.b shall be deemed satisfied.

      c.    For purposes of this Plan, a Change in Control  shall occur when the
            first  step is  taken  (E.G.,  commencement  of  negotiations)  in a
            process that results in any one of the following events:

            i.    The acquisition by any individual, entity or group (within the
                  meaning of Section  13(d)(3)  or  14(d)(2)  of the  Securities
                  Exchange Act of 1934,  as amended)  (the "Act") of  beneficial
                  ownership (within the meaning of Rule 13d-3 of the Act) of 20%
                  or more of the (A) then outstanding voting stock of Summit; or
                  (B)  the  combined  voting  power  of  the  then   outstanding
                  securities of Summit entitled to vote; or

            ii.   An ownership change in which the shareholders of Summit before
                  such ownership  change do not retain,  directly or indirectly,
                  at least a majority of the  beneficial  interest in the voting
                  stock of Summit after such transaction,  or in which Summit is
                  not the surviving company; or

            iii.  The direct or  indirect  sale or  exchange  by the  beneficial
                  owners   (directly  or   indirectly)   of  Summit  of  all  or
                  substantially all of the stock of Summit; or

            iv.   The  composition of the Board changes so that the Board is not
                  under  the  control  of  the  current  shareholders  or  their
                  representatives; or

            v.    A reorganization, merger or consolidation in which Summit is a
                  party;

            vi.   The sale, exchange, or transfer of all or substantially all of
                  the assets of Summit; or

            vii.  The bankruptcy, liquidation or dissolution of Summit; or

            viii. Any  transaction  involving  Summit whereby Summit acquires an
                  ownership  interest of any  percentage in, enters into a joint
                  venture, partnership, alliance or similar arrangement with, or
                  becomes owned in any  percentage  by, any other entity that is
                  engaged in a business  similar to the  business  engaged in by
                  the  Company  and  that  has   operations   in  North  America
                  immediately   before  such  transaction  or  within  one  year
                  thereafter.


                                       7
<PAGE>

      d.    For purposes of this Plan,  an Affected  Individual is an individual
            who satisfies at least one of the following criteria:

            (i)   The individual's  employment with the Company is terminated by
                  the Company for any reason  other than the  individual's  long
                  term  disability  within the period  commencing on the date of
                  the  Change in  Control  and  ending on last day of the second
                  Plan Year ending  after the closing  date for the  transaction
                  effecting  the  Change in  Control  (the  "Change  in  Control
                  Period"), or

            (ii)  The individual  terminates  employment with the Company during
                  the  Change  in  Control  Period  for Good  Reason.  For these
                  purposes, the term "Good Reason" shall mean:

                  A.    Without the  individual's  prior  written  consent,  any
                        material  diminution  in  the  individual's   authority,
                        duties or responsibilities; or

                  B.    Any  failure  by the  Company to pay the  individual  an
                        Annual Base Salary which is equal to or greater than the
                        annual rate in effect during the  immediately  preceding
                        Plan Year; or

                  C.    Without the  individual's  prior  written  consent,  the
                        relocation  of the principal  place of the  individual's
                        employment  to a  location  more than 30 miles  from the
                        Company.  Location  where  the  individual  was  working
                        immediately prior to the relocation; or

                  D.    A material  breach by the Company of any of the material
                        provisions  of  its   Employment   Agreement   with  the
                        individual (if any),  provided,  however,  that prior to
                        any such  termination  pursuant to this  subparagraph D,
                        the  Company's  Compensation  Committee  must  be  given
                        notice by the  individual  of such acts or omissions and
                        no less than 20 days to cure the same.

4.3   EFFECT OF AMENDMENT OR TERMINATION.

Any amendment,  discontinuance, or termination of the Plan shall be effective as
of such date as the Compensation Committee shall determine.

4.4   ARBITRATION OF DISPUTES.

All  controversies or claims that may arise between the Employee and the Company
in connection with this Agreement  shall be settled by arbitration.  The parties
(Summit,  on behalf of the Company) further agree that the arbitration  shall be
held in the State of New Jersey,  and  administered by the American  Arbitration
Association  under its Commercial  Arbitration  Rules,  applying New Jersey law,
except to the extent such law is preempted by ERISA.

      a.    QUALIFICATIONS OF ARBITRATOR.  The arbitration shall be submitted to
            a single arbitrator chosen in the manner provided under the rules of
            the American


                                       8
<PAGE>

            Arbitration  Association.  The arbitrator shall be disinterested and
            shall not have any  significant  business  relationship  with either
            party,  and shall not have served as an arbitrator  for any disputes
            involving  the Company or any of its  Affiliates  more than twice in
            the thirty-six  (36) month period  immediately  preceding his or her
            date  of  appointment.  The  arbitrator  shall  be a  person  who is
            experienced   and   knowledgeable   in   employment   and  executive
            compensation  law and shall be an attorney duly licensed to practice
            law in one or more states.

      b.    POWERS OF ARBITRATOR. The arbitrator shall not have the authority to
            grant any remedy which  contravenes or changes any term of this Plan
            and shall not have the  authority to award  punitive or exemplary or
            damages under any circumstances. The parties shall equally share the
            expense of the arbitrator  selected and of any stenographer  present
            at  the   arbitration.   The  remaining   costs  of  the  arbitrator
            proceedings  shall be allocated by the  arbitrator,  except that the
            arbitrator shall not have the power to award attorney's fees.

      c.    EFFECT OF  ARBITRATOR'S  DECISION.  The arbitrator  shall render its
            decision   within  thirty  (30)  days  after   termination   of  the
            arbitration proceeding,  which decision shall be in writing, stating
            the  reasons  therefor  and  including a brief  description  of each
            element of any damages awarded. The decision of the arbitrator shall
            be  final  and  binding.  Judgment  on  the  award  rendered  by the
            arbitrator may be entered in any court having jurisdiction thereof.

4.5 GOVERNING LAW.

Except as may be otherwise  provided in the contracts  incorporated by reference
into the Plan, the provisions of the Plan shall be construed,  administered  and
enforced according to ERISA and, to the extent not preempted, by the laws of the
State of New Jersey.

4.6   ADDRESSES, NOTICE, WAIVER OF NOTICE.

Each  Participant  must  file with the  Administrator,  in  writing,  his or her
current mailing address.  Any  communications,  statement or notice addressed to
such a person at his or her last mailing address as filed with the Administrator
will be binding upon such person for all purposes of the Plan.

4.7   SEVERABILITY.

If any  provision  of the Plan shall be held  illegal or invalid for any reason,
such illegality or invalidity  shall not affect the remaining  provisions of the
Plan,  and the Plan shall be  construed  and  enforced  as if such  illegal  and
invalid provisions had never been set forth in the Plan.

4.8   SECTION 409A COMPLIANCE.

Notwithstanding  anything  herein  to the  contrary,  to the  extent  a delay or
acceleration  of the  payments  called for under any  provision  of this Plan is
determined  to be necessary in the opinion of Company's  tax advisors to prevent
imposition of an additional tax to a Participant under Section  409A(a)(1)(B) of
the Internal  Revenue Code of 1986, as amended (the "Code"),  then the timing of
such payment  shall be  accelerated  to the extent  necessary to comply with the
"short-term deferral" rule or shall not be made, as applicable,  until the first
date on which such


                                       9
<PAGE>

payment  is  permitted  in  compliance   with  Section  409A  and  the  Treasury
Regulations or other interpretative guidance issued thereunder.


                                       10
<PAGE>

                               V. CLAIMS PROCEDURE

5.1   INITIAL CLAIM FOR BENEFITS.

      a.    MAKING A CLAIM.  You may claim a specific  benefit under the Plan or
            request a specific interpretation or ruling under the Plan regarding
            entitlement  to future  benefits by  submitting a written  claim for
            benefits to the Administrator.

      b.    DENIAL OF CLAIM.  If your claim is denied,  in whole or in part, the
            Administrator  shall provide you with written  notification  of such
            adverse  benefit  determination  within 90 days after the receipt of
            the claim.  Such 90-day period may be extended by the  Administrator
            for a  period  of up to 90  days,  but  only  if  the  Administrator
            determines that special circumstances require such an extension.  If
            the Administrator determines that such an extension is required, you
            will receive  written  notice of the reasons for such  extension and
            the date on which  the  Administrator  expects  to  render a benefit
            determination  on your claim. The  Administrator  will send you this
            notice prior to the expiration of the initial 90-day period.

      c.    CONTENT OF  INITIAL  NOTICE OF ADVERSE  BENEFIT  DETERMINATION.  Any
            written  notice of adverse  benefit  determination  will include the
            following:  (i) the reasons for denial,  with specific  reference to
            the Plan provisions on which the denial is based; (ii) a description
            of  any  additional   material  or   information   required  and  an
            explanation  of why it is  necessary;  (iii) an  explanation  of the
            Plan's claim review procedure; (iv) a statement that any appeal must
            be made by giving the Administrator, within 60 days of the notice of
            adverse benefit determination,  unless extended by the Administrator
            for good cause shown,  written  notice of such  appeal,  which shall
            include a full description of the pertinent issues and the basis for
            the claim; and (v) a statement of your right to bring a civil action
            under  Section  501(a)  of  ERISA   following  an  adverse   benefit
            determination on review.

      d.    EFFECT OF FAILURE OF ADMINISTRATOR TO RENDER TIMELY DECISION. If the
            decision of the  Administrator  is not  rendered  within the initial
            90-day or extended 90-day period, as applicable, you should consider
            your claim to have been denied.

5.2   APPEAL OF DENIED CLAIM. a. REQUEST FOR REVIEW.  If your claim is denied or
      you have not  received a response  within the initial or  extended  90-day
      determination  period, you may request a review by notice given in writing
      to the Administrator.  Such request must be made within 60 days after your
      receipt of the written notice of adverse benefit determination,  or in the
      event that you have not  received a response  with the  initial  90-day or
      extended  90-day  period,  within  60 days  after  the  expiration  of the
      applicable  90-day period,  unless extended by the  Administrator for good
      cause shown.


                                       11
<PAGE>

      b.    REVIEW OF  APPEAL.  The claim or  request  will be  reviewed  by the
            Administrator,  which may, but shall not be required  to,  convene a
            hearing.  On review, you may have  representation,  examine relevant
            documents  (free of  charge),  and  submit  issues and  comments  in
            writing.

5.3   FINAL DECISION.

      a.    TIME FRAME.  The  Administrator  normally  will make the decision on
            review  of an  appealed  claim  within  60 days  after  receiving  a
            claimant's  request for review.  If an extension of time is required
            for a  hearing  or  because  of  other  special  circumstances,  the
            Administrator   will  send  you  a  written   notice  of  extension,
            explaining  the reason for the  extension,  and the expected date of
            its decision before the expiration of the initial 60 day period.  In
            no event will the extension exceed an additional 60 days.

      b.    EXPLANATION  OF DECISION.  The final  decision of the  Administrator
            will be delivered  to you in written  form and, if adverse,  contain
            the  following   information:   (i)  the  reasons  for  the  adverse
            determination;   (ii)  specific  references  to  the  relevant  Plan
            provisions upon with the  determination is based;  (iii) a statement
            that you are  entitled to receive,  upon request and free of charge,
            reasonable  access to, and copies  of, all  documents,  records  and
            other  information  relevant to your claim for benefits;  and (iv) a
            statement  of your right to bring  action  under  Section  501(a) of
            ERISA.

      c.    EFFECT OF FAILURE OF ADMINISTRATOR TO RENDER TIMELY DECISION. If the
            decision of the  Administrator  is not  rendered  within the initial
            60-day or extended 60-day period,  you should consider your claim on
            review to have been  denied.  Subject to your right to bring  action
            under  Section  501(a) of ERISA,  all  decisions  on review shall be
            final and bind all parties concerned.


                                       12
<PAGE>

                          VI. STATEMENT OF ERISA RIGHTS

As a Participant in the Plan you are entitled to certain rights and  protections
under ERISA. ERISA provides that all Plan Participants shall be entitled to:

      RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

      a.    Examine,  without charge, at the  Administrator's  office,  all Plan
            documents,  including this document, and a copy of the latest annual
            report (Form 5500 Series) filed by the Plan with the U.S. Department
            of Labor and available at the Public Disclosure Room of the Employee
            Benefits Security Administration.

      b.    Obtain  copies of these  documents and other Plan  information  upon
            written request to the  Administrator.  The Administrator may make a
            reasonable charge for the copies.

      PRUDENT ACTIONS BY PLAN FIDUCIARIES

In addition to creating rights for Plan Participants,  ERISA imposes duties upon
the people who are  responsible  for the  operation of the Plan.  The people who
operate the Plan,  called  "fiduciaries,"  have a duty to do so prudently and in
the interest of you and other Plan Participants and Beneficiaries.

Neither the Company nor any other person may fire you or otherwise  discriminate
against you in any way to prevent you from obtaining  benefits under the Plan or
exercising your rights under ERISA.

      ENFORCE YOUR RIGHTS

If a claim for  benefits  under the Plan is  denied or  ignored,  in whole or in
part,  you have a right to know why this was done, to obtain copies of documents
relating to the decision  without charge,  and to appeal any denial,  all within
certain time schedules.

Under  ERISA,  there are steps you can take to  enforce  the above  rights.  For
instance,  if you request a copy of Plan  documents or the latest  annual report
from the Plan and do not  receive  them  within 30 days,  you may file suit in a
Federal  Court.  In such a case,  the Court may  require  the  Administrator  to
provide  the  materials  and pay you up to $110 a day  until you  receive  them,
unless they were not sent because of reasons beyond the Administrator's control.
If you have a claim for benefits which is denied or not  processed,  in whole or
in part, you may file suit in a State or Federal Court. If it should happen that
the  Plan's   fiduciaries   misuse  the  Plan's  money  (if  any),  or  you  are
discriminated  against for asserting your rights,  you may seek  assistance from
the U.S. Department of Labor, or you may file suit in a Federal Court. The Court
will  decide  who  should  pay  the  court  costs  and  legal  fees.  If you are
successful,  the Court may order the person you have sued to pay these costs and
fees.  If you lose,  the Court may order you to pay these costs and fees if, for
example, it finds your claim to be frivolous.


                                       13
<PAGE>

      ASSISTANCE WITH YOUR QUESTIONS

If  you  have  any  questions   about  your  Plan.   Your  should   contact  the
Administrator.  If you have any  questions  about this  Statement  or about your
rights under ERISA,  or if you need  assistance in obtaining  documents from the
Administrator,  you should contact the nearest  office of the Employee  Benefits
Security  Administration,  U.S.  Department of Labor,  listed in your  telephone
directory or the Division of Technical Assistance  Inquiries,  Employee Benefits
Security  Administration,  U.S.  Department of Labor, 200  Constitution  Avenue,
N.W.,  Washington,  D.C. 20210. You may also obtain certain  publications  about
your rights and responsibilities under ERISA by calling the publications hotline
of the Employee Benefits Security Administration.

      ADDITIONAL INFORMATION.

If there are any provisions of this Plan and/or Summary Plan  Description  which
are  not  entirely  clear  to  you,  please  ask for a  clarification  from  the
Administrator.  If you submit a written  request for  information  or for a more
detailed  explanation  of any  provision  of the Plan,  the  Administrator  will
respond to you in writing. Only the Administrator is authorized to interpret the
Plan and you  should  not rely upon  interpretations  of the Plan from any other
source.


                                       14
<PAGE>

                                VII. DEFINITIONS

The following  words and phrases are used quite  frequently in this Summary Plan
Description and have special meanings of which you should take note.

7.1   The  ADMINISTRATOR  is the person or persons  designated  by the Company's
      Compensation  Committee  to  administer  and oversee the  operation of the
      Plan.

7.2   An  AFFILIATE  is any  Person  (i) which,  with  respect  to the  Company,
      directly or indirectly beneficially owns (within the meaning of Rule 13d-3
      promulgated under the Act) securities or other equity interests possessing
      more than 50% of the  aggregate  voting power in the election of directors
      (or similar governing body)  represented by all outstanding  securities of
      the Company or (ii) with  respect to which the Company  beneficially  owns
      (within the meaning of Rule 13d-3  promulgated under the Act securities or
      other equity  interests  possessing more than 50% of the aggregate  voting
      power in the election of directors (or similar governing body) represented
      by, or more than 5% of the aggregate value of, all outstanding  securities
      or other equity interests of such Person.

7.3   A BENEFICIARY  is a person or persons  entitled to receive  benefits under
      the Plan upon the death of a Participant.

7.4   The BOARD OF DIRECTORS means the Board of Directors of Summit.

7.5   The COMPANY is Summit Global Logistics, Inc. and its subsidiaries.

7.6   The COMPANY  LOCATION  means a Company  office  consisting  of one or more
      buildings within 30 miles of each other.

7.7   CORPORATE OFFICER means any person who has been duly appointed a corporate
      officer of the Company.

7.8   The EFFECTIVE DATE for purposes of this Plan is December 1, 2006.

7.9   An  ELIGIBLE  EMPLOYEE  is an  Employee  of  the  Company  who  meets  the
      eligibility requirements set forth in Article II.

7.10  An EMPLOYEE is an individual  who (i) contracts  directly with the Company
      (rather  than through a third party,  such as an  employee-leasing  firm),
      (ii) performs services for the Company and (iii) is treated as an employee
      of the Company for federal employment-tax purposes.

7.11  An EMPLOYMENT AGREEMENT is a written agreement by and between the Employee
      and the Company  setting forth the terms and  conditions of the Employee's
      employment with the Company.

7.12  ERISA  means the  Employee  Retirement  Income  Security  Act of 1974,  as
      amended, and includes regulations  promulgated thereunder by the Secretary
      of Labor.


                                       15
<PAGE>

7.13  The COMPENSATION  COMMITTEE means a Committee  established by the Board of
      Directors  that is  authorized  to,  among  other  things,  establish  and
      maintain the Plan.

7.14  A FIDUCIARY means any person who exercises any discretionary  authority or
      responsibility  in the  management  or  administration  of the Plan or the
      disposition of Plan assets; or who renders  investment advice for a fee or
      other compensation with respect to any property of the Plan.

7.15  The NAMED FIDUCIARY for the Plan is Summit.

7.16  PARTICIPANTS are Eligible Employees, as defined in Section 7.9.

7.17  PERQUISITEs  means  the  following  employee  benefits  to the  extent  an
      Employee is a  participant  in a Company  plan or program  providing  such
      benefits:  (i) life  insurance,  (ii) accidental  death and  dismemberment
      insurance,  (iii)  long term  disability  insurance  and (iv)  travel  and
      accident insurance.

7.18  PERSON means a person within the meaning of Section 3(a)(9) of the Act.

7.19  The PLAN is the Summit  Global  Logistics,  Inc.,  Severance  Benefit Plan
      described in this booklet.

7.20  The PLAN YEAR is the 12-month  period  commencing on December 1 and ending
      on the immediately following November 30.

7.21  SEPARATION  DATE OR  TERMINATION  DATE means a  Participant's  last day of
      active service with the Company as designated by the Company.

7.22  SEVERANCE  PLAN  BENEFIT  means  amounts  payable  under  the  Plan  to  a
      Participant on account of  termination of his or her employment  under the
      conditions described in Article III.


                                       16
<PAGE>

                         VIII. PLAN IDENTIFICATION DATA

Under this  heading,  the names and  addresses of certain  individuals  who have
various  responsibilities  with  respect to this Plan are shown.  Also,  certain
identification  information  with  respect to the Plan itself is set out in case
that information would be of use to you.

o     EMPLOYER: Summit Global Logistics, Inc.

o     IDENTIFICATION NUMBER: The Employer's IRS identification number is
                             __________.

o     PLAN IDENTIFICATION NUMBER: ______

o     NAMED FIDUCIARY AND ADMINISTRATOR: Summit is Summit Global Logistics, Inc.
                                         547 Boulevard, Kennilworth, NJ 07033.

o     BASIS ON WHICH PLAN RECORDS ARE KEPT: Plan Year

o     TYPE OF PLAN: Unfunded welfare benefit plan providing severance benefits.

o     AGENT FOR SERVICE OF LEGAL PROCESS Summit is Summit Global Logistics, Inc.
                                         547 Boulevard, Kennilworth, NJ 07033.

APPROVALS
SEVERANCE BENEFIT PLAN

Approved by the Compensation Committee
of the Board of Directors on:                     November 8, 2006
                                              -------------------------
Approved by the Stockholders on:                  November 8, 2006
                                              -------------------------


                                       17
<PAGE>

                                   APPENDIX A
                             (HIGH LEVEL EXECUTIVES)

Twenty-four (24) Months' Base Salary. Payments shall be made on a monthly basis.

In  addition,  the  Company  shall  pay  the  individual's  premiums  for  COBRA
continuation  coverage  (individual,  individual plus one or family coverage, as
applicable)  for a period of  eighteen  (18)  months  following  termination  of
employment.  At the expiration of this eighteen  (18)-month  period, the Company
will  pay the  individual,  in a single  lump  sum,  the  cash  value of six (6)
additional  months of premium  payments for the type of coverage  elected  under
COBRA under a substantially similar health plan. The amount to be paid under the
immediately preceding sentence shall not exceed $25,000.

If the  individual's  employment is  terminated  in connection  with a Change in
Control,  as such term is defined in Plan Section 4.2.b,  the  twenty-four  (24)
Months' Base Salary  described above shall be paid to the individual in a single
lump sum,  the COBRA and health care  benefits  shall be  provided as  described
above,  and the Company  also will  provide  the  individual  with  outplacement
benefits  of an amount  commensurate  with the  individual's  position  with the
Company, the value of such benefits not to exceed $10,500. The Company will also
continue to maintain the identical level of Perquisites and benefits  enjoyed by
the  individual  prior to the  Change in  Control  for a period of two (2) years
following his or her last day of employment.  For these purposes,  a termination
of the individual's  employment shall conclusively be deemed to be in connection
with a Change in  Control if such  termination  occurs  during  the time  period
commencing  on the date of the  Change  in  Control  and  ending  on the  second
anniversary  of the closing  date for the  transaction  effecting  the Change in
Control

This  Exhibit  A  confirms  that,  solely  for  purposes  of the  Summit  Global
Logistics, Inc.
Severance Benefit Plan, Robert O'Neill is within category described above.


                                       18