Exhibit 10.26

                          SUMMIT GLOBAL LOGISTICS, INC.

                   2007 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                       ARTICLE I - PURPOSE; EFFECTIVE DATE

         1.1 PURPOSE. The purpose of this SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(hereinafter,  the "Plan") is to permit a select group of  management  or highly
compensated  employees  of  Summit  Global  Logistics,  Inc.  (and its  selected
subsidiaries  and/or  affiliates) to defer the receipt of income which otherwise
would become payable to them. It is intended that this Plan, by providing  these
eligible  employees an opportunity  to defer the receipt of income,  will assist
the Company (as hereinafter defined) in retaining and attracting  individuals of
exceptional ability by providing them with an additional opportunity to save for
retirement beyond Code (as hereinafter defined) limitations imposed on qualified
retirement  plans.  This Plan is intended to be  "unfunded"  for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").

         1.2 EFFECTIVE DATE. This Plan shall be effective as of January 1, 2007.
It is the intent that all of the amounts  deferred and benefits  provided  under
this  Plan  will  comply  with  the  terms  of  Section  409A  of the  Code  and
interpretive guidance issued thereunder.

         1.3 UNFUNDED  PLAN.  This plan is an unfunded  top-hat plan  maintained
primarily  to provide  deferred  compensation  benefits  for a "select  group of
management or highly-compensated  employees" within the meaning of Sections 201,
301, and 401 of ERISA, and therefore is exempt from the provisions of Parts 2, 3
and 4 of Title I of ERISA.

                            ARTICLE II - DEFINITIONS

         For the  purpose  of this  Plan,  the  following  terms  shall have the
meanings indicated, unless the context clearly indicates otherwise:

         2.1  ACCOUNT(S).  "Account(s)"  means the notional  account or accounts
maintained  on the books of the  Company  used  solely to  calculate  the amount
payable to each Participant  under this Plan and shall not constitute a separate
fund of assets.  Account(s)  shall be deemed to exist from the time  amounts are
first  credited  to such  Account(s)  until  such time that the  entire  Account
balance  has been  distributed  in  accordance  with  this  Plan.  The  Accounts
available for each Participant shall be identified as:

                  (a) DEFERRAL ACCOUNT;

                  (b) IN-SERVICE ACCOUNT; AND,

                  (c) RETENTION ACCOUNT.

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         2.2 BENEFICIARY.  "Beneficiary" means the person,  persons or entity as
designated  by the  Participant,  entitled  under Article VI to receive any Plan
benefits payable after the Participant's death.

         2.3 BOARD. "Board" means the Board of Directors of the Company.

         2.4 CHANGE OF CONTROL. "Change of Control" means:

                  (a) a change in the  ownership  or  effective  control  of the
Company,  or in the  ownership  of a  substantial  portion  of the assets of the
Company,  as defined and determined under Section  409A(a)(2)(A)(v)  of the Code
(or its successor  provisions),  Treasury  Notice  2005-1 and Proposed  Treasury
Regulation  1.409A-1 and any further  interpretive  guidance issued  thereunder.
Without in any way limiting  the scope of the  preceding  sentence,  a Change of
Control  shall be deemed to occur on the date  upon  which one of the  following
events occurs:

                           i.  any one person (as such term is used in  Sections
13(d) and  14(d)(2) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act"), or more than one person acting as a group (as determined under
applicable  Treasury  regulations),  acquires  ownership of stock of the Company
that,  together with stock held by such person or group,  constitutes  more than
50% of either the total fair market  value or total voting power of the stock of
the Company (except that the acquisition of additional control of the Company by
the same person or persons  during such  12-month  period is not  considered  to
cause a change in control of the Company); or

                           ii.  any  one  person  (as  such  term is used in the
Exchange  Act), or more than one person acting as a group (as  determined  under
applicable Treasury regulations),  acquires (or has acquired during the 12-month
period  ending  on the date of the most  recent  acquisition  by such  person or
persons)  ownership of stock of the Company  possessing 35% or more of the total
voting power of the Company (except that the  acquisition of additional  control
of the Company by the same person or persons during such 12-month  period is not
considered to cause a change in control of the Company); or

                           iii. a majority  of members of the Board is  replaced
during any 12-month  period by directors  whose  appointment  or election is not
endorsed  by a majority  of the  members  of the Board  prior to the date of the
appointment or election; or

                           iv.  any  one  person  (as  such  term is used in the
Exchange  Act), or more than one person acting as a group (as  determined  under
applicable Treasury regulations),  acquires (or has acquired during the 12-month
period  ending  on the date of the most  recent  acquisition  by such  person or
persons) assets from the Company that have a total gross fair market value equal
to or more than 40% of the total gross fair market value of all of the assets of
the Company immediately prior to such acquisition or acquisitions.

         2.5 CODE.  "Code" means the Internal  Revenue Code of 1986, as amended,
and any successor thereto.

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         2.6  COMMITTEE.   "Compensation   Committee"   means  the  Compensation
Committee appointed by the Board to administer the Plan pursuant to Article VII.

         2.7 COMPANY.  "Company"  means  Summit  Global  Logistics,  Inc., a New
Jersey corporation or any successor to the business thereof; provided,  however,
that for  purposes of  eligibility  to  participate  in the Plan and  employment
status,  Company shall include any directly or indirectly  affiliated subsidiary
corporations, any other affiliate designated by the Board.

         2.8  COMPENSATION.  "Compensation"  means the base  salary  payable  to
Participant  and bonus or incentive  compensation  earned by a Participant  with
respect to employment  services performed for the Company by the Participant and
considered  to be "wages" for purposes of federal  income tax  withholding.  For
purposes of this Plan only,  Compensation  shall be calculated  before reduction
for any  amounts  deferred by the  Participant  pursuant  to the  Company's  tax
qualified  plans which may be maintained  under Section 401(k) or Section 125 of
the Code but shall exclude "wages" associated with the exercise of stock options
by the Participant or income arising from other equity  instruments (e.g., stock
units,  restricted  stock units or restricted  stock)  awarded to a Participant.
Inclusion of any other forms of compensation,  including commissions payable, is
subject to Committee approval.

         2.9 DEFERRAL ELECTION. "Deferral Election" means an irrevocable written
commitment  made by a Participant to defer a portion of his/her  Compensation as
set  forth  in  Article  III,  and as  permitted  by the  Committee  in its sole
discretion.  The Deferral  Election shall apply to each payment of salary and/or
bonus  payable to a  Participant,  and shall  specify the Account or Accounts to
which the Compensation  deferred shall be credited.  Such  designation  shall be
made in the form of a whole  percentage or an exact stated dollar  amount.  Such
Deferral  Election  shall  be  made on an  Election  Form  and at a time  deemed
acceptable to the  Committee.  A Deferral  Election with respect to any bonus or
incentive  compensation which is based on services performed over a period of at
least twelve (12) months shall be made no later than six (6) months prior to the
end of such performance period.

         2.10 DEFERRAL  PERIOD.  "Deferral  Period"  means each  calendar  year,
except that if a  Participant  first becomes  eligible  after the beginning of a
calendar year,  the initial  Deferral  Period shall be the date the  Participant
first  becomes  eligible  to  participate  in this Plan  through  and  including
December  31st of that  calendar  year.  For  purposes of  deferrals  related to
Participant's  annual bonus or other  incentive  based  compensation,  "Deferral
Period" shall mean the Company's Fiscal Year.

         2.11 DETERMINATION DATE. "Determination Date" means each business day.

         2.12 DISABILITY.  "Disability"  means the Participant is: (i) unable to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or can be  expected  to last for a  continuous  period of not less than 12
months,  or (ii) by  reason of any  medically  determinable  physical  or mental
impairment  which can be  expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
or other  disability  benefits  for a period of not less than 3 months  under an
accident and health plan covering employees of the participant's employer.

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         2.13 DISTRIBUTION ELECTION.  "Distribution  Election" means the form of
payment for benefits  payable from each Account  under this Plan,  as elected by
the Participant on an Enrollment Form prescribed by the Committee.

         2.14 FINANCIAL HARDSHIP.  "Financial Hardship" means a severe financial
hardship  to the  Participant  resulting  from an  illness  or  accident  of the
Participant,  the  Participant's  spouse,  or a dependent (as defined in Section
152(a) of the Code) of the Participant,  loss of the Participant's  property due
to casualty,  or other similar  extraordinary  and  unforeseeable  circumstances
arising as a result of events beyond the control of the  participant,  provided,
that such  financial  hardship  may not be  relieved  through  reimbursement  or
compensation  from insurance or otherwise,  by liquidation of the  Participant's
assets,  to the extent the  liquidation  of such assets  would not cause  severe
financial   hardship,   or  by  cessation  of  deferrals  under  the  Plan.  The
determination  of whether a Financial  Hardship  exists  shall be subject to and
determined in accordance with relevant tax guidance issued under Section 409A of
the Code.

         2.15  INTEREST.  "Interest"  means the  amount  credited  to or charged
against a Participant's  Account(s) on each  Determination  Date, which shall be
based on the Valuation  Funds chosen by the  Participant  as provided in Section
2.21, below and in a manner  consistent with Section 4.3, below. Such credits or
charges to a Participant's Account may be either positive or negative to reflect
the  increase  or  decrease  in  value of the  Account  in  accordance  with the
provisions of this Plan.

         2.16 PARTICIPANT.  "Participant"  means any individual who is eligible,
pursuant to Section 3.1, below, to participate in this Plan, and who either, has
elected to defer  Compensation  under this Plan in accordance  with Article III,
below,  or who is determined  by the  Committee in its sole  discretion as being
eligible  to  receive  a  Retention  Contribution  under  this  Plan.  Such  its
individual  shall remain a Participant  in this Plan for the period of deferral,
or credit, and until such time as all benefits payable under this Plan have been
paid in accordance with the provisions hereof.

         2.17 PLAN. "Plan" means this Supplemental  Executive Retirement Plan as
amended from time to time.

         2.18 QUALIFIED PLAN. "Qualified Plan" means the defined contribution or
401(k) plan in which the Participant participates.

         2.19 RETENTION CONTRIBUTION.  "Retention Contribution" means the annual
discretionary  contribution,  if any,  made by the Company to the  Participant's
Retention Account under Section 4.5, below.

         2.20 RETIREMENT.  "Retirement" means the termination of a Participant's
employment with the Company,  for reasons other than death or Disability,  on or
after the earlier of: (a)  attainment  of age 55 with at least ten (10) years of
continuous service with the Company; or (b) attainment of age sixty-five (65).

         2.21 SPECIFIED EMPLOYEES. "Specified Employees" means key employees, as
defined in Section  416(i) of the Code without  regard to paragraph (5) thereof,
of the Company.

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         2.22  VALUATION  FUNDS.  "Valuation  Funds"  means  one or  more of the
hypothetical  investment funds or indices managed by an investment  manager that
are  selected  by the  Committee.  These  Valuation  Funds  are used  solely  to
calculate  the Interest  that is credited to each  Participant's  Account(s)  in
accordance  with  Article  IV,  below,  and not  represent,  nor should  they be
interpreted  to convey any  beneficial  interest or ownership on the part of the
Participant  in any asset or other  property of the  Company.  Participants  may
allocate their Account(s)  between  Valuation  Funds.  Exhibit A attached hereto
sets forth the available  Valuation Funds which may be amended from time to time
in the sole and absolute discretion of the Committee.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

         3.1 ELIGIBILITY AND PARTICIPATION.

                  (a) ELIGIBILITY.  Eligibility to participate in the Plan shall
be limited to those senior  management  employees of the Company who have annual
compensation equal to or in excess of $220,000 or who are designated as eligible
to participate by the Committee from time to time.

                  (b) PARTICIPATION.  An individual's  participation in the Plan
shall be effective upon  notification  to the individual by the Committee or its
designee  of  his/her   eligibility  to  participate,   and  the  earlier  of  a
contribution  under  this Plan being  made on behalf of the  Participant  by the
Company or the completion and submission of an Enrollment Form, Allocation Form,
and a  Distribution  Election to the  Committee  no later than fifteen (15) days
prior to the beginning of the Deferral Period.

                  (c) FIRST-YEAR PARTICIPATION. When an individual first becomes
eligible to  participate  in this Plan, a Deferral  Election may be submitted to
the  Committee  within  thirty  (30)  days  after  the  Committee  notifies  the
individual  of  eligibility  to  participate.  Such  Deferral  Election  will be
effective  only  with  regard  to  Compensation  earned  and  payable  following
submission of the Deferral Election to the Committee.

         3.2 FORM OF DEFERRAL  ELECTION.  A Participant may irrevocably elect to
make a Deferral  Election no later than fifteen (15) days prior to the beginning
of the  Deferral  Period by  submitting  the  Enrollment  Form  permitted by the
Committee. The Deferral Election shall specify the following:

                  (a) DEFERRAL AMOUNTS;  ACCOUNTS.  A Deferral Election shall be
made with  respect to each payment of  Compensation  payable by the Company to a
Participant  during the Deferral Period, and shall designate the portion of each
deferral  that shall be  allocated  among  either  the  Deferral  or  In-Service
Accounts.  In addition,  no amounts shall be deferred into an In-Service Account
once payments have commenced under the terms of this Plan and until such time as
the entire Account  Balance has been  completely  distributed.  The  Participant
shall set forth the amount of his salary to be  deferred  as a whole  percentage
amount of Compensation,  and with respect to the deferral of bonus Compensation,
a stated  dollar  amount  or a whole  percentage  amount  above a stated  dollar
amount.

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                  (b)  ALLOCATION  TO VALUATION  FUNDS.  The  Participant  shall
specify in a  separate  form  (known as the  "Allocation  Form")  filed with the
Committee,  the  Participant's  initial  allocation of the amounts deferred into
each Account among the various available Valuation Funds.

                  (c) MAXIMUM DEFERRAL.  The maximum amount of Compensation that
may be deferred shall be no more than seventy-five  percent (75%) of base salary
and one hundred percent (100%) of annual bonus or incentive compensation.

         3.3 PERIOD OF COMMITMENT.  Any Deferral  Election made by a Participant
with  respect to  Compensation  shall  remain in effect for the next  succeeding
Deferral  Period,  and shall  remain in effect for all future  Deferral  Periods
unless  revoked or amended in writing by the  Participant  and  delivered to the
Committee no later than fifteen (15) days prior to the beginning of a subsequent
Deferral Period, except that if a Participant suffers a Disability or terminates
employment  with Company prior to the end of the Deferral  Period,  the Deferral
Period shall end as of the date of Disability or termination.

         3.4 MODIFICATION OF DEFERRAL  ELECTION.  Except as provided in Sections
3.3,  above,  and 5.5 below,  a Deferral  Election  shall be  irrevocable by the
Participant during a Deferral Period.

         3.5 CHANGE IN STATUS. If the Committee  determines that a Participant's
employment  performance  is no longer at a level that  warrants  reward  through
participation in this Plan, but does not terminate the Participant's  employment
with Company,  the  Participant's  existing Deferral Election shall terminate at
the end of the Deferral Period, and no new Deferral Election may be made by such
Participant after notice of such determination is given by the Committee, unless
the  Participant  later  satisfies  the  requirements  of  Section  3.1.  If the
Committee,  in its sole  discretion,  determines  that the Participant no longer
qualifies  as a member of a select  group of  management  or highly  compensated
employees, as determined in accordance with the ERISA, and interpretive guidance
issued  thereunder  the  Committee  may, in its sole  discretion  terminate  any
Deferral  Election for that year, and prohibit the  Participant  from making any
future Deferral Elections.

         3.6 DEFAULTS IN EVENT OF INCOMPLETE OR INACCURATE  DEFERRAL  ELECTIONS.
In the event that a  Participant  submits a Deferral  Election to the  Committee
that  contains  information  necessary to the  efficient  operation of this Plan
which, in the sole discretion of the Committee, is incomplete or inaccurate, the
Committee  shall be  authorized to treat the  incomplete or inaccurate  Deferral
Election as if the  following  elections had been made by the  Participant,  and
such information shall be communicated to the Participant:

                  (a) If no Account is listed - treat as if the Deferral Account
was elected;

                  (b) If Accounts  listed equal less than 100% - treat as if the
balance was deferred into Deferral Account;

                  (c) If Accounts  listed equal more than 100%  -proportionately
reduce each Account to equal 100%;

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                  (d) If In-Service  Account is listed,  but no deferrals can be
made into that  Account due to the fact that  benefits  are being paid from that
In-Service Account, then the amounts elected to be deferred shall be credited to
the Deferral Account during such period of payment, after which time the balance
of the  amounts  elected  to be  deferred  shall  be  credited  to a  subsequent
In-Service  Account with a  distribution  date as elected or as provided in sub-
section (i), below;

                  (e) If no  Valuation  Fund is selected - treat as if the Money
Market Fund was elected;

                  (f) If Valuation Fund(s) selected equal less than 100% - treat
as if the Money Market Fund was elected for remaining balance;

                  (g) If  Valuation  Fund(s)  selected  equal  more  than 100% -
proportionately reduce each Valuation Fund to equal 100%;

                  (h) If no  Distribution  Election is chosen  -treat as if lump
sum was  elected  for  In-Service  Account  and  treat as if three  (3) year was
elected for Deferral Account; and,

                  (i) If no time of  payment is chosen  for  In-Service  Account
-treat as if the  earliest  possible  date  available  under the  provisions  of
Section 5.3, below was elected.

                   ARTICLE IV - DEFERRED COMPENSATION ACCOUNT

         4.1 ACCOUNTS.  The  Compensation  deferred by a  Participant  under the
Plan, and Interest shall be credited to the Participant's Account(s) as selected
by the Participant;  any Retention  Contributions  and Interest thereon shall be
credited  to the  Participant's  Retention  Account.  Separate  accounts  may be
maintained on the books of the Company to reflect the different  Accounts chosen
by the  Participant,  and the  Participant  shall  designate the portion of each
deferral  that will be credited to each Account as set forth in Section  3.2(a),
above.  These  Accounts  shall be used solely to calculate the amount payable to
each  Participant  under this Plan and shall not  constitute a separate  fund of
assets.

         4.2  TIMING  OF  CREDITS;   WITHHOLDING.   A   Participant's   deferred
Compensation  shall be credited to each Account designated by the Participant as
soon as  administratively  practical  after the date the  Compensation  deferred
would  have   otherwise   been  payable  to  the   Participant.   Any  Retention
Contributions shall be credited to the Retention Account as set forth in Section
4.5,  below.  Any withholding of taxes or other amounts with respect to deferred
Compensation  or other  amounts  credited  under this Plan that is  required  by
local,   state  or  federal  law  shall  be  withheld  from  the   Participant's
corresponding  non-deferred  portion of the  Compensation  to the maximum extent
possible,  and any  remaining  amount  shall  reduce the amount  credited to the
Participant's Account in a manner specified by the Committee.

         4.3 VALUATION FUNDS. A Participant shall designate,  at a time and in a
manner acceptable to the Committee, one or more Valuation Funds for each Account
for the sole  purpose of  determining  the amount of  Interest to be credited or
debited to such  Account.  Such  election  shall  designate  the portion

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of each deferral of Compensation  made into each Account that shall be allocated
among the available  Valuation  Fund(s),  and such election  shall apply to each
succeeding  deferral of Compensation  until such time as the  Participant  shall
file  a  new  election  with  the  Committee.  Upon  notice  to  the  Committee,
Participants shall also be permitted to reallocate the balance in each Valuation
Fund among the other  available  Valuation Funds as determined by the Committee.
The manner in which such  elections  shall be made and the frequency  with which
such  elections  may be changed  and the manner in which  such  elections  shall
become  effective  shall be determined in accordance  with the  procedures to be
adopted by the Committee or its delegates from time to time. As of the Effective
Date,  such  elections  may be made on a daily  basis  electronically,  and such
elections  shall  become  effective  on the  date  made  or the  next  available
Determination Date.

         4.4  RETENTION   CONTRIBUTIONS.   Company  may  make  a   discretionary
contribution  to each  eligible  Participant's  Retention  Account as soon as is
practical  after the close of the Company's  fiscal year,  but in no event later
than sixty (60) days  following the close of such fiscal year. The amount of the
credit shall be  determined by the  Committee in its sole  discretion,  and each
year,  the  Committee  shall have the  discretion  to increase  or decrease  the
Retention  Contribution  from prior  years,  or to  eliminate  the  contribution
totally for any given year.

         4.5 DETERMINATION OF ACCOUNTS.  Each  Participant's  Account as of each
Determination  Date  shall  consist  of the  balance  of the  Account  as of the
immediately preceding Determination Date, adjusted as follows:

                  (a) NEW  DEFERRALS.  Each  Account  shall be  increased by any
deferred  Compensation  credited  since  such  prior  Determination  Date in the
proportion  chosen by the  Participant,  except that no amount of new  deferrals
shall be  credited to an Account at the same time that a  distribution  is to be
made from that Account.

                  (b) COMPANY CONTRIBUTIONS.  Each Account shall be increased by
any Retention Contributions credited since such prior Determination as set forth
above in sections 4.4 or as otherwise directed by the Committee.

                  (c) DISTRIBUTIONS. Each Account shall be reduced by the amount
of each benefit  payment made from that  Account  since the prior  Determination
Date.  Distributions  shall be deemed to have been made proportionally from each
of the Valuation  Funds  maintained  within such Account based on the proportion
that such  Valuation  Fund bears to the sum of all  Valuation  Funds  maintained
within  such  Account  for  that  Participant  as  of  the  Determination   Date
immediately preceding the date of payment.

                  (d) INTEREST.  Each Account shall be increased or decreased by
the Interest  credited to such Account since such  Determination  Date as though
the balance of that Account as of the  beginning  of the current  month had been
invested in the applicable Valuation Funds chosen by the Participant.

         4.6  VESTING  OF  ACCOUNTS.  Each  Participant  shall be  vested in the
amounts credited to such Participant's Account and Interest thereon as follows:

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                  (a)  AMOUNTS  DEFERRED.  A  Participant  shall be one  hundred
percent (100%) vested at all times in the amount of  Compensation  elected to be
deferred under this Plan to the Deferral Account and In-Service Account, if any,
including any Interest thereon.

                  (b)   RETENTION   CONTRIBUTIONS.   Each   separate   Retention
Contribution,  if any,  to a  Participant's  Retention  Account,  including  any
Interest  thereon,  shall be 33.33%  vested on the last day of the  fiscal  year
immediately  following  the fiscal year to which the Retention  Contribution  is
attributable,  provided, that the Participant remains employed by the Company on
such date, and vested in an additional 33.33% of such Retention  Contribution on
the last day of the second and third fiscal years,  respectively,  following the
fiscal year to which the Retention Contribution is attributable,  provided, that
the  Participant  remains  employed  by the  Company on each such  date.  If the
Participant  fails to remain employed with the Company through the vesting dates
and the  Retention  Contribution  is not  otherwise  vested as  providing in the
following sentence,  then the unvested portion of the Retention Contribution and
any  Interest   thereon   shall  be  forfeited  and  returned  to  the  Company.
Notwithstanding the previous sentence or anything else herein to the contrary, a
Participant's  Retention  Account shall (i) be one hundred percent (100%) vested
upon the death or Disability of the  Participant  or a Change of Control or (ii)
be one hundred  percent (100%) vested as otherwise  provided by the Committee in
its sole discretion.

                  (c)  STATEMENT OF  ACCOUNTS.  The  Committee  shall direct the
Plan's  third-party  administrator  to provide to each  Participant  a statement
showing the balances in the Participant's Account on a quarterly basis.

                            ARTICLE V - PLAN BENEFITS

         5.1 DEFERRAL  ACCOUNT.  The vested portion of a Participant's  Deferral
Account  shall  be  distributed  to the  Participant  upon  the  termination  of
employment with the Company.

                  (a)  TIMING OF  PAYMENT.  Subject  to  Section  5.7,  benefits
payable from the Deferral  Account  shall  commence on or about the January 15th
immediately  following the date of the Participant's  termination of employment,
or if later  forty-five  (45) days  following the  Participant's  termination of
employment,  and subsequent  payments,  if the form of payment selected provides
for subsequent payments, shall be made on or about each succeeding January 15th.

                  (b) FORM OF  PAYMENT.  The form of  benefit  payment  from the
Deferral  Account  shall be that form selected by the  Participant  in the first
Deferral  Election which  designated a portion of the  Compensation  deferred be
allocated to the  Deferral  Account,  and as  permitted  pursuant to Section 5.8
below, except that if the Participant terminates employment prior to Retirement,
in which  event,  the Deferral  Account  shall be paid in the form of a lump sum
payment.

         5.2  RETENTION  ACCOUNT.   The  vested  portion  of  the  Participant's
Retention  Account shall be distributed to the Participant  upon the termination
of employment with the Company.

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                  (a)  TIMING OF  PAYMENT.  Subject  to  Section  5.7,  benefits
payable from the Retention  Account shall  commence on or about the January 15th
immediately  following the date of the  Participant's  termination,  or if later
forty-five  (45) days following the  Participant's  termination,  and subsequent
payments,  if the Form of Payment  selected  provides for  subsequent  payments,
shall be made on or about each succeeding January 15th .

                  (b) FORM OF  PAYMENT.  The form of  benefit  payment  from the
Retention  Account shall be made in that form selected by the Participant in the
Distribution  Election set forth in the Enrollment Form filed with the Committee
coincident with the initial crediting of amounts to the Retention  Account,  and
as  permitted  pursuant  to Section 5.8 below,  except  that if the  Participant
terminates employment prior to Retirement, in which event, the Retention Account
shall be paid in the form of a lump sum payment.

         5.3  IN-SERVICE   ACCOUNT.   The  vested  portion  of  a  Participant's
In-Service  Account shall generally be distributed to the  Participant  upon the
date chosen by the Participant.

                  (a) TIMING OF PAYMENT.  Subject to Section 5.7, benefits under
this section shall be payable on or about January 15th of the year  specified in
the first  Deferral  Election  which  designated  a portion of the  Compensation
deferred be allocated to the In-Service Account and subsequent  payments.  In no
event  shall  the date  selected  be  earlier  than the  first  day of the sixth
calendar year following the initial filing of the Deferral Election with respect
to that  In-Service  Account.  In the  event  that  the  Participant  terminates
employment  with the Company prior to the date so specified,  the benefits under
this  section  shall  commence  as  soon  as  administratively  practical  after
termination of employment.

                  (b) FORM OF  PAYMENT.  The form of  benefit  payment  from the
In-Service  Account shall be that form selected by the  Participant  pursuant to
Section 5.8, below,  except that if the Participant  terminates  employment with
the Company prior to the date so specified, then the In-Service Account shall be
paid in the form of a lump sum payment. If the Form of Payment selected provides
for  subsequent  payments,  subsequent  payments  shall be made on or about each
succeeding January 15th.

                  (c) CHANGE OF TIME  AND/OR FORM OF  PAYMENT.  The  Participant
may, subsequently amend the form of payment or the intended date of payment to a
date later than that date  initially  chosen,  by filing such amendment with the
Committee no later than twelve (12) months prior to the current date of payment.
The  Participant  may file this  amendment,  provided that each  amendment  must
provide for a payout  under this  paragraph  at a date no earlier  than five (5)
years after the date of payment in force immediately prior to the filing of such
request,  and the amendment may not take effect for twelve (12) months after the
request is made.

         5.4  DEATH  BENEFIT.  Upon  the  death  of a  Participant  prior to the
commencement  of  benefits  under  this Plan from any  particular  Account,  the
Company shall pay to the Participant's Beneficiary an amount equal to the vested
Account balance in that Account in the form of a lump sum payment.  In the event
of the death of the  Participant  after the  commencement of benefits under this
Plan from any

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<PAGE>

Account,  the benefits from that Account(s)  shall be paid to the  Participant's
designated Beneficiary from that Account at the same time and in the same manner
as if the Participant had survived.

         5.5  HARDSHIP  DISTRIBUTIONS.  Upon a finding  that a  Participant  has
suffered a Financial  Hardship,  the  Committee  shall  terminate  the  existing
Deferral   Election,   and/or  make   distributions  from  any  or  all  of  the
Participant's  Accounts. The amount of such distribution shall be limited to the
amount reasonably  necessary to meet the Participant's  needs resulting from the
Financial Hardship plus amounts necessary to pay taxes reasonably anticipated as
a result of the distribution, after taking into account the extent to which such
Financial   Hardship  is  or  may  be  relieved  through  the  reimbursement  or
compensation by insurance,  or otherwise or by liquidation of the  Participant's
assets (to the extent that  liquidation  of such assets  would not itself  cause
severe financial hardship).  The amount of such distribution will not exceed the
Participant's  vested  Account  balances.  If payment  is made due to  Financial
Hardship, the Participant's deferrals under this Plan shall cease for the period
of the  Financial  Hardship  and  for  twelve  (12)  months  thereafter.  If the
Participant   is  again   eligible  to   participate,   any  resumption  of  the
Participant's deferrals under the Plan after such twelve (12) month period shall
be made only at the election of the  Participant in accordance  with Article III
herein.

         5.6 CHANGE OF CONTROL DISTRIBUTIONS. Upon the occurrence of a Change of
Control,  Benefits  payable from the Deferral and  Retention  Accounts  shall be
distributed to the Participant  within forty-five (45) days following the Change
of Control.

         5.7  DISABILITY  DISTRIBUTIONS.  Upon a finding that a Participant  has
suffered a Disability,  the Committee may make  distributions from any or all of
the Participant's  Accounts. The amount of such distribution shall be limited to
the amount reasonably  necessary to meet the Participant's  needs resulting from
the Disability.

         5.8 PAYMENT TO  SPECIFIED  EMPLOYEES.  Payments  of  benefits  from the
Deferral  Account,  Retention  Account and benefits  payable from an  In-Service
Account  caused  by  the  termination  of  employment  of a  Participant  who is
determined  to meet the  definition  of Specified  Employee  shall be payable as
otherwise  provided,  except that the initial  payment  shall be made no earlier
than  the six (6)  months  following  the  termination  of  employment  with the
Company.

         5.9 FORM OF PAYMENT.  Unless otherwise  specified in this Article,  the
benefits  payable from any Account  under this Plan shall be paid in the form of
benefit as provided below,  and specified by the Participant in the Distribution
Election  applicable  to that  Account at the time of the  initial  deferral  or
credit to that Account. The permitted forms of benefit payments are:

                  (a) A lump sum  amount  which is equal to the  vested  Account
balance; and

                  (b) Annual  installments  for a period of up to  fifteen  (15)
years (or in the event of payment of the In-Service  Account,  a maximum of five
(5) years) where the annual payment shall be equal to the balance of the Account
immediately  prior to the payment,  multiplied  by a fraction,  the numerator of
which is one (1) and the  denominator of which commences at the number of annual
payment  initially  chosen and is reduced  by one (1) in each  succeeding  year.
Interest  on the

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<PAGE>

unpaid balance shall be based on the most recent  allocation among the available
Valuation Funds chosen by the Participant,  made in accordance with Section 4.3,
above.

         5.10 SMALL  ACCOUNT.  If the total of a  Participant's  vested,  unpaid
Account  balance  as  of  the  time  the  payments  are  to  commence  from  the
Participant's Account is less than the minimum prescribed, the remaining unpaid,
vested Account shall be paid in a lump sum,  notwithstanding any election by the
Participant  to the contrary.  Such minimums  shall be $5,000 for any In-Service
Account and $10,000 for any Deferral or Retention Account.

         5.11  WITHHOLDING;  PAYROLL  TAXES.  Company  shall  withhold  from any
payment made  pursuant to this Plan any taxes  required to be withheld from such
payments under local,  state or federal law. A Beneficiary,  however,  may elect
not to have withholding of federal income tax pursuant to Section  3405(a)(2) of
the Code, or any successor provision thereto.

         5.12 PAYMENT TO GUARDIAN.  If a Plan benefit is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of the  property,  the  Committee  may  direct  payment to the  guardian,  legal
representative or person having the care and custody of such minor,  incompetent
or person. The Committee may require proof of incompetency, minority, incapacity
or  guardianship  as  it  may  deem  appropriate  prior  to  distribution.  Such
distribution  shall  completely  discharge  the  Committee  and Company from all
liability with respect to such benefit.

         5.13  EFFECT OF PAYMENT.  The full  payment of the  applicable  benefit
under this Article V shall  completely  discharge all obligations on the part of
the Company to the Participant (and the Participant's  Beneficiary) with respect
to the  operation  of  this  Plan,  and  the  Participant's  (and  Participant's
Beneficiary's) rights under this Plan shall terminate.

         5.14 FORFEITURE.  In the event a Participant is terminated for "cause",
then his Retention  Account shall be  immediately  forfeited  without  regard to
whether or not he is vested or unvested in such Retention Account.  For purposes
of this Plan,  "cause"  shall  mean (i) the  Participant's  material  dishonesty
including,   without   limitation,   theft,   fraud,   embezzlement,   financial
misrepresentation  or other similar behavior or action,  in his dealings with or
with  respect to the Company or any  affiliate  thereof or entity with which the
Company,  or any parent or  subsidiary  of the  Company,  shall be engaged in or
attempting to engage in commerce; (ii) the conviction of the Participant for, or
the  Participant's  entry  of a plea  of  guilty  or  nolo  contendere  to,  the
commission of a felony other than driving while intoxicated by, or driving while
under the influence of,  alcohol;  or (iii) the material breach of any provision
of this Agreement which is not cured to the extent possible,  by the Participant
within thirty (30) calendar days after written  notice  thereof from the Company
to the Participant setting forth with reasonable  specificity the nature of such
breach.  Notwithstanding  anything in the Plan to the contrary,  forfeiture  for
cause may not occur following a Change of Control.

                      ARTICLE VI - BENEFICIARY DESIGNATION

         6.1 BENEFICIARY DESIGNATION.  Each Participant shall have the right, at
any time,  to designate one (1) or more persons or entity as  Beneficiary  (both
primary as well as secondary) to

                                       12
<PAGE>

whom benefits under this Plan shall be paid in the event of Participant's  death
prior to complete distribution of the Participant's vested Account balance. Each
Beneficiary  designation  shall be in a written form prescribed by the Committee
and  shall  be  effective  only  when  filed  with  the  Committee   during  the
Participant's lifetime.

         6.2 CHANGING BENEFICIARY. Any Beneficiary designation may be changed by
a Participant  without the consent of the  previously  named  Beneficiary by the
filing of a new Beneficiary designation with the Committee.

         6.3 NO BENEFICIARY DESIGNATION. If any Participant fails to designate a
Beneficiary in the manner  provided above, if the designation is void, or if the
Beneficiary  designated by a deceased Participant dies before the Participant or
before complete  distribution of the Participant's  benefits,  the Participant's
Beneficiary  shall be the person in the first of the following  classes in which
there is a survivor:

                  (a) The Participant's surviving spouse;

                  (b) The Participant's children in equal shares, except that if
any of the children predeceases the Participant but leaves surviving issue, then
such issue shall take by right of  representation  the share the deceased  child
would have taken if living; or

                  (c) The Participant's estate.

         6.4 EFFECT OF  PAYMENT.  Payment to the  Beneficiary  shall  completely
discharge the Company's obligations under this Plan.


                          ARTICLE VII - ADMINISTRATION

         7.1  COMMITTEE;   DUTIES.  This  Plan  shall  be  administered  by  the
Compensation  Committee,  or the Senior Vice President of Human Resources acting
as the Plan  Administrator.  References to the  "Compensation  Committee" in the
Plan shall include the Senior Vice  President of Human  Resources  acting in his
capacity as Plan  Administrator.  The  Committee or its designee  shall have the
authority  to make,  amend,  interpret  and  enforce all  appropriate  rules and
regulations for the administration of the Plan and decide or resolve any and all
questions,  including  interpretations  of the  Plan,  as they may arise in such
administration.  A majority  vote of the  Committee  members  shall  control any
decision.

         7.2 AGENTS.  The Committee  may,  from time to time,  employ agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Company.

         7.3  BINDING  EFFECT  OF  DECISIONS.  The  decision  or  action  of the
Committee with respect to any question  arising out of or in connection with the
administration,  interpretation  and  application  of the Plan and the rules and
regulations  promulgated  hereunder shall be final,  conclusive and binding upon
all persons having any interest in the Plan.

                                       13
<PAGE>

         7.4  INDEMNITY OF  COMMITTEE.  To the fullest  extent  permitted by the
Company's Articles of Incorporation and By-Laws, the Company shall indemnify and
hold  harmless  the  members of the  Compensation  Committee  or the Senior Vice
President of Human Resources  acting as the Plan  Administrator  against any and
all  claims,  loss,  damage,  expense or  liability  arising  from any action or
failure to act with respect to this Plan on account of such member's  service on
the Committee, except in the case of gross negligence or willful misconduct.

                         ARTICLE VIII - CLAIMS PROCEDURE

         8.1 CLAIM.  Any person or entity  claiming  a  benefit,  requesting  an
interpretation or ruling under the Plan (hereinafter referred to as "Claimant"),
or requesting information under the Plan shall present the request in writing to
the  Committee,  which shall respond in writing as soon as practical,  but in no
event later than ninety (90) days after receiving the initial claim (or no later
than  forty-five  (45) days  after  receiving  the  initial  claim  regarding  a
Disability under this Plan).

         8.2 DENIAL OF CLAIM.  If the claim or request  is denied,  the  written
notice of denial shall state:

                  (a) The reasons for denial,  with  specific  reference  to the
Plan provisions on which the denial is based;

                  (b) A description  of any  additional  material or information
required  and an  explanation  of why it is  necessary,  in which event the time
frames  listed  in  section  8.1  shall be one  hundred  and  eighty  (180)  and
seventy-five (75) days from the date of the initial claim respectively; and

                  (c) An explanation of the Plan's claim review procedure.

         8.3 REVIEW OF CLAIM.  Any Claimant  whose claim or request is denied or
who has not  received a response  within  sixty  (60) days (or one  hundred  and
eighty (180) days in the event of a claim  regarding a Disability) may request a
review by notice  given in writing to the  Committee.  Such request must be made
within  sixty (60) days (or one hundred and eighty  (180) days in the event of a
claim  regarding  a  Disability)  after  receipt by the  Claimant of the written
notice of denial,  or in the event  Claimant has not  received a response  sixty
(60)  days  (or one  hundred  and  eighty  (180)  days in the  event  of a claim
regarding a Disability)  after  receipt by the Committee of Claimant's  claim or
request.  The claim or request shall be reviewed by the Committee which may, but
shall not be required to, grant the Claimant a hearing.  On review, the claimant
may have  representation,  examine  pertinent  documents,  and submit issues and
comments in writing.

         8.4 FINAL  DECISION.  The  decision  on review  shall  normally be made
within  sixty  (60)  days  (or  forty-five  (45)  days in the  event  of a claim
regarding a Disability)  after the  Committee's  receipt of claimant's  claim or
request.  If an  extension  of time is required  for a hearing or other  special
circumstances,  the  Claimant  shall be notified and the time limit shall be one
hundred twenty (120) days (or ninety (90) days in the event of a claim regarding
a Disability).  The decision shall be in writing and

                                       14
<PAGE>

shall state the reasons and the  relevant  Plan  provisions.  All  decisions  on
review shall be final and bind all parties concerned.

                 ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN

         9.1  AMENDMENT.  The  Board may at any time  amend the Plan by  written
instrument,  notice  of which is given to all  Participants  and to  Beneficiary
receiving  installment  payments,  except  that no  amendment  shall  reduce  or
otherwise  adversely affect the amount accrued in any Account as of the date the
amendment is adopted.

         9.2 COMPANY'S  RIGHT TO TERMINATE.  The Board may at any time terminate
the  Plan  provided  that  such  termination  of the Plan is not  treated  as an
"acceleration  of benefits" as described in Section  409A(a)(3)  of the Code and
appropriate  Treasury  regulations  or other  guidance  issued  by the  Internal
Revenue Service or Treasury.  Upon a permitted partial or complete  termination,
the  Board may  cease  all  future  Deferral  Elections,  all  current  Deferral
Elections, and or, in its sole discretion,  pay out Accounts over a period of up
to five (5) years,  provided such action is not treated as an  "acceleration  of
benefits"  as  described  in  Section  409A(a)(3)  of the Code  and  appropriate
Treasury regulations or other guidance issued by the Internal Revenue Service or
Treasury without the action.

                            ARTICLE X - MISCELLANEOUS

         10.1 UNSECURED GENERAL CREDITOR. Notwithstanding any other provision of
this Plan, Participants and Participants' Beneficiary shall be unsecured general
creditors,  with no secured or  preferential  rights to any assets of Company or
any other party for payment of benefits  under this Plan.  Any property  held by
Company for the purpose of generating  the cash flow for benefit  payments shall
remain its general,  unpledged and  unrestricted  assets.  Company's  obligation
under the Plan shall be an unfunded  and  unsecured  promise to pay money in the
future.

         10.2 TRUST FUND.  Company shall be  responsible  for the payment of all
benefits  provided under the Plan. At its discretion,  Company may establish one
(1) or more rabbi trusts,  with such trustees as the Board may approve,  for the
purpose of  assisting  in the payment of such  benefits.  The assets of any such
trust shall be held for payment of all Company's  general creditors in the event
of insolvency.  To the extent any benefits provided under the Plan are paid from
any such trust,  Company  shall have no further  obligation  to pay them. If not
paid from the trust, such benefits shall remain the obligation of Company.

         10.3 NONASSIGNABILITY. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,  mortgage
or  otherwise  encumber,  transfer,  hypothecate  or convey in advance of actual
receipt the amounts, if any, payable hereunder,  or any part thereof, which are,
and  all  rights  to  which  are,  expressly  declared  to be  unassignable  and
non-transferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts,  judgments,
alimony or separate  maintenance owed by a

                                       15
<PAGE>

Participant or any other person,  nor be transferable by operation of law in the
event of a Participant's or any other person's bankruptcy or insolvency.

         10.4 NOT A CONTRACT OF  EMPLOYMENT.  This Plan shall not  constitute an
employment  contract or a contract  for services of any kind between the Company
and the  Participant.  Nothing in this Plan shall confer on the  Participant the
right to be retained by Company or  otherwise  be retained in the service of the
Company  or to  interfere  with  the  right  of the  Company  to  terminate  its
relationship with a Participant at any time.

         10.5 PROTECTIVE  PROVISIONS.  A Participant will cooperate with Company
by  furnishing  any and all  information  requested  by  Company,  in  order  to
facilitate  the  payment of  benefits  hereunder,  and by taking  such  physical
examinations  as Company may deem  necessary and taking such other action as may
be requested by Company.

         10.6  ARBITRATION  OF DISPUTES.  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, 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 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.

         10.7  GOVERNING LAW. The provisions of this Plan shall be construed and
interpreted  according  to the laws of the  State of New  Jersey,  except to the
extent as preempted by federal law.

                                       16
<PAGE>

         10.8  VALIDITY.  If any provision of this Plan shall be held illegal or
invalid for any  reason,  said  illegality  or  invalidity  shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provision had never been inserted herein.

         10.9 NOTICE.  Any notice  required or permitted under the Plan shall be
sufficient  if in writing and hand  delivered or sent by registered or certified
mail.  Such  notice  shall be  deemed  given as of the date of  delivery  or, if
delivery  is made by mail,  as of the date shown on the  postmark on the receipt
for  registration  or  certification.  Mailed notice to the  Committee  shall be
directed to the company's address. Mailed notice to a Participant or Beneficiary
shall be directed to the individual's last known address in company's records.

         10.10  SUCCESSORS.  The provisions of this Plan shall bind and inure to
the benefit of Company and its  successors and assigns.  The term  successors as
used herein shall  include any corporate or other  business  entity which shall,
whether  by  merger,  consolidation,   purchase  or  otherwise  acquire  all  or
substantially  all of the business and assets of Company,  and successors of any
such corporation or other business entity.

         10.11 409A.  Notwithstanding  anything  herein to the contrary,  in the
event that the Company,  upon the advice of its counsel,  determines in its sole
and absolute  discretion that a delay in payment of a benefit hereunder or other
modification  is  necessary  to  comply  with  Section  409A  of  the  Code  and
interpretive   guidance  thereunder,   then  such  delay  in  payment  or  other
modification shall be made.

APPROVALS
2007 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Adopted by the Compensation Committee of
the Board of Directors on:                                      November 8, 2006

Approved by the Stockholders on:                                November 8, 2006


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