Exhibit 10.5

                          SECURITIES PURCHASE AGREEMENT
                          (COMMON SHARES AND WARRANTS)

      SECURITIES  PURCHASE AGREEMENT (the "AGREEMENT"),  dated as of October 31,
2006, by and among Maritime Logistics US Holdings Inc., a Delaware  corporation,
with headquarters located at 547 Boulevard, Kenilworth, New Jersey ("MLI" or the
"COMPANY"),  and the investors  listed on the Schedule of Buyers attached hereto
(individually, a "BUYER" and collectively, the "BUYERS").

      WHEREAS:

      A. The Company and each Buyer is executing and  delivering  this Agreement
in reliance upon the exemption from securities  registration afforded by Section
4(2) of the Securities Act of 1933, as amended (the "1933 ACT"), and Rule 506 of
Regulation D ("REGULATION D") as promulgated by the United States Securities and
Exchange Commission (the "SEC") under the 1933 Act.

      B. Each Buyer  wishes to  purchase,  and the  Company  wishes  ShellCo (as
defined below) to sell, upon the terms and conditions  stated in this Agreement,
(i) that  aggregate  number of shares of  ShellCo's  Common  Stock (the  "COMMON
STOCK"),  set forth  opposite such Buyer's name in column (3) on the Schedule of
Buyers (which  aggregate  amount for all Buyers  together  shall not exceed five
million shares of Common Stock  (calculated  after the Company effects a reverse
stock split (discussed  below)) and shall  collectively be referred to herein as
the  "COMMON   SHARES")   for  an  aggregate   Purchase   Price  not  to  exceed
$50,000,000.00  and (ii) warrants,  in substantially the form attached hereto as
EXHIBIT A (the "WARRANTS"), to acquire that number of shares of Common Stock set
forth  opposite  such  Buyer's  name in column (4) of the Schedule of Buyers (as
exercised, collectively, the "WARRANT SHARES").

      C.  Contemporaneously  with the Closing (as defined below), the Buyers and
ShellCo will execute and deliver a Registration Rights Agreement,  substantially
in the form  attached  hereto as EXHIBIT B (as amended,  restated,  supplemented
and/or modified from time to time in accordance with the provisions thereof, the
"REGISTRATION  RIGHTS  AGREEMENT")  pursuant  to which  ShellCo  shall  agree to
provide  certain  registration  rights in respect of the Common Shares,  and the
Warrant  Shares  under the 1933 Act and the rules  and  regulations  promulgated
thereunder, and applicable state securities laws.

      D. The Common Shares, the Warrants and the Warrant Shares collectively are
referred to herein as the "SECURITIES".

      E. In connection with the Reorganization  (as defined below),  ShellCo has
authorized  the  issuance  of shares of Common  Stock to certain  members of its
management  (the  "MANAGEMENT  RESTRICTED  STOCK")  the resale of which shall be
limited  pursuant to the terms set forth in Lockup  Agreements the form of which
is attached hereto as EXHIBIT C. Immediately  prior to the issuance and delivery
of the Common  Shares and Warrants as provided for herein,  it is intended  that
ShellCo shall issue the Management  Restricted Stock to members of management of
the Company and their Subsidiaries.

<PAGE>

      F.  Contemporaneously  herewith, the Company is entering into a securities
purchase  agreement,  by and  among the  Company  and the  buyers  listed on the
Schedule of Buyers  attached  thereto  (the  "CONVERTIBLE  NOTE  BUYERS"),  (the
"CONVERTIBLE NOTE SECURITIES PURCHASE  AGREEMENT"),  wherein the Company agrees,
upon the terms and subject to the conditions of the Convertible  Note Securities
Purchase  Agreement,  to cause ShellCo to issue and sell to the Convertible Note
Buyers (i) Senior Secured  Convertible Notes of ShellCo due 2011 in an aggregate
principal amount of  $65,000,000.00  (the  "CONVERTIBLE  NOTES"),  which will be
convertible  into shares of common stock (as converted,  the  "CONVERTIBLE  NOTE
SHARES") in accordance with the terms of the Convertible Notes, and (ii) certain
warrants (the  "CONVERTIBLE  NOTES'  WARRANTS"),  which will be  exercisable  to
purchase additional shares of Common Stock (as exercised,  the "CONVERTIBLE NOTE
WARRANT  SHARES")  in  accordance  with  the  terms  of the  Convertible  Notes'
Warrants.

      G.  Contemporaneously with the Closing (as defined below), the Convertible
Note Buyers and ShellCo will execute and deliver a Registration Rights Agreement
(the  "CONVERTIBLE  NOTES  REGISTRATION  RIGHTS  AGREEMENT"),  pursuant to which
ShellCo  will agree to  provide  certain  registration  rights in respect of the
Convertible  Note Shares and Convertible  Note Warrant Shares under the 1933 Act
and the rules and  regulations  promulgated  thereunder,  and  applicable  state
securities laws.

      H. The Convertible Notes, Convertible Notes' Warrants and Convertible Note
Warrant  Shares  collectively  are referred to herein as the  "CONVERTIBLE  NOTE
SECURITIES", and the offering thereof, the "CONVERTIBLE NOTE Offering".

      I. Immediately prior to the Closing, a wholly-owned  subsidiary of ShellCo
will be merged  with and into the  Company  and the  Company,  as the  surviving
entity, will become a wholly-owned subsidiary of ShellCo (the "REORGANIZATION").

      J.  Immediately  prior to the Closing,  ShellCo shall enter into a joinder
agreement,  pursuant  to which  ShellCo  shall,  among other  things,  join this
Agreement,  affirm the  representations  and  warranties  hereunder and agree to
perform the  obligations  and covenants of the Company  hereunder  (the "JOINDER
AGREEMENT"). The Company's obligation hereunder is subject to the condition that
ShellCo enter into the Joinder Agreement.

      K. Contemporaneously with the Closing, and with certain of the proceeds of
the  transactions  contemplated  hereby,  ShellCo  shall  acquire,  directly  or
indirectly,  all (or  substantially  all) of the equity of each of FMI Holdco I,
LLC, a Delaware  limited  liability  company  headquartered at 800 Federal Blvd,
Carteret,  New Jersey 07008 and certain of its parent  companies  (collectively,
"FMI"),  and  Clare  Freight,  Los  Angeles,   Inc.  a  California   corporation
headquartered at 17979 Arenth Ave., City of Industry, CA 91748 and TUG New York,
Inc., a New York corporation  headquartered at 13 Hendrickson Ave., Lynbrook, NY
11563 (the "TUG  COMPANIES"),  (collectively,  "TUG", and together with FMI, the
"TARGETS")  and  substantially  all of the assets of the TUG Logistics  group of
companies, including TUG Logistics, Inc., a California corporation headquartered
at 17971 Arenth Ave., City of Industry,  CA 91748, TUG Logistics (Miami), Inc. a
Florida  corporation  headquartered  at 2801 NW 74 Ave.,  Suite 173,  Miami,  FL
33122,  and Glare  Logistics,  Inc., a California  corporation  headquartered at
16905 South Keegan Ave., Carson, Los Angeles, CA 90746. (collectively, the


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<PAGE>

"TUG  ASSETS",   and  the  acquisition  of  the  TUG  Assets  and  the  Targets,
collectively, the "ACQUISITIONS").

      NOW, THEREFORE, the Company and each Buyer hereby agree as follows:

      1.    PURCHASE AND SALE OF COMMON SHARES AND WARRANTS.

            (a)  PURCHASE  OF  COMMON  SHARES  AND  WARRANTS.   Subject  to  the
satisfaction  (or waiver) of the conditions set forth in Sections 6 and 7 below,
the Company  shall use best  efforts to cause  ShellCo to issue and sell to each
Buyer,  and each Buyer  severally,  but not  jointly,  agrees to  purchase  from
ShellCo on the Closing Date (as defined below),  the number of Common Shares set
forth opposite such Buyer's name in column (3) on the Schedule of Buyers,  along
with  Warrants  to acquire up to that  number of Warrant  Shares as is set forth
opposite  such  Buyer's  name in  column  (4) on the  Schedule  of  Buyers  (the
"CLOSING").

            (b) CLOSING.  The date and time of the Closing (the "CLOSING  DATE")
shall be 10:00 a.m.,  New York City time,  on a date  mutually  agreed to by the
Company and Buyers  holding the right to purchase  not less than  66-2/3% of the
Shares to be sold  hereunder,  such  Closing  Date to be as soon as  practicable
following satisfaction (or waiver) of the conditions to the Closing set forth in
Sections 6 and 7 below at the  offices of  Schulte  Roth & Zabel LLP,  919 Third
Avenue, New York, New York 10022.

            (c) PURCHASE  PRICE.  The purchase  price for the Common  Shares and
related  Warrants  to be  purchased  by each Buyer at the  Closing  shall be the
amount set forth  opposite  such  Buyer's  name in column (5) of the Schedule of
Buyers (the "PURCHASE  PRICE") which shall be equal to the amount of $0.8908 per
Common  Share and related  Warrant,  prior to the  effectiveness  of the reverse
stock split (the "REVERSE SPLIT") and $10.00 thereafter.

            (d) FORM OF PAYMENT.  On the Closing Date,  (i) each Buyer shall pay
its  respective  Purchase  Price to  ShellCo,  and/or one or more  designees  of
ShellCo for the Common  Shares and  Warrants to be issued and sold to such Buyer
at the Closing,  by wire transfer of immediately  available  funds in accordance
with the Company's or ShellCo's written wire instructions,  and (ii) the Company
shall use best efforts to cause ShellCo to deliver to each Buyer (A) one or more
stock  certificates,  with such  restrictive  and  other  legends  as  expressly
provided in Section 2(g)  hereof,  evidencing  the number of Common  Shares such
Buyer is purchasing as is set forth  opposite such Buyer's name in column (3) of
the Schedule of Buyers and (B) a Warrant pursuant to which such Buyer shall have
the right to acquire such number of Warrant Shares as is set forth opposite such
Buyer's name in column (4) of the Schedule of Buyers, in all cases duly executed
on behalf of ShellCo and registered in the name of such Buyer.

      2.    BUYER'S REPRESENTATIONS AND WARRANTIES.

            Each Buyer represents and warrants in respect of only itself that:

            (a) NO PUBLIC SALE OR DISTRIBUTION.  Such Buyer is (i) acquiring the
Common  Shares and the  Warrants  and (ii) upon  exercise of the  Warrants  will
acquire the Warrant  Shares  issuable  upon  exercise  thereof,  in the ordinary
course of  business  for its own  account  and not with a view  towards,  or for
resale in connection with, the public sale or distribution thereof,


                                       3
<PAGE>

except  pursuant to sales  registered  or  exempted  under the 1933 Act and such
Buyer  does not have a present  arrangement  to effect any  distribution  of the
Securities to or through any person or entity; PROVIDED, HOWEVER, that by making
the  representations  herein,  such  Buyer  does  not  agree  to hold any of the
Securities  for any minimum or other  specific  term and  reserves  the right to
dispose  of the  Securities  at any time in  accordance  with or  pursuant  to a
registration  statement or an  exemption  under the 1933 Act and pursuant to the
applicable terms of the Transaction Documents (as defined in Section 3(b)). Such
Buyer is  acquiring  the  Securities  hereunder  in the  ordinary  course of its
business.  Such Buyer does not presently  have any  agreement or  understanding,
directly  or  indirectly,  with any  Person  (as  defined  in  Section  3(p)) to
distribute any of the Securities.

            (b)  ACCREDITED  INVESTOR  STATUS.  Such  Buyer  is  an  "accredited
investor" as that term is defined in Rule 501(a) of Regulation D.

            (c)  RELIANCE  ON  EXEMPTIONS.   Such  Buyer  understands  that  the
Securities  are being offered and sold to it in reliance on specific  exemptions
from the registration requirements of United States federal and state securities
laws and that the Company is relying  upon,  among other  things,  the truth and
accuracy of, and such Buyer's compliance with, the representations,  warranties,
agreements, acknowledgments and understandings of such Buyer set forth herein in
order to determine the  availability  of such  exemptions and the eligibility of
such Buyer to acquire the Securities.

            (d)  INFORMATION.  Such Buyer and its  advisors,  if any,  have been
furnished with all materials  relating to the business,  finances and operations
of the Company and the Targets and  materials  relating to the offer and sale of
the  Securities  which have been  requested  by such  Buyer.  Such Buyer and its
advisors,  if any,  have been afforded the  opportunity  to ask questions of the
Company.  Neither  such  inquiries  nor any other due  diligence  investigations
conducted by such Buyer or its advisors,  if any, or its  representatives  shall
modify,   amend  or  affect  such  Buyer's   right  to  rely  on  the  Company's
representations and warranties contained herein. Such Buyer understands that its
investment  in the  Securities  involves  a high  degree  of risk and is able to
afford  a  complete  loss  of  such  investment.  Such  Buyer  has  sought  such
accounting,  legal and tax  advice  as it has  considered  necessary  to make an
informed investment decision in respect of its acquisition of the Securities.

            (e) NO GOVERNMENTAL  REVIEW.  Such Buyer  understands that no United
States federal or state agency or any other  government or  governmental  agency
has passed on or made any recommendation or endorsement of the Securities or the
fairness  or  suitability  of the  investment  in the  Securities  nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

            (f)  TRANSFER  OR RESALE.  Such  Buyer  understands  that  except as
provided in the Registration Rights Agreement:  (i) the Securities have not been
and are not being  registered  under the 1933 Act or any state  securities laws,
and may not be  offered  for sale,  sold,  assigned  or  transferred  unless (A)
subsequently  registered  thereunder,  (B) such Buyer  shall have  delivered  to
ShellCo an opinion of counsel,  in a form reasonably  acceptable to ShellCo,  to
the effect that such Securities to be sold, assigned or transferred may be sold,
assigned or transferred pursuant to an exemption from such registration,  or (C)
such Buyer provides ShellCo with assurance reasonably


                                       4
<PAGE>

acceptable to ShellCo that such Securities can be sold,  assigned or transferred
pursuant  to Rule 144 or Rule 144A  promulgated  under the 1933 Act, as amended,
(or a successor rule thereto)  (collectively,  "RULE 144"); (ii) any sale of the
Securities  made in reliance on Rule 144 may be made only in accordance with the
terms of Rule 144 and further, if Rule 144 is not applicable,  any resale of the
Securities  under  circumstances in which the seller (or the Person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in
the 1933 Act) may require  compliance  with some other  exemption under the 1933
Act or the rules  and  regulations  of the SEC  thereunder;  and  (iii)  none of
ShellCo, the Company or any other Person is under any obligation to register the
Securities under the 1933 Act or any state securities laws or to comply with the
terms and  conditions of any exemption  thereunder.  Subject to compliance  with
applicable  securities  laws, the Securities may be pledged in connection with a
bona fide margin account or other loan or financing  arrangement  secured by the
Securities  and such pledge of Securities  shall not be deemed to be a transfer,
sale or assignment of the Securities  hereunder,  unless required by law, and no
Buyer effecting a pledge of Securities shall be required to provide ShellCo with
any notice  thereof or  otherwise  make any  delivery  to ShellCo or the Company
pursuant to this Agreement or any other Transaction Document, including, without
limitation, this Section 2(f); provided that in order to make any sale, transfer
or assignment of Securities,  such Buyer and its pledgee makes such  disposition
in accordance with or pursuant to a registration statement or an exemption under
the 1933 Act.

      (g)  LEGENDS.  Such  Buyer  understands  that  the  certificates  or other
instruments representing the Common Shares, the Warrants and the Warrant Shares,
except as set forth  below,  shall bear any legend as required by the "blue sky"
laws of any state and a restrictive  legend in substantially  the following form
(and a stop-transfer order may be placed against transfer of such certificates):

      [NEITHER  THE  ISSUANCE  AND SALE OF THE  SECURITIES  REPRESENTED  BY THIS
      CERTIFICATE   NOR  THE   SECURITIES   INTO  WHICH  THESE   SECURITIES  ARE
      [EXERCISABLE]  HAVE BEEN][THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE
      HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
      APPLICABLE  STATE  SECURITIES  LAWS. THE SECURITIES MAY NOT BE OFFERED FOR
      SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
      REGISTRATION  STATEMENT FOR THE  SECURITIES  UNDER THE  SECURITIES  ACT OF
      1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO
      THE ISSUER,  IN A GENERALLY  ACCEPTABLE  FORM,  THAT  REGISTRATION  IS NOT
      REQUIRED  UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO AND IN ACCORDANCE
      WITH RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING,
      SUBJECT TO COMPLIANCE WITH APPLICABLE  SECURITIES LAWS, THE SECURITIES MAY
      BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
      FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

The  legend  set  forth  above  shall  be  removed  and  ShellCo  shall  issue a
certificate without such legend to the holder of the Securities upon which it is
stamped or issue to such holder by


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<PAGE>

electronic  delivery at the applicable  balance account at The Depository  Trust
Company  ("DTC"),  if, unless  otherwise  required by state securities laws, (i)
such Securities are registered for resale under the 1933 Act,  provided that (A)
upon receipt of notice from ShellCo that the applicable  registration  statement
is not, or no longer is effective  in respect of the resale of such  Securities,
the Holder will not transfer  such  Securities  (other than  pursuant to clauses
2(g)(ii)  or  2(g)(iii)  below)  until  ShellCo  notifies  the  Holder  that the
applicable  registration statement becomes effective (again), and (B) the Holder
hereby  agrees to  indemnify  and hold  ShellCo  harmless  against  any claim of
securities  laws  violations in respect of any such transfer (from and after the
date the Holder receives the first notice described in Section  2(g)(i)(A) above
through the date on which the Holder  receives  the second  notice  described in
Section  2(g)(i)(A) above) by the Holder of any Security as to which such legend
has been removed,  (ii) in connection with a sale, assignment or other transfer,
such holder provides ShellCo with an opinion of counsel reasonably  satisfactory
to  ShellCo,  in a  generally  acceptable  form,  to the effect  that such sale,
assignment or transfer of the Securities may be made without  registration under
the  applicable  requirements  of the 1933 Act and that such legend is no longer
required,  or (iii) such holder  provides  ShellCo  with  assurances  reasonably
acceptable to ShellCo that the Securities  can be sold,  assigned or transferred
pursuant  to Rule  144 or Rule  144A,  and such  holder  delivers  the  legended
Securities to ShellCo or ShellCo's transfer agent.

            (h)  VALIDITY;  ENFORCEMENT.  This  Agreement  and the  Registration
Rights Agreement have been duly and validly  authorized,  executed and delivered
on  behalf of such  Buyer and shall  constitute  the  legal,  valid and  binding
obligations  of such Buyer  enforceable  against such Buyer in  accordance  with
their respective terms,  except as such enforceability may be limited by general
principles of equity or to applicable  bankruptcy,  insolvency,  reorganization,
moratorium,  liquidation  and other  similar  laws  relating  to,  or  affecting
generally, the enforcement of applicable creditors' rights and remedies.

            (i) NO CONFLICTS.  The execution,  delivery and  performance by such
Buyer  of this  Agreement,  the  Registration  Rights  Agreement  and the  other
Transaction  Documents (as defined below) to which such Buyer is a party and the
consummation by such Buyer of the transactions  contemplated  hereby and thereby
will not (i) result in a violation of any organizational documents of such Buyer
or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights  of  termination,   amendment,   acceleration  or  cancellation  of,  any
agreement,  indenture  or  instrument  to which such Buyer is a party,  or (iii)
result in a violation of any law, rule,  regulation,  order,  judgment or decree
(including  federal and state securities laws) applicable to such Buyer,  except
in the case of  clauses  (ii) and (iii)  above,  for such  conflicts,  defaults,
rights  or  violations  which  would  not,  individually  or in  the  aggregate,
reasonably be expected to have a material  adverse effect on the ability of such
Buyer to  perform  its  obligations  hereunder.  Each Buyer  agrees  that it has
independently,  based on such documents and  information it deemed  appropriate,
made its  decision to enter into this  Agreement  and  purchase the Common Stock
Warrants.

            (j)  RESIDENCY.  Such  Buyer  is a  resident  of  that  jurisdiction
specified below its address on the Schedule of Buyers.


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<PAGE>

      3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

            The Company represents and warrants to each of the Buyers that:

            (a)  ORGANIZATION  AND  QUALIFICATION.  Each of the  Company and its
"SUBSIDIARIES"  (which for purposes of this Agreement  means any entity in which
the Company or ShellCo, directly or indirectly, owns any of the capital stock or
holds an equity or similar interest,  including, without limitation, each of the
Targets) are entities duly organized and validly existing in good standing under
the laws of the  jurisdiction  in which they are formed,  and have the requisite
power and authority to own their  properties  and to carry on their  business as
now being conducted.  Each of the Company, the Targets and their Subsidiaries is
duly qualified as a foreign entity to do business and, to the extent applicable,
is in good standing in every  jurisdiction in which its ownership of property or
the nature of the business conducted by it makes such  qualification  necessary,
except to the extent that the failure to be so qualified or be in good  standing
would not have a Material Adverse Effect.  As used in this Agreement,  "MATERIAL
ADVERSE EFFECT" means any material  adverse effect on the business,  properties,
assets, operations,  results of operations or condition (financial or otherwise)
of the Company and its  Subsidiaries,  taken as a whole, or on the  transactions
contemplated hereby and the other Transaction Documents or by the agreements and
instruments  to be entered into in connection  herewith or therewith,  or on the
authority  or  ability  of the  Company to  perform  its  obligations  under the
Transaction  Documents.  The Company and each Target has only those Subsidiaries
set forth on SCHEDULE 3(A).

            (b)  AUTHORIZATION;  ENFORCEMENT;  VALIDITY.  The  Company  has  the
requisite   corporate  power  and  authority  to  enter  into  and  perform  its
obligations  under this Agreement and each of the other agreements  entered into
by the parties hereto in connection with the  transactions  contemplated by this
Agreement  to which the Company is a party (such  documents,  together  with the
Warrants,  the Registration  Rights  Agreement,  the Irrevocable  Transfer Agent
Instructions  (as defined in Section 5), and each of the other  agreements to be
entered into by the parties hereto in connection with the purchase of the Common
Stock  and  Warrants   contemplated   by  this  Agreement,   collectively,   the
"TRANSACTION  DOCUMENTS") in accordance  with the terms hereof and thereof.  The
execution  and delivery of the  Transaction  Documents to which the Company is a
party and the  consummation  by the  Company  of the  transactions  contemplated
hereby and thereby have been duly authorized by the Company's Board of Directors
and no further filing,  consent or authorization is required by the Company, its
Board  of  Directors  or  its  stockholders  except  as may  be  required  under
applicable  securities laws. This Agreement and the other Transaction  Documents
to which the Company is a party have been duly  executed  and  delivered  by the
Company, and constitute the legal, valid and binding obligations of the Company,
enforceable  against  the Company in  accordance  with their  respective  terms,
except as such  enforceability may be limited by general principles of equity or
applicable bankruptcy,  insolvency,  reorganization,  moratorium, liquidation or
similar laws relating to, or affecting generally,  the enforcement of applicable
creditors' rights and remedies.

            (c)  OFFER  OF  SECURITIES.  Subject  to  the  accuracy  of  Buyer's
representation  and  warranties  hereunder,  the  offer  by the  Company  of the
Securities is exempt from registration under the 1933 Act.


                                       7
<PAGE>

            (d) NO CONFLICTS.  The  execution,  delivery and  performance of the
Transaction  Documents to which the Company is a party and the  consummation  by
the Company of the  transactions  contemplated  hereby and thereby  will not (i)
result in a  violation  of any  certificate  of  incorporation,  certificate  of
formation, any certificate of designations or other constituent documents of the
Company,  any  Target or any of their  Subsidiaries,  any  capital  stock of the
Company any Target or any of their  Subsidiaries,  or the bylaws of the Company,
any Target or any of their  Subsidiaries  or (ii) conflict with, or constitute a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company any Target or any of their  Subsidiaries is a party, or (iii) result
in a  violation  of  any  law,  rule,  regulation,  order,  judgment  or  decree
(including federal and state securities laws and regulations)  applicable to the
Company  any Target or any of their  Subsidiaries  or by which any  property  or
asset  of the  Company  any  Target  or any of  their  Subsidiaries  is bound or
affected  except in the case of clauses (ii) and (iii) of this Section 3(d), for
such conflicts,  defaults, rights or violations which would not, individually or
in the aggregate, have a Material Adverse Effect.

            (e)  CONSENTS.  None of the  Company,  any  Target  or any of  their
Subsidiaries  is required to obtain any consent,  authorization  or order of, or
make any filing or  registration  with,  any court,  governmental  agency or any
regulatory  or  self-regulatory  agency or any  other  Person in order for it to
execute,  deliver or perform any of its obligations under or contemplated by the
Transaction  Documents to which it is a party,  in each case in accordance  with
the terms hereof or thereof,  other than the current report on Form 8-K required
to be filed after Closing by ShellCo pursuant to Section 4(h) of this Agreement,
the filing of the  Schedule  14C  relating  to the Reverse  Split  among  others
things,  the Form D filing  required to be made following the Closing by ShellCo
with the SEC, and filings  required by applicable state securities laws, and the
registration  statement and related state securities law filings required by the
Registration Rights Agreement. All consents, authorizations, orders, filings and
registrations  which the Company is required to have obtained  prior to the date
hereof  pursuant to the  preceding  sentence  have been  obtained  or  effected.
[Notwithstanding  the first two  sentences of this Section  3(e),  to the extent
that any Foreign Subsidiary is required to obtain any consent,  authorization or
order,  or make any filing or  registration,  but has not done so, such  failure
shall  not  constitute  a  default  hereunder  or under  the  other  Transaction
Documents if such failure(s), individually or in the aggregate, would not have a
Material Adverse Effect.]

            (f)  ACKNOWLEDGMENT  REGARDING  BUYER'S PURCHASE OF SECURITIES.  The
Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm's length  purchaser in respect of the  Transaction  Documents  and the
transactions  contemplated  hereby and thereby and that,  except as set forth on
SCHEDULE  3(F)  hereof,  no Buyer is (i) an officer or director of the  Company,
(ii) an  "affiliate"  of the  Company  (as  defined in Rule 144) or (iii) to the
knowledge of the Company, a "beneficial owner" of more than 10% of the shares of
Common Stock (as defined for purposes of Rule 13d-3 of the  Securities  Exchange
Act of 1934,  as amended (the "1934  ACT")).  The Company  further  acknowledges
that,  except  as set forth on  SCHEDULE  3(F)  hereof,  no Buyer is acting as a
financial advisor or fiduciary of any of ShellCo, the Company, any Target or any
Subsidiary (or in any similar capacity) in respect of the Transaction  Documents
and the transactions  contemplated hereby and thereby, and any advice given by a
Buyer or any of its representatives or agents in connection with the Transaction
Documents and


                                       8
<PAGE>

the transactions  contemplated  hereby and thereby is merely  incidental to such
Buyer's purchase of the Securities. The Company further represents to each Buyer
that the decision of the Company and each of its  Subsidiaries to enter into the
Transaction  Documents  to which  it is a party  has been  based  solely  on the
independent   evaluation   by  the   Company,   such   Subsidiaries   and  their
representatives.

            (g) NO GENERAL  SOLICITATION;  PLACEMENT  AGENT'S FEES.  None of the
Company,  any of its affiliates,  or to the knowledge of the Company, any Person
acting on its or their behalf,  has engaged in any form of general  solicitation
or general  advertising  (within the meaning of Regulation D) in connection with
the offer or sale of the  Securities.  The Company shall be responsible  for the
payment of any placement  agent's  fees,  financial  advisory  fees, or brokers'
commissions  (other  than for  persons  engaged  by any Buyer or its  investment
advisors)  relating to or arising out of the transactions  contemplated  hereby.
The Company shall pay, and hold each Buyer harmless against, any liability, loss
or expense  (including,  without  limitation,  attorney's fees and out-of-pocket
expenses)  arising in connection with any such claim.  The Company  acknowledges
that it has engaged  Rodman & Renshaw,  LLC as placement  agent (the "AGENT") in
connection  with the sale of the Securities.  Other than the Agent,  the Company
has not engaged any placement  agent or other agent in connection  with the sale
of the Securities.

            (h) NO INTEGRATED  OFFERING.  None of the Company, its Subsidiaries,
any of their affiliates,  nor to the knowledge of the Company, any Person acting
on their  behalf has,  directly or  indirectly,  made any offers or sales of any
security or solicited any offers to buy any security,  under  circumstances that
would require  registration of any of the Securities under the 1933 Act or cause
this  offering  of the  Securities  to be  integrated  with prior or  concurrent
offerings  by the  Company  for  purposes  of  the  1933  Act or any  applicable
stockholder approval provisions,  including, without limitation, under the rules
and  regulations of any exchange or automated  quotation  system on which any of
the  securities  of  the  Company  are  listed  or  designated  other  than  the
Convertible Note Offering and the Acquisitions,  which Convertible Note Offering
and Acquisitions  have been undertaken only in such a manner as to not adversely
affect the exemption  from  registration  enjoyed by the sale of the  Securities
pursuant to this Agreement. None of the Company nor its Subsidiaries,  will take
any action or steps  referred to in the  preceding  sentence  that would require
registration  of any of the Securities  under the 1933 Act or cause the offering
of the Securities to be integrated with other offerings.

            (i)  APPLICATION  OF TAKEOVER  PROTECTIONS;  RIGHTS  AGREEMENT.  The
Company and its board of directors have taken all necessary  action,  if any, in
order  to  render   inapplicable   any  control  share   acquisition,   business
combination,  poison pill (including any distribution  under a rights agreement)
or other similar anti-takeover  provision under the Certificate of Incorporation
(as defined in Section 3(o)) or the laws of the jurisdiction of its organization
which is or could become applicable to any Buyer as a result of the transactions
contemplated  by  this  Agreement,  including,  without  limitation,   ShellCo's
issuance of the  Securities  and any Buyer's  ownership of the  Securities.  The
Company  has not  adopted  a  stockholder  rights  plan or  similar  arrangement
relating to  accumulations  of  beneficial  ownership  of its Common  Stock or a
change in control of the Company.

            (j) FINANCIAL  STATEMENTS.  The financial  statements of the Company
and each of the Targets  have been  prepared in  accordance  with United  States
generally accepted accounting


                                       9
<PAGE>

principles  consistently  applied ("GAAP"),  during the periods involved (except
(i) as may be otherwise  indicated  in such  financial  statements  or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may exclude  footnotes  or may be condensed  or summary  statements)  and fairly
present in all material respects the financial position of the Company,  or such
Target, as applicable, as of the dates thereof and the results of its operations
and cash flows for the periods  then ended  (subject,  in the case of  unaudited
statements,  to normal year-end audit  adjustments).  Except for liabilities and
obligations incurred in the ordinary course of business and consistent with past
practice,  liabilities and obligations  reflected on or reserved  against in the
June 30,  2006  interim  balance  sheets of each of the  Company and each Target
prepared  in  accordance  with GAAP  delivered  pursuant  to  Section  7(l) (the
"BALANCE SHEETS") and as otherwise  contemplated herby or disclosed herein or in
the disclosure schedules to this Agreement (the "DISCLOSURE  SCHEDULES"),  since
July 1,  2006,  inclusive  of such date,  none of the  Company or any Target has
incurred any  liabilities or obligations  that would be required to be reflected
or  reserved  against  in a balance  sheet of the  Company  or such  Target,  as
applicable,  prepared in accordance  with the principles used in the preparation
of the Balance  Sheets.  No other written  information  in that certain  private
placement memorandum dated October 23, 2006 (the "PPM") provided by or on behalf
of the  Company,  the  Targets or any of their  respective  Subsidiaries  to the
Buyers, including,  without limitation,  information referred to in Section 2(d)
of this Agreement,  contains any untrue statement of a material fact or omits to
state any material fact  necessary in order to make the statements  therein,  in
the light of the circumstance under which they are or were made, not misleading.

            (k) ABSENCE OF CERTAIN CHANGES.  Since June 30, 2006, there has been
no change or  development  in the business,  properties,  operations,  condition
(financial or otherwise), results of operations or prospects of the Company, any
Target or any of their respective  Subsidiaries that has had or could reasonably
be expected to have a Material Adverse Effect.  Since June 30, 2006, (and before
giving effect to the transactions contemplated under the Transaction Documents),
none of the Company or any Target has (i) declared or paid any  dividends,  (ii)
sold any assets, individually or in the aggregate, in excess of $300,000 outside
of the ordinary course of business, (iii) had capital expenditures, individually
or in the aggregate, in excess of $300,000 or (iv) waived any material rights in
respect of any  Indebtedness  or other rights in excess of $300,000  owed to it.
None of the  Company  or any  Target  has  taken  any  steps to seek  protection
pursuant to any  bankruptcy  law,  nor does the Company  have any  knowledge  or
reason to believe that its  creditors or the  creditors of any Target  intend to
initiate involuntary  bankruptcy proceedings or any actual knowledge of any fact
which  would  reasonably  lead a creditor to do so. The Company is not as of the
date hereof, and after giving effect to the transactions  contemplated hereby to
occur at the Closing will not be, Insolvent (as defined below).  For purposes of
this Section 3(k),  "Insolvent" means (i) the present fair saleable value of the
Company's  assets (and  including as assets for this purpose at a fair valuation
all rights of subrogation,  contribution or indemnification  arising pursuant to
any guarantees given by such Person) is less than the amount required to pay the
Company's  (after  giving effect to the  Acquisitions)  total  Indebtedness  (as
defined  in  Section  3(p)),  (ii) the  Company  is  unable to pay its debts and
liabilities,   subordinated,   contingent  or  otherwise,   as  such  debts  and
liabilities  become absolute and matured,  (iii) the Company intends to incur or
believes  that it will incur  debts  that would be beyond its  ability to pay as
such debts mature or (iv) the Company has unreasonably  small capital with which
to conduct the business in which it is engaged as such business is now conducted
and is proposed to be conducted.


                                       10
<PAGE>

            (l) CONDUCT OF BUSINESS;  REGULATORY  PERMITS.  None of the Company,
any Target or any of their  respective  Subsidiaries is in violation of any term
of  or in  default  under  its  certificate  of  incorporation,  certificate  of
formation,  any  certificate  of  designations  of  any  outstanding  series  of
preferred  stock of such  company or Bylaws or their  organizational  charter or
other  constituent  documents or bylaws,  respectively.  None of the Company any
Target or any of their respective  Subsidiaries is in violation of any judgment,
decree or order or any statute, ordinance, rule or regulation applicable to such
entity,  and  none  of the  Company,  any  Target  or any  of  their  respective
Subsidiaries  will  conduct its  respective  business in violation of any of the
foregoing,  except for such violations  and/or possible  violations  which would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each of the Company,  each Target and each of their Subsidiaries
possess all certificates,  authorizations  and permits issued by the appropriate
regulatory authorities necessary to conduct their respective businesses,  except
where the failure to possess such certificates,  authorizations or permits would
not have,  individually or in the aggregate, a Material Adverse Effect, and none
of the Company,  any Target or any of their Subsidiaries has received any notice
of  proceedings   relating  to  the  revocation  or  modification  of  any  such
certificate,  authorization or permit except where such proceedings,  revocation
or modification would not have a Material Adverse Effect.

            (m) FOREIGN CORRUPT  PRACTICES.  None of the Company,  any Target or
any of their Subsidiaries,  nor any director,  officer, agent, employee or other
Person acting on behalf of any of them has, in the course of its actions for, or
on  behalf  of,  such  entity  (i) used any  corporate  funds  for any  unlawful
contribution,  gift,  entertainment  or  other  unlawful  expenses  relating  to
political  activity;  (ii) made any direct or indirect  unlawful  payment to any
foreign or domestic  government official or employee from corporate funds; (iii)
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices  Act of 1977,  as amended;  or (iv) made any unlawful  bribe,  rebate,
payoff, influence payment,  kickback or other unlawful payment to any foreign or
domestic government official or employee.

            (n) TRANSACTIONS  WITH  AFFILIATES.  Except as set forth in SCHEDULE
3(N)  hereto,  other  than  the  issuance  of  restricted  stock  and the  other
arrangements  disclosed on SCHEDULE  3(N),  none of the  officers,  directors or
employees  of any of the  Company,  any Target or any of their  Subsidiaries  is
presently a party to any transaction with any of the Company,  any Target or any
of their  Subsidiaries  (other than for ordinary  course  services as employees,
officers or directors),  including any contract,  agreement or other arrangement
providing for the furnishing of services to or by,  providing for rental of real
or personal property to or from, or otherwise  requiring payments to or from any
such  officer,  director or employee or, to the  knowledge  of the Company,  any
corporation,  partnership,  trust or other  entity  in which  any such  officer,
director,  or employee has a  substantial  interest or is an officer,  director,
trustee or partner.

            (o)  EQUITY  CAPITALIZATION.  As of the date  hereof,  and  prior to
giving  effect  to the  Merger,  the  authorized  capital  stock of the  Company
consists of one million shares of Common Stock. All of the outstanding shares of
Common  Stock of the  Company  have been  validly  issued and are fully paid and
nonassessable.  Except as disclosed in SCHEDULE  3(O): (i) none of the Company's
capital stock is subject to preemptive rights or any other similar rights or any
liens or  encumbrances  suffered or permitted by the Company;  (ii) there are no
outstanding  options,   warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into, or exercisable or exchangeable  for, any capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound  to  issue  additional  capital  stock  of  the  Company  or  any  of  its
Subsidiaries  or options,  warrants,  scrip,  rights to  subscribe  to, calls or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible into, or exercisable or exchangeable for, any capital stock of


                                       11
<PAGE>

the  Company or any of its  Subsidiaries;  (iii) there are no  outstanding  debt
securities,  notes,  credit  agreements,  credit facilities or other agreements,
documents or instruments  evidencing  Indebtedness  of the Company or any of its
Subsidiaries or by which the Company or any of its Subsidiaries is or may become
bound except for such  Indebtedness  which (x) will be paid or satisfied in full
promptly  after  Closing  with  the  proceeds  of  the  purchase  of  securities
hereunder,  of the  Convertible  Note  Offering,  and under  that  certain  loan
agreement,  by and among  ShellCo,  the Company  and the  lenders  listed on the
schedule of lenders  thereto and Fortress Credit Corp. as  administrative  agent
thereunder  or  (y)  constitutes  Permitted  Indebtedness  (as  defined  in  the
Convertible Notes); (iv) there are no financing  statements securing obligations
in any material amounts, either singly or in the aggregate,  filed in connection
with the  Company or any of its  Subsidiaries;  (v) there are no  agreements  or
arrangements  under which the Company or any of its Subsidiaries is obligated to
register the sale of any of their securities under the 1933 Act (except pursuant
to the  Registration  Rights  Agreement and the Convertible  Notes  Registration
Rights  Agreement);  (vi) there are no outstanding  securities or instruments of
the Company or any of its  Subsidiaries  which contain any redemption or similar
provisions,  and  there  are  no  contracts,   commitments,   understandings  or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound to redeem a security  of the  Company or any of such  Subsidiaries;  (vii)
there are no  securities  or  instruments  containing  anti-dilution  or similar
provisions that will be triggered by the issuance of the Securities;  (viii) the
Company does not have any stock appreciation  rights or "phantom stock" plans or
agreements or any similar plan or agreement;  (ix) all the Company's outstanding
options and warrants shall be cancelled at Closing; and (x) no securities of the
Company,  any  Target  or the  Subsidiaries  are  listed  or quoted on any stock
exchange or automated quotation system. All of the Company's outstanding options
and warrants  shall be canceled at Closing.  Immediately  after giving effect to
the Reorganization,  (i) all of the Company's issued and outstanding stock shall
be owned  by  ShellCo  and  (ii) all  other  securities  issued  by the  Company
(including, without limitation, any securities disclosed in SCHEDULE 3(O)) shall
have been exchanged for shares of ShellCo's  Common Stock.  The Company has made
available  to the Buyers  true,  correct and  complete  copies of the  Company's
Certificate  of  Incorporation,  as amended  and as in effect on the date hereof
(the "CERTIFICATE OF  INCORPORATION"),  and the Company's Bylaws, as amended and
as in effect on the date hereof (the "BYLAWS"),  and all agreements  relating to
securities  convertible  into, or exercisable  or  exchangeable  for,  shares of
Common Stock and the material rights of the holders thereof in respect thereto.

            (p)  INDEBTEDNESS  AND  OTHER  CONTRACTS.  Except  as  disclosed  in
SCHEDULE 3(P), none of the Company,  any Target or any of their Subsidiaries (i)
has any outstanding Indebtedness (as defined below) except for such Indebtedness
which will be paid or satisfied in full promptly after Closing with the proceeds
of the purchase of securities hereunder,  of the Convertible Note Offering,  and
under that certain loan  agreement,  by and among  ShellCo,  the Company and the
lenders listed on the schedule of lenders  thereto and Fortress  Credit Corp. as
administrative agent thereunder,  (ii) is a party to any contract,  agreement or
instrument,  the  violation  of which,  or  default  under  which,  by the other
party(ies)  to such  contract,  agreement  or  instrument  could  reasonably  be
expected to result in a Material  Adverse  Effect,  (iii) is in violation of any
term of


                                       12
<PAGE>

or in default  under any  contract,  agreement  or  instrument  relating  to any
Indebtedness,  except  where such  violations  and  defaults  would not  result,
individually or in the aggregate,  in a Material  Adverse  Effect,  or (iv) is a
party to any contract, agreement or instrument relating to any Indebtedness, the
performance  of which,  in the  judgment of the  Company's  officers,  has or is
expected to have a Material  Adverse  Effect.  On the Closing Date,  immediately
after giving effect to the Merger, none of ShellCo,  the Company, any Target, or
Subsidiary  shall have any outstanding  Indebtedness,  other than the Notes, the
Permitted  Senior  Indebtedness  (as defined in the  Convertible  Notes) and the
Permitted  Indebtedness  (as  defined  in the  Convertible  Notes)  set forth on
SCHEDULE 3(P). For purposes of this Agreement:  (x) "INDEBTEDNESS" of any Person
means,  without  duplication (A) all  indebtedness  for borrowed money,  (B) all
obligations  issued,  undertaken  or assumed as the deferred  purchase  price of
property  or  services,  including  (without  limitation)  "capital  leases"  in
accordance  with  generally  accepted  accounting  principles  (other than trade
payables entered into in the ordinary course of business), (C) all reimbursement
or payment  obligations in respect of letters of credit,  surety bonds and other
similar instruments,  (D) all obligations evidenced by notes, bonds,  debentures
or  similar  instruments,   including   obligations  so  evidenced  incurred  in
connection  with the  acquisition  of property,  assets or  businesses,  (E) all
indebtedness  created  or  arising  under any  conditional  sale or other  title
retention agreement,  or incurred as financing, in either case in respect of any
property or assets acquired with the proceeds of such indebtedness  (even though
the rights and remedies of the seller or bank under such  agreement in the event
of  default  are  limited to  repossession  or sale of such  property),  (F) all
monetary  obligations  under  any  leasing  or  similar  arrangement  which,  in
connection with generally accepted accounting  principles,  consistently applied
for the periods  covered  thereby,  is  classified as a capital  lease,  (G) all
indebtedness  referred to in clauses  (A)  through (F) above  secured by (or for
which the holder of such  Indebtedness  has an  existing  right,  contingent  or
otherwise,  to be secured  by) any  mortgage,  lien,  pledge,  charge,  security
interest  or other  encumbrance  upon or in any  property  or assets  (including
accounts and contract rights) owned by any Person,  even though the Person which
owns such assets or property has not assumed or become liable for the payment of
such indebtedness, and (H) all Contingent Obligations in respect of indebtedness
or  obligations  of others of the kinds  referred  to in clauses (A) through (G)
above;  (y)  "CONTINGENT  OBLIGATION"  means,  as to any  Person,  any direct or
indirect  liability,  contingent or otherwise,  of that Person in respect of any
indebtedness,  lease,  dividend  or other  obligation  of another  Person if the
primary purpose or intent of the Person incurring such liability, or the primary
effect  thereof,  is to provide  assurance to the obligee of such liability that
such  liability  will be paid or  discharged,  or that any  agreements  relating
thereto will be complied  with,  or that the holders of such  liability  will be
protected  (in  whole or in  part)  against  loss in  respect  thereof;  and (z)
"PERSON" means an individual,  a limited  liability  company,  a partnership,  a
joint venture,  a corporation,  a trust,  an  unincorporated  organization  or a
government or any department or agency thereof.

            (q) ABSENCE OF  LITIGATION.  There is no action,  suit,  proceeding,
inquiry or investigation  that,  individually or in the aggregate,  would have a
Material  Adverse  Effect  before or by, any  court,  public  board,  government
agency, self-regulatory organization or body pending or, to the knowledge of the
Company,  threatened against or affecting any of the Company, the Targets, their
respective  Subsidiaries,  any of their respective officers or directors, or the
Common Stock.


                                       13
<PAGE>

            (r) INSURANCE. The Company, each Target and each of their respective
Subsidiaries  are  insured by insurers of  recognized  financial  responsibility
against such losses and risks and in such amounts as  management  of the Company
believes to be prudent and  customary in the  businesses  in which such entities
are engaged.  None of the  Company,  any Target or any such  Subsidiary  has any
reason  to  believe  that it will not be able to renew  its  existing  insurance
coverage as and when such coverage  expires or to obtain  similar  coverage from
similar  insurers as may be  necessary  to continue  its business at a cost that
would not have a Material Adverse Effect.

            (s) EMPLOYEE RELATIONS.  (i) None of the Company,  any Target or any
of  their  respective  Subsidiaries  is a  party  to any  collective  bargaining
agreement or employs any member of a union. No executive  officer (as defined in
Rule 5b-7 promulgated  under the 1934 Act) of the Company,  any Target or any of
their respective  Subsidiaries (as defined in Rule 501(f)  promulgated under the
1933 Act) has notified the Company, such Target or any such Subsidiary that such
officer intends to leave the Company,  such Target or Subsidiary,  as applicable
or otherwise terminate such officer's  employment with the Company,  such Target
or  Subsidiary.  To the  knowledge of the Company,  no executive  officer of the
Company,  any  Target  or any of their  respective  Subsidiaries  is,  or is now
expected to be, in violation of any material  term of any  employment  contract,
confidentiality,    disclosure    or    proprietary    information    agreement,
non-competition agreement, or any other contract or agreement or any restrictive
covenant,  except where such violation would not have a Material  Adverse Effect
and the continued employment of each such executive officer does not subject the
Company,  such Target or any of the  Subsidiaries to any liability in respect of
any of the  foregoing  matters  except  such  liability  that  would  not have a
Material Adverse Effect.

                  (ii)  The   Company,   each   Target   and  their   respective
Subsidiaries are in compliance with all federal,  state,  local and foreign laws
and  regulations  respecting  labor,  employment  and  employment  practices and
benefits,  terms and conditions of employment and wages and hours,  except where
failure to be in compliance  therewith would not, either  individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.

            (t)  TITLE.   The   Company,   each  Target  and  their   respective
Subsidiaries (other than Foreign  Subsidiaries) have good and valid title in fee
simple to all real  property and valid title to all personal  property  owned by
them  which  is  material  to  the  business  of the  Company,  such  Target  or
Subsidiary,   as  applicable,  in  each  case  free  and  clear  of  all  liens,
encumbrances  and  defects  except  for  Permitted  Liens  (as  defined  in  the
Convertible  Notes) and those  liens,  encumbrances  and  defects  described  in
SCHEDULE 3(T) or such as do not materially affect the value of such property and
do not  materially  interfere  with the use made and proposed to be made of such
property  by the  Company,  such  Target  or any of  such  Subsidiaries.  To the
knowledge of the Company,  (i) none of the Foreign  Subsidiaries owns fee simple
interest in any real property (or the equivalent  thereof under  applicable law)
and (ii)  each of the  Foreign  Subsidiaries  has good  and  valid  title to all
personal  property  owned by them  which is  material  to the  business  of such
Subsidiary.  Except  as set  forth  on  SCHEDULE  3(T),  any real  property  and
facilities  held  under  lease  by the  Company,  any  Target  or  any of  their
respective   Subsidiaries  are  held  by  the  applicable  entity  under  valid,
subsisting and  enforceable  leases with such exceptions as are not material and
do not interfere  with the use made and proposed to be made of such property and
buildings by the Company,  the Targets and such Subsidiaries.  Where failures to
have such valid,


                                       14
<PAGE>

subsisting and  enforceable  lease(s)  exist,  such failures,  in the aggregate,
would not have a Material Adverse Effect.

            (u) INTELLECTUAL PROPERTY RIGHTS. The Company, each Target and their
respective Subsidiaries (other than Foreign Subsidiaries) own or possess, and to
the knowledge of the Company, the Foreign Subsidiaries own or possess,  adequate
rights or licenses to use all  trademarks,  trade  names  service  marks and all
applications and registrations  therefor,  patents,  patent rights,  copyrights,
original  works of authorship,  inventions,  licenses,  approvals,  governmental
authorizations,   trade   secrets  and  other   intellectual   property   rights
("INTELLECTUAL   PROPERTY   RIGHTS")   necessary  to  conduct  their  respective
businesses as now conducted.  Except as set forth on SCHEDULE 3(U),  none of the
Company's,  Targets' or their respective  Subsidiaries'  registered,  or applied
for,  Intellectual  Property  Rights  have  expired or  terminated  or have been
abandoned,  or are expected to expire or terminate or expected to be  abandoned,
within  three  years  from  the  date  of  this  Agreement,  except  as to  such
Intellectual Property Rights the loss of which would not have a Material Adverse
Effect.  The Company  does not have any  knowledge  of any  infringement  by the
Company,  any Target or their respective  Subsidiaries of Intellectual  Property
Rights of others  except of such  infringement  that  would not have a  Material
Adverse Effect.  Except as set forth on SCHEDULE 3(U), there is no claim, action
or proceeding being made or brought,  or to the knowledge of the Company,  being
threatened, against the Company, any Target or such Subsidiaries regarding their
respective   Intellectual   Property  Rights.  Any  such  claims,   actions  and
proceedings being made, brought or threatened would not in the aggregate, have a
Material  Adverse Effect.  The Company is unaware of any facts or  circumstances
which might give rise to any of the foregoing  infringements or claims,  actions
or proceedings  which would,  individually or in the aggregate,  have a Material
Adverse Effect. The Company, each Target and their respective  Subsidiaries have
taken reasonable  security measures to protect the secrecy,  confidentiality and
value of all of their Intellectual Property Rights.

            (v)  ENVIRONMENTAL   LAWS.  The  Company,   each  Target  and  their
respective  Subsidiaries  (i) are in compliance  with any and all  Environmental
Laws (as hereinafter defined), (ii) have received all permits, licenses or other
approvals required of them under applicable  Environmental Laws to conduct their
respective  businesses and (iii) are in compliance with all terms and conditions
of any such permit,  license or approval except where, in the foregoing  clauses
(i),  (ii) and (iii),  the  failure to so comply with such  Environmental  Laws,
permits,  licenses or other  approvals  or to obtain such  permits,  licenses or
approvals  would not be  reasonably  expected  to have,  individually  or in the
aggregate,  a Material Adverse Effect. The term  "ENVIRONMENTAL  LAWS" means all
federal,  state,  local or foreign laws  relating to pollution or  protection of
human health or the environment  (including,  without  limitation,  ambient air,
surface  water,  groundwater,  land surface or  subsurface  strata),  including,
without  limitation,  laws  relating  to  emissions,   discharges,  releases  or
threatened  releases  of  chemicals,  pollutants,   contaminants,  or  toxic  or
hazardous substances or wastes  (collectively,  "HAZARDOUS  MATERIALS") into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all  authorizations,  codes,  decrees,  demands  or  demand  letters,
injunctions,  judgments,  licenses,  notices or notice letters, orders, permits,
plans or regulations issued, entered, promulgated or approved thereunder.


                                       15
<PAGE>

            (w) SUBSIDIARY  RIGHTS.  The Company or one of its  Subsidiaries has
the  unrestricted  right  to  vote,  and  (subject  to  limitations  imposed  by
applicable  law)  to  receive   dividends  and  distributions  on,  all  capital
securities  of  its  Subsidiaries  owned  by the  Company  or  such  Subsidiary,
respectively,  subject to the Transaction Documents. Each Target or one of their
respective  Subsidiaries  has the  unrestricted  right to vote,  and (subject to
limitations  imposed by applicable law) to receive  dividends and  distributions
on, all capital  securities of its  Subsidiaries as owned by such Target or such
Subsidiary, subject to the Transaction Documents.

            (x) TAX STATUS.  Except as set forth on SCHEDULE  3(X), the Company,
each Target and each of their respective  Subsidiaries (i) has made or filed all
foreign,  federal  and  state  income  and all other tax  returns,  reports  and
declarations  required by any jurisdiction to which it is subject, (ii) has paid
all taxes and other  governmental  assessments  and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being  contested in good faith and (iii) has set aside on its books
provision  reasonably  adequate  for  the  payment  of  all  taxes  for  periods
subsequent to the periods to which such returns,  reports or declarations apply.
Except as set forth on SCHEDULE 3(X), there are no material unpaid taxes claimed
to be due by the taxing authority of any  jurisdiction,  and the officers of the
Company  know of no basis for any such  claim.  Each of the  claims set forth on
SCHEDULE  3(X) is  being  contested  in good  faith or  would  not be  expected,
individually or in the aggregate,  to have a Material Adverse Effect.  Except as
set forth on SCHEDULE  3(X), no liens have been filed  securing  taxes and other
governmental  assessments  and  charges  and no claims are being  asserted by or
against  the  Company,  any Target or any of their  respective  Subsidiaries  in
respect of any taxes  (other  than liens for taxes not yet due and  payable)  or
other governmental assessments or charges. Except as set forth on SCHEDULE 3(X),
none of the  Company,  any Target or any of their  respective  Subsidiaries  has
received notice of assessment or proposed  assessment of any taxes claimed to be
owed by it or any other  Person on its behalf.  Except as  disclosed on SCHEDULE
3(X), none of the Company, any Target or any of their respective Subsidiaries is
a party to any tax sharing or tax indemnity  agreement or any other agreement of
a similar nature that remains in effect. None of the items set forth on SCHEDULE
3(X) would,  individually or in the aggregate,  have a Material  Adverse Effect.
Each of the Company, each Target and their respective  Subsidiaries has complied
in all material respects with all applicable legal requirements  relating to the
payment  and  withholding  of taxes  and,  within  the  time  and in the  manner
prescribed  by law, has withheld  from wages,  fees and other  payments and paid
over to the proper governmental or regulatory authorities all amounts required.

            (y) INTERNAL ACCOUNTING CONTROLS.  The Company, each Target and each
of their  respective  Subsidiaries  maintains  a system of  internal  accounting
controls  sufficient to provide  reasonable  assurance that (i) transactions are
executed in accordance  with  management's  general or specific  authorizations,
(ii)  transactions are recorded as necessary to permit  preparation of financial
statements in conformity with generally  accepted  accounting  principles and to
maintain  asset  and  liability  accountability,   (iii)  access  to  assets  or
incurrence of  liabilities  is permitted  only in accordance  with  management's
general or  specific  authorization  and (iv) the  recorded  accountability  for
assets and  liabilities is compared with the existing  assets and liabilities at
reasonable  intervals  and  appropriate  action  is  taken  in  respect  of  any
difference.

            (z)  DISCLOSURE.  Each of this  Agreement  (including  the Schedules
hereto),  the other  Transaction  Documents and that certain  Private  Placement
Memorandum dated October


                                       16
<PAGE>

23, 2006 (including the various  attachments  thereto) furnished by or on behalf
of the Company regarding the Company, the Targets,  their respective  businesses
and the  transactions  contemplated  hereby is true and correct in all  material
respects and does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements  made therein,
in the light of the circumstances under which it was made, not misleading.  Each
press release issued by the Company or its Subsidiaries  (other than the Foreign
Subsidiaries) during the twelve (12) months preceding the date of this Agreement
did not at the time of release  contain any untrue  statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading.  To the knowledge of the Company, no press
release issued by any Foreign Subsidiary during the twelve (12) months preceding
the date of this Agreement at the time of release contained any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in the light of
the  circumstances  under  which they were  made,  not  misleading.  No event or
circumstance has occurred or information exists in respect of the Company or any
of its  Subsidiaries  (other  than  the  Foreign  Subsidiaries)  or its or their
business, properties, operations or financial condition, which, under applicable
law, rule or  regulation,  requires  public  disclosure or  announcement  by the
Company  but which  has not been so  publicly  announced  or  disclosed.  To the
knowledge of the Company,  no event or circumstance  has occurred or information
exists  in  respect  of  any  of  the  Foreign  Subsidiaries  or  its  business,
properties, operations or financial condition, which, under applicable law, rule
or regulation,  requires public disclosure or announcement by such Person or its
parent company but which has not been so publicly announced or disclosed.

            (aa)  OTC  BULLETIN  BOARD.  The  Common  Stock  is  designated  for
quotation on the National  Association of Securities Dealers Inc.'s OTC Bulletin
Board (the "INITIAL  PRINCIPAL  MARKET").  At all times since such  designation,
ShellCo has complied with the rules of the Initial Principal Market.

            (bb) U.S. REAL PROPERTY HOLDING CORPORATION. The Company is not, nor
has it ever been, a U.S. real property holding corporation within the meaning of
Section 897 of the Internal  Revenue Code of 1986,  as amended,  and the Company
shall so certify upon any Buyer's request.

      4.    COVENANTS.

            (a) BEST  EFFORTS.  Each party shall use its best efforts  timely to
satisfy  each of the  covenants  and the  conditions  to be  satisfied  by it as
provided in Sections 5, 6 and 7 of this Agreement.

            (b) FORM D AND BLUE SKY. The Company  agrees to use its best efforts
to cause ShellCo to file a Form D in respect of the Securities as required under
Regulation D and to provide a copy thereof to each Buyer  promptly  upon request
after such filing.  The Company,  on or before the Closing Date,  shall or shall
use its best efforts to cause  ShellCo to take such action as the Company  shall
reasonably  determine is  necessary  in order to obtain an  exemption  for or to
qualify the  Securities  for sale to the Buyers at the Closing  pursuant to this
Agreement  under  applicable  securities or "Blue Sky" laws of the states of the
United States (or to obtain an


                                       17
<PAGE>

exemption from such  qualification),  and shall upon request provide evidence of
any such action so taken to the Buyers on or prior to the Closing Date.

            (c)  REPORTING  STATUS.  Until the date on which the  Investors  (as
defined in the  Registration  Rights  Agreement)  shall have sold all the Common
Shares  and  Warrant  Shares  and  none  of the  Warrants  is  outstanding  (the
"REPORTING  PERIOD"),  the Company  shall use best  efforts to cause  ShellCo to
timely file all reports  required to be filed with the SEC  pursuant to the 1934
Act,  provided that prior to the filing of the  Registration  Statement with the
SEC as  required  by the  Registration  Rights  Agreement,  compliance  with the
current  public  information  requirements  of Rule 144(e)  thereunder  shall be
sufficient,  and the Company  shall use best  efforts to prohibit  ShellCo  from
terminating  its status as an issuer required to file reports under the 1934 Act
even if the 1934 Act or the rules and  regulations  thereunder  would  otherwise
permit such termination.

            (d) USE OF PROCEEDS. The Company will use the proceeds from the sale
of  the  Securities  for  general  corporate  purposes,  including  general  and
administrative  expenses and not for the  redemption or repurchase of any of its
or its Subsidiaries' equity securities.

            (e) FINANCIAL INFORMATION. The Company agrees to use best efforts to
cause ShellCo to send the following to each Investor during the Reporting Period
(i) unless the  following are filed with the SEC through EDGAR and are available
to the public through the EDGAR system, within three (3) Business Days after the
filing  thereof  with the SEC,  a copy of its  Annual  Reports  on Form  10-K or
10-KSB,  its  Quarterly  Reports  on Form 10-Q or  10-QSB  or any other  interim
reports or any consolidated  balance sheets,  income  statements,  stockholders'
equity  statements and/or cash flow statements filed with the SEC for any period
other  than  annual,  any  Current  Reports  on Form  8-K  and any  registration
statements  (other than on Form S-8) or  amendments  filed  pursuant to the 1933
Act, (ii) two (2) Business Days after release thereof (unless such press release
is available on PR Newswire or Business  Wire)  facsimile or e-mailed  copies of
all press  releases  issued by ShellCo,  the Company or any of their  respective
Subsidiaries,  and  (iii)  copies of any  notices  and  other  information  made
available or given to the  stockholders  of ShellCo or the  Company,  generally,
contemporaneously   with  the  making   available  or  giving   thereof  to  the
stockholders.  As used herein, "BUSINESS DAY" means any day other than Saturday,
Sunday  or  other  day on  which  commercial  banks  in The City of New York are
authorized or required by law to remain closed.

            (f)  FEES.  The  Company  and  ShellCo,  as  applicable,   shall  be
responsible for the payment of any placement  agent's fees,  financial  advisory
fees,  or broker's  commissions  (other  than for Persons  engaged by any Buyer)
relating to or arising out of the transactions  contemplated hereby,  including,
without  limitation,  any fees or commissions  payable to the Agent. The Company
shall pay or use best  efforts  to cause  ShellCo  to pay,  and hold or use best
efforts to cause ShellCo to hold,  each Buyer harmless  against,  any liability,
loss or expense (including,  without limitation,  reasonable attorney's fees and
out-of-pocket  expenses)  arising in connection  with any claim  relating to any
such payment.  Except as otherwise set forth in the Transaction Documents,  each
party to this Agreement  shall bear its own expenses in connection with the sale
of the Securities to the Buyers.


                                       18
<PAGE>

            (g)  PLEDGE OF  SECURITIES.  The  Company,  on behalf of itself  and
ShellCo,   acknowledges   and  agrees  subject  to  compliance  with  applicable
securities laws, that the Securities may be pledged by an Investor in connection
with a bona fide margin agreement or other loan or financing arrangement that is
secured by the Securities. Except as otherwise required by applicable securities
laws,  the pledge of  Securities  shall not be deemed to be a transfer,  sale or
assignment of the Securities  hereunder,  and no Investor  effecting a pledge of
Securities  shall be required to provide the Company or ShellCo  with any notice
thereof or  otherwise  make any  delivery to the Company or ShellCo  pursuant to
this Agreement or any other Transaction Document, including, without limitation,
Section  2(f);  provided  that an Investor and its pledgee  shall be required to
comply with the  provisions of Section 2(f) in order to effect a sale,  transfer
or  assignment  of  Securities  to such  pledgee.  The Company  hereby agrees to
execute and  deliver,  and to use best  efforts to cause  ShellCo to execute and
deliver,  such  documentation  as a pledgee  of the  Securities  may  reasonably
request in  connection  with a pledge of the  Securities  to such  pledgee by an
Investor.

            (h) DISCLOSURE OF TRANSACTIONS AND OTHER MATERIAL INFORMATION. On or
before 8:30 a.m.,  New York City time,  on the first  Business Day following the
Closing  Date,  the Company  shall cause  ShellCo to file a press  release  (the
"PRESS RELEASE") describing the material terms of the transactions  contemplated
by the  Transaction  Documents.  The  Company  shall use best  efforts  to cause
ShellCo  to file,  as a "small  business  issuer"  (as  defined in Item 10(a) of
Regulation SB under the 1934 Act), a Current  Report on Form 8-K  describing the
terms of the transactions  contemplated by the Transaction Documents in the form
and by the date required by the 1934 Act and attaching the material  Transaction
Documents (including,  without limitation,  this Agreement (and all Schedules to
this Agreement), the form of the Warrants and the Registration Rights Agreement)
as  exhibits  to such  filing  if and to the  extent  required  by the  1934 Act
(including all attachments,  the "8-K FILING"). From and after the filing of the
8-K  Filing  with the SEC,  no Buyer  shall be in  possession  of any  material,
nonpublic   information  received  from  ShellCo,  the  Company,  any  of  their
respective Subsidiaries or any of its respective officers, directors,  employees
or agents,  that is not disclosed in the 8-K Filing.  The Company shall not, and
shall use best efforts to cause ShellCo and each of their  Subsidiaries and each
of their respective officers,  directors,  employees and agents, not to, provide
any Buyer  with any  material,  nonpublic  information  regarding  ShellCo,  the
Company or any of their Subsidiaries from and after the filing of the 8-K Filing
with the SEC without the express written consent of such Buyer.

            (i)  VARIABLE  SECURITIES;  DILUTIVE  ISSUANCES.  For so long as any
Warrants remain outstanding, the Company shall use best efforts to cause ShellCo
not to,  in any  manner,  issue or sell  any  rights,  warrants  or  options  to
subscribe  for or purchase  Common Stock or directly or  indirectly  convertible
into or  exchangeable or exercisable for Common Stock at a price which varies or
may vary with the market price of the Common  Stock,  including by way of one or
more  reset(s) to any fixed price  unless the  conversion,  exchange or exercise
price of any such  security  cannot  be less  than the  Closing  Sale  Price (as
defined in the  Warrants)  of the Common  Stock on the Trading  Day  immediately
prior to the execution of this  Agreement  (as adjusted for stock splits,  stock
dividends,  reverse  stock  splits,  recapitalizations,   reclassifications  and
similar events).  Notwithstanding the foregoing  sentence,  ShellCo is permitted
hereby to issue the  Warrants  provided  for hereby  and the Notes and  Warrants
under the Convertible Note Offering,  which provide in certain circumstances for
adjustments to their exercise and conversion prices,


                                       19
<PAGE>

as applicable. For so long as any Warrants remain outstanding, the Company shall
use best  efforts to cause  ShellCo not to, in any manner,  enter into or affect
any  Dilutive  Issuance  (as  defined  in the  Warrants)  if the  effect of such
Dilutive  Issuance is to cause  ShellCo to be required to issue upon exercise of
any  Warrant  any shares of Common  Stock in excess of that  number of shares of
Common  Stock which  ShellCo may issue upon  exercise  of the  Warrants  without
breaching ShellCo's  obligations under the rules or regulations of the Principal
Market or the stock exchange or automated  quotation system upon which ShellCo's
shares of Common Stock are traded,  including,  without limitation,  any and all
discounted issuance rules, if applicable. As used herein, "STOCKHOLDER APPROVAL"
shall mean the affirmative vote by stockholders  holding no less than a majority
of the voting power of the Common Stock approving  resolutions providing for the
Company's  issuance of all of the  Securities  as described  in the  Transaction
Documents in accordance with applicable law and the rules and regulations of the
Principal Market.  "PRINCIPAL MARKET" shall mean the Initial Principal Market or
other  Eligible  Market on which the Common Stock is designated for quotation or
listed and principally trades.

            (j) CORPORATE EXISTENCE.  For so long as any Buyer beneficially owns
any  Warrants,  the Company  shall use best efforts to cause ShellCo to maintain
its  corporate  existence  and  shall not sell all or  substantially  all of the
Company's  assets,  except in the event of a merger or  consolidation or sale of
all or  substantially  all of the  Company's  assets,  where  the  surviving  or
successor entity in such transaction assumes the Company's obligations hereunder
and under the agreements and instruments entered into in connection herewith.

            (k)  RESERVATION  OF  SHARES.  For so long  as any  Buyer  owns  any
Warrants,  and  contingent  on the Reverse  Split,  the  Company  shall use best
efforts to cause ShellCo to take all actions necessary to at all times after the
Closing Date have authorized,  and reserved for the purpose of issuance, no less
than 130% of the sum of (i) the number of shares of Common Stock  issuable  upon
conversion of all of the Convertible  Notes, (ii) the number of shares of Common
Stock issuable upon exercise of the  Convertible  Notes'  Warrants  issued,  and
(iii)  the  number  of shares of Common  Stock  issuable  upon  exercise  of the
Convertible  Notes' Warrants (without taking into account any limitations on the
conversion of the  Convertible  Notes or exercise of the Warrants or Convertible
Notes'  Warrants set forth in the  Convertible  Notes,  Warrants and Convertible
Notes' Warrants, respectively).

            (l) CONDUCT OF BUSINESS.  The  business of ShellCo,  the Company and
their  Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any  governmental  entity,  except where such violations would not
result, either individually or in the aggregate, in a Material Adverse Effect.

            (m) NO ADDITIONAL REGISTERED SECURITIES. From the Closing Date until
the date that is 90 Trading Days following the Effective Date (as defined in the
Registration  Rights  Agreement),  neither  ShellCo nor the Company  will file a
registration  statement  under  the 1933  Act,  or allow  any such  registration
statement  to become  effective,  in  respect of any  securities  other than the
Registration Statement contemplated by the Registration Rights Agreement and the
registration  rights  agreement in respect of the Common PIPE Offering  and/or a
registration statement on Form S-8.


                                       20
<PAGE>

            (n) OTC BULLETIN BOARD.  The Company shall cause ShellCo to use best
efforts to comply with the rules of the Principal Market.

            (o) GENERAL SOLICITATION. None of the Company, any of its affiliates
(as defined in Rule 501(b) under the 1933 Act) or any person  acting  within the
scope of their  delegated  authority on behalf of the Company or such  affiliate
will  solicit any offer to buy or offer or sell the  Securities  by means of any
form of general  solicitation  or  general  advertising  within  the  meaning of
Regulation  D,  including:  (i) any  advertisement,  article,  notice  or  other
communication  published  in  any  newspaper,  magazine  or  similar  medium  or
broadcast  over  television  or radio;  and (ii) any  seminar or  meeting  whose
attendees have been invited by any general solicitation or general advertising.

            (p)  CONSENTS.  Each  Buyer  hereby  acknowledges,  that  it is  the
intention of the Company to use its best efforts to cause ShellCo to cause there
to  occur as  reasonably  promptly  as  practicable  after  the  Merger  becomes
effective (i) a Reverse Split in respect of the Common Shares  pursuant to which
11.226 shares of Common Stock prior to the Reverse Split would be converted into
and become one share of Common  Stock  immediately  after the Reverse  Split and
(ii) to  change  the name of  ShellCo  to  "Summit  Global  Logistics,  Inc." In
connection therewith,  the numbers of shares of Common Stock for which the Notes
are convertible and the Warrants and Convertible Notes' Warrants are exercisable
shall be adjusted as shall the "Conversion  Price" or "Exercise Price" therefor,
as  applicable  (as  more  specifically  provided  in  the  Notes,  Warrants  or
Convertible  Notes'  Warrants,  as  applicable) in the same ratio as the Reverse
Split.  Likewise, the number of shares of Common Stock originally subscribed for
hereunder and issued pursuant  hereto shall be adjusted  pursuant to the Reverse
Split.  If the consent of the Buyers,  or any of them shall be required in order
to effect the  Reverse  Split  and/or to change  the name of the  Company as set
forth above, the Buyer agrees to take such actions as the Company or ShellCo may
deem reasonably necessary to effect such stockholder actions.

      5.    REGISTER; TRANSFER AGENT INSTRUCTIONS.

            (a) REGISTER. The Company shall use best efforts to cause ShellCo to
maintain at its principal  executive  offices (or such other office or agency of
ShellCo as it may designate), a register for the Common Shares and the Warrants,
in which  ShellCo  shall record the name and address of the Person in whose name
the Common  Shares and the  Warrants  have been issued  (including  the name and
address  of each  transferee),  the face  amount of Common  Shares  held by such
Person, the number of Warrant Shares issuable upon exercise of the Warrants held
by such Person and the number of Common Shares held by such Person.  The Company
shall use best efforts to cause  ShellCo to keep the register open and available
at all times  during  business  hours for  inspection  of any Buyer or its legal
representatives.

            (b) TRANSFER AGENT INSTRUCTIONS.  The Company shall use best efforts
to cause ShellCo to issue instructions to its transfer agent, and any subsequent
transfer  agent,  which  instructions  shall be consistent with Section 2(g) and
shall instruct such transfer  agent and any  subsequent  transfer agent to issue
certificates or credit shares to the applicable  balance  accounts at DTC in the
name of each Buyer or its respective nominee(s),  for the Common Shares, and the
Warrant  Shares  issued at the Closing or upon  exercise of the Warrants in such
amounts as specified from time to time by each Buyer to ShellCo upon exercise of
the Warrants in the form


                                       21
<PAGE>

of EXHIBIT D attached  hereto (the "TRANSFER AGENT  INSTRUCTIONS").  The Company
warrants  that  no  instruction  other  than  the  Irrevocable   Transfer  Agent
Instructions referred to in this Section 5(b), and stop transfer instructions to
give  effect to  Section  2(g),  including  in the event  that the  Registration
Statement  ceases to be  effective,  will be given by  ShellCo  to its  transfer
agent,  and that the Securities  shall  otherwise be freely  transferable on the
books and records of ShellCo,  subject to compliance with applicable  securities
laws, as and to the extent provided in this Agreement and the other  Transaction
Documents.  If a Buyer effects a sale,  assignment or transfer of the Securities
in  accordance  with Section  2(g),  the Company shall use best efforts to cause
ShellCo to permit the transfer and shall promptly instruct its transfer agent to
issue one or more  certificates  or  credit  shares  to the  applicable  balance
accounts  at DTC in such name and in such  denominations  as  specified  by such
Buyer to effect such sale, transfer or assignment.  In the event that such sale,
assignment or transfer  involves Common Shares or Warrant Shares sold,  assigned
or transferred  pursuant to an effective  registration  statement or pursuant to
Rule 144, and Buyer  provides  evidence of compliance  with Rule 144  reasonably
acceptable  to  Company  and  ShellCo,  the  transfer  agent  shall,  subject to
compliance with applicable  securities laws, issue such Securities to the Buyer,
assignee or transferee,  as the case may be, without any restrictive legend. The
Company  acknowledges on behalf of itself and ShellCo that a breach by it of its
obligations   hereunder  will  cause   irreparable   harm  to  affected  Buyers.
Accordingly,  the Company  acknowledges on behalf of itself and ShellCo that the
remedy at law for a breach of its  obligations  under this  Section 5(b) will be
inadequate  and  agrees,  in the event of a breach or  threatened  breach by the
Company or ShellCo of the  provisions  of this Section  5(b),  that any affected
Buyers shall be entitled,  in addition to all other  available  remedies,  to an
order and/or injunction  restraining any breach and requiring immediate issuance
and  transfer,  without the  necessity of showing  economic loss and without any
bond or other security being required.

      6.    CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

            The  obligations  of  the  Company  hereunder  are  subject  to  the
satisfaction,  at  or  before  the  Closing  Date,  of  each  of  the  following
conditions,  provided that these  conditions are for the Company's and ShellCo's
benefit  and may be waived by the  Company  or ShellCo at any time in their sole
discretion by providing each Buyer with prior written notice thereof:

            (a) Such Buyer shall have executed each of the Transaction Documents
to which it is a party and delivered the same to the Company.

            (b) Such Buyer and each other  Buyer  shall  have  delivered  to the
Company the Purchase Price for the Common Shares and the related  Warrants being
purchased by such Buyer and each other Buyer) at the Closing by wire transfer of
immediately  available  funds  pursuant  to the wire  instructions  provided  by
ShellCo.

            (c) The  representations  and warranties of such Buyer shall be true
and  correct in all  material  respects  (except for those  representations  and
warranties that are qualified by materiality or Material  Adverse Effect,  which
shall be true and  correct in all  respects)  as of the date when made and as of
the Closing  Date as though made at that time  (except for  representations  and
warranties  that speak as of a specific  date,  each of which  shall be true and
correct as of such date),  and such Buyer shall have  performed,  satisfied  and
complied in all material respects with the covenants,  agreements and conditions
required by this  Agreement to be performed,  satisfied or complied with by such
Buyer at or prior to the Closing Date provided


                                       22
<PAGE>

that  the  materiality  qualifier  set  forth  in  this  sentence  shall  not be
applicable  to (i) the  conditions  set forth in this  Section 6 (which shall be
satisfied  in all  respects  satisfactory  to  Company)  or (ii) any  covenants,
agreements or conditions that are already subject to a materiality qualifier.

            (d) ShellCo shall have executed and delivered the Joinder Agreement.

            (e) The Reorganization shall have been consummated.

      7.    CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.

            The obligation of each Buyer hereunder to purchase the Common Shares
and the related  Warrants at the Closing is subject to the  satisfaction,  at or
before the Closing  Date,  of each of the  following  conditions,  provided that
these  conditions  are for each  Buyer's  sole benefit and may be waived by such
Buyer at any time in its sole  discretion  by  providing  the Company with prior
written notice thereof:

            (a) Each of the Company, ShellCo and each of their Subsidiaries,  to
the extent each is a party  thereto,  shall have  executed and delivered to such
Buyer each of the Transaction Documents.

            (b) ShellCo  shall have  executed  and  delivered  to such Buyer the
Common  Shares (in such  denominations  as such  Buyer  shall  request)  and the
related  Warrants  (in such  denominations  as such Buyer shall  request)  being
purchased by such Buyer at the Closing pursuant to this Agreement.

            (c) Such Buyer  shall have  received  the  opinion of Brown  Rudnick
Berlack Israels LLP, the Company's and ShellCo's  outside  counsel,  Brownstein,
Hyatt & Farber, FMI International  Inc.'s outside counsel and the Law Offices of
Cecilia L. Yu & Associates, the Tug Companies' outside counsel, each dated as of
the Closing Date, in substantially the form of EXHIBIT E attached hereto.

            (d)  ShellCo  shall  have  delivered  to  such  Buyer  a copy of the
Transfer Agent  Instructions,  in the form of EXHIBIT D attached  hereto,  which
instructions  shall  have been  delivered  to and  acknowledged  in  writing  by
ShellCo's transfer agent.

            (e) The  Company and ShellCo  shall have  delivered  to such Buyer a
certificate   evidencing  the  incorporation,   partnership  or  formation,   as
applicable,  and good standing of the Company,  each Target and ShellCo and each
of their  Subsidiaries in such entity's  jurisdiction of formation issued by the
Secretary of State (or  comparable  office) of such  jurisdiction,  as of a date
within 10 days of the Closing Date.

            (f) The  Company and ShellCo  shall have  delivered  to such Buyer a
certificate evidencing the Company's,  each Target's and ShellCo's qualification
as a foreign  entity and good  standing  issued by the Secretary of State of the
State of its  organization  (or comparable  office) and of each  jurisdiction in
which  ShellCo,  the  Company or such Target is required to qualify as a foreign
entity, each as of a date within 30 days of the Closing Date.


                                       23
<PAGE>

            (g)  Each of  ShellCo,  the  Company  and  each  Target  shall  have
delivered to such Buyer a certified copy of the certificate of  incorporation as
certified by the Secretary of State of the State of its  organization  within 10
days of the Closing Date.

            (h) Each of the  Company and ShellCo  shall have  delivered  to such
Buyer a  certificate,  executed by the  Secretary of such entity and dated as of
the Closing  Date,  as to (i) the  resolutions  consistent  with Section 3(b) as
adopted by the Company's Board of Directors in a form  reasonably  acceptable to
such Buyer, (ii) the Certificate of Incorporation and (iii) the Bylaws,  each as
in effect at the Closing, in the form attached hereto as EXHIBIT F.

            (i) The  representations  and  warranties of the Company and ShellCo
shall  be  true  and  correct  in  all  material   respects  (except  for  those
representations  and  warranties  that are qualified by  materiality or Material
Adverse Effect,  which shall be true and correct in all respects) as of the date
when made and as of the  Closing  Date as though  made at that time  (except for
representations  and warranties which speak as of a specific date, each of which
shall be true and  correct  as of such  date) and the  Company  or  ShellCo,  as
applicable shall have performed, satisfied and complied in all material respects
with the  covenants,  agreements  and  conditions  required  by the  Transaction
Documents to be performed, satisfied or complied with by such entity at or prior
to the Closing Date. Such Buyer shall have received a certificate  delivered and
executed by the  President of each of the Company and  ShellCo,  dated as of the
Closing  Date,  to the  foregoing  effect and as to such other matters as may be
reasonably requested by such Buyer in the form attached hereto as EXHIBIT G.

            (j)  ShellCo  shall  have  delivered  to such  Buyer a  letter  from
ShellCo's  transfer  agent  certifying  the  number of  shares  of Common  Stock
outstanding  as of a date  within five days of the  Closing  Date before  giving
effect to the transactions contemplated hereby.

            (k) The Company and ShellCo  shall have  obtained all  governmental,
regulatory or third party consents and approvals, if any, necessary for the sale
of the Common Shares and the Warrants.

            (l) The Common Stock (i) shall be designated for quotation or listed
on an Eligible Market and (ii) shall not have been suspended,  as of the Closing
Date,  by the SEC or such Eligible  Market from trading on such Eligible  Market
nor shall suspension by the SEC or such Eligible Market have been threatened, as
of the Closing Date, either (A) in writing by the SEC or such Eligible Market or
(B) by falling  below any  minimum  maintenance  requirements  of such  Eligible
Market.

            (m) The Company or ShellCo shall have filed a Certificate  of Merger
with the Delaware  Secretary of State whereby Merger Sub will be merged with and
into the  Company,  pursuant  to which the holders of equity  securities  of the
Company will receive, in the aggregate, 12,854,893 shares of Common Stock (prior
to giving  effect  to the  Reverse  Split)  (the  "SHARE  EXCHANGE"),  and,  the
shareholders  of the Company,  immediately  prior to the Merger,  will own, on a
fully-diluted  basis  following  completion of the Merger,  not less than 51% of
ShellCo's common equity.


                                       24
<PAGE>

            (n) The  Company  shall have  delivered  to each Buyer a copy of the
consolidated  audited  financial  statements  of the  Company  and a copy of the
consolidated  audited financial statements of the Targets prepared in accordance
with  GAAP for the  periods  ended  December  31,  2004 and  December  31,  2005
(provided  that in the case of Tug,  no balance  sheet  shall be  provided as of
December 31, 2004), which financial  statements shall contain an opinion of such
auditor prepared in accordance with generally accepted auditing standards (which
opinion shall be without (x) a "going concern" qualification or exception or (y)
any qualification or exception as to the scope of such audit. ShellCo shall have
delivered  to  each  Buyer  a  copy  of the  consolidated  pro  forma  financial
statements of ShellCo for the periods ended the periods ended  December 31, 2004
and December 31, 2005,  which financial  statements  shall contain an opinion of
such auditor prepared in accordance with generally  accepted auditing  standards
(which opinion shall be without any  qualification  or exception as to the scope
of such audit).

            (o) Each  executive  officer  and officer of ShellCo who assumes the
duties of any such  executive  officer  after the date hereof shall have entered
into  employment  agreements with the Company and ShellCo in the form of EXHIBIT
H. and the Lock-up Agreement in the form of EXHIBIT C.

            (p) There shall not have developed, occurred, or come into effect or
existence  after  June 30,  2006 any  change,  or any  development  involving  a
prospective  change,  in or  affecting  the  position of the Company or ShellCo,
financial or  otherwise,  that has had, or would be expected to have, a Material
Adverse Effect.

            (q) ShellCo shall have executed and delivered a joinder agreement to
this  Agreement,  in the form of EXHIBIT I hereto,  dated as of the Closing Date
(the "JOINDER  AGREEMENT"),  to the effect that upon the Closing (i) each of the
representations  and  warranties  made by the  Company  set  forth in  Section 3
hereof, MUTATIS MUTANDIS,  shall be true and correct as if each reference to the
Company in such representations and warranties was a reference to ShellCo,  (ii)
ShellCo  assumes all covenants and  obligations  of ShellCo set forth herein and
(iii) ShellCo  assumes all covenants  and  obligations  of the Company set forth
herein (including,  without limitation,  all indemnification  obligations) as if
each obligation of the Company and each reference  thereto  contained  elsewhere
herein was an obligation of and a reference to ShellCo.

            (r)  Any  and  all  equity  securities  and  derivative   securities
convertible or exercisable into equity  securities of ShellCo or the Company and
outstanding prior to the Closing shall have been, concurrently with the Closing,
cancelled or terminated. See SCHEDULE 3(O).

            (s) The  Company  shall  have  delivered  to such  Buyer  such other
documents  relating to the  transactions  contemplated by this Agreement as such
Buyer or its counsel may reasonably request.

      8.    TERMINATION.  In the event  that the Closing shall not have occurred
in respect of a Buyer on or before ten (10) Business Days from the date accepted
by the Company,  due to the  Company's  or such  Buyer's  failure to satisfy the
conditions  set forth in  Sections 6 and 7 above (and the  nonbreaching  party's
failure to waive such unsatisfied  condition(s)),  the nonbreaching  party shall
have the option to terminate this Agreement in respect of such


                                       25
<PAGE>

breaching  party at the close of business on such date without  liability of any
party to any other party.

      9.    MISCELLANEOUS.

            (a)  GOVERNING  LAW;   JURISDICTION;   JURY  TRIAL.   All  questions
concerning the construction,  validity,  enforcement and  interpretation of this
Agreement  shall be  governed  by the  internal  laws of the  State of New York,
without  giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other  jurisdictions)  that would cause
the  application  of the laws of any  jurisdictions  other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts  sitting in The City of New York,  Borough of Manhattan
for the adjudication of any dispute hereunder or in connection  herewith or with
any transaction  contemplated hereby or discussed herein, and hereby irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted by law. The Company  hereby  appoints
Corporation  Service  Company  as its agent for  service of Process in New York.
EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO
REQUEST,  A JURY  TRIAL FOR THE  ADJUDICATION  OF ANY  DISPUTE  HEREUNDER  OR IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.

            (b)  COUNTERPARTS.  This  Agreement  may be  executed in two or more
identical  counterparts,  all of  which  shall  be  considered  one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered to the other  party;  provided  that a facsimile  signature
shall be  considered  due  execution  and shall be  binding  upon the  signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

            (c) HEADINGS.  The headings of this Agreement are for convenience of
reference only and shall not form part of, or affect the interpretation of, this
Agreement.

            (d)  SEVERABILITY.  If any  provision  of this  Agreement  shall  be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

            (e) ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement  supersedes all
other prior oral or written agreements  between the Buyers,  the Company,  their
affiliates  and  Persons  acting  on their  behalf  in  respect  of the  matters
discussed  herein,  and  this  Agreement,  the  Transaction  Documents  and  the
instruments referenced herein contain the entire understanding of the parties


                                       26
<PAGE>

in respect of the matters covered herein and therein and, except as specifically
set  forth  herein or  therein,  neither  the  Company  nor any Buyer  makes any
representation, warranty, covenant or undertaking in respect of such matters. No
provision  of this  Agreement  may be  amended  other than by an  instrument  in
writing signed by the Company and the holders of Common Shares  representing  at
least a majority of the amount of the Common Shares, or, if prior to the Closing
Date, the Buyers listed on the Schedule of Buyers as being obligated to purchase
at least a majority of the amount of the Common  Shares.  No  provision  of this
Agreement may be amended  other than by an  instrument in writing  signed by the
Company and the holders of at least 66-2/3% of the Shares issued hereunder,  and
any amendment to this Agreement  made in conformity  with the provisions of this
Section  9(e)  shall be binding on all  Buyers  and  holders of  Securities,  as
applicable.  No provision  hereof may be waived other than by an  instrument  in
writing  signed  by the  party  against  whom  enforcement  is  sought.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the holders of the applicable  Securities  then  outstanding.  No  consideration
shall be  offered  or paid to any  Person  to amend or  consent  to a waiver  or
modification  of any provision of any of the  Transaction  Documents  unless the
same  consideration  also is  offered to all of the  parties to the  Transaction
Documents, holders of Common Shares, or holders of the Warrants, as the case may
be. The Company has not,  directly or indirectly,  made any agreements  with any
Buyers relating to the terms or conditions of the  transactions  contemplated by
the Transaction Documents except as set forth in the Transaction Documents.

            (f) NOTICES. Any notices,  consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered personally provided same is on a Business Day and, if not, on the next
Business Day; (ii) upon receipt,  when sent by facsimile (provided  confirmation
of transmission is mechanically or electronically  generated and kept on file by
the sending  party)  provided same is on a Business Day and, if not, on the next
Business  Day;  (iii) one Business Day after  deposit with an overnight  courier
service,  in each case  properly  addressed to the party to receive the same; or
(iv) if sent by certified mail, return receipt requested, when received or three
(3) days after deposited in the mails, whichever occurs first. The addresses and
facsimile numbers for such communications shall be:

      If to the Company:

            Maritime Logistics US Holdings Inc.
            547 Boulevard
            Kenilworth, NJ 07033
            Telephone: (908) 497-0280
            Facsimile: (908) 497-0295
            Attention: Robert Agresti

      With a copy to:

            Brown Rudnick Berlack Israels LLP
            One Financial Center
            Boston, MA  02111
            Telephone: (617) 856-8200
            Facsimile: (617) 856-8201
            Attention: Raymer McQuiston, Esq.
                       John G. Nossiff, Esq.


                                       27
<PAGE>

If to a Buyer, to its address and facsimile  number set forth on the Schedule of
Buyers, with copies to such Buyer's representatives as set forth on the Schedule
of Buyers,

      with a copy (for informational purposes only) to:

            Schulte Roth & Zabel LLP
            919 Third Avenue
            New York, New York  10022
            Telephone: (212) 756-2000
            Facsimile: (212) 593-5955
            Attention: Eleazer N. Klein, Esq.

or to such other address and/or facsimile number and/or to the attention of such
other Person as the  recipient  party has  specified by written  notice given to
each  other  party  five (5) days  prior to the  effectiveness  of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided  by an  overnight  courier  service  shall be  rebuttable  evidence  of
personal  service,  receipt by facsimile  or receipt  from an overnight  courier
service in accordance with clause (i), (ii) or (iii) above, respectively.

            (g) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure  to the  benefit  of the  parties  and  their  respective  successors  and
permitted  assigns,  including  any  purchasers  of  the  Common  Shares  or the
Warrants.  The  Company  shall  not  assign  this  Agreement  or any  rights  or
obligations  hereunder  without the prior  written  consent of the holders of at
least 66-2/3% of the aggregate number of Shares issued  hereunder,  including by
way of a Fundamental  Transaction  (unless the Company is in compliance with the
applicable  provisions  governing  Fundamental  Transactions  set  forth  in the
Warrants).  Subject to compliance with applicable  securities  laws, a Buyer may
assign  some or all of its  rights  hereunder  and under  the other  Transaction
Documents without the consent of the Company, in which event such assignee shall
be deemed to be a Buyer  hereunder  and  thereunder  in respect of such assigned
rights  provided that Buyer provide  Company and ShellCo with written  notice of
such  assignment  within  ten  (10)  Business  Days  after  such  assignment  is
consummated.

            (h) NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person except to the extent set forth in Section 9(k).

            (i) SURVIVAL.  Unless this Agreement is terminated  under Section 8,
the  representations  and warranties of the Company and the Buyers  contained in
Sections 2 and 3 and the  agreements and covenants set forth in Sections 4, 5, 8
and 9 shall survive the Closing and the


                                       28
<PAGE>

delivery  and  exercise  of  Securities,  as  applicable.  Each  Buyer  shall be
responsible  only  for  its  own  representations,  warranties,  agreements  and
covenants hereunder.

            (j) FURTHER ASSURANCES. Each party shall do and perform, or cause to
be done and performed,  all such further acts and things,  and shall execute and
deliver all such other agreements,  certificates,  instruments and documents, as
any other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

            (k) INDEMNIFICATION.  In consideration of each Buyer's execution and
delivery of the  Transaction  Documents and acquiring the Securities  thereunder
and in addition to all of the Company's other  obligations under the Transaction
Documents,  unless this  Agreement is  terminated  under  Section 8 hereof,  the
Company, on behalf of itself and ShellCo, shall defend,  protect,  indemnify and
hold  harmless  each Buyer and each other  holder of the  Securities  and all of
their stockholders, partners, members, officers, directors, employees and direct
or  indirect  investors  and  any of the  foregoing  Persons'  agents  or  other
representatives  (including,  without  limitation,  those retained in connection
with  the  transactions  contemplated  by  this  Agreement)  (collectively,  the
"INDEMNITEES")  from and against any and all actions,  causes of action,  suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection therewith  (irrespective of whether any such Indemnitee is a party to
the  action  for which  indemnification  hereunder  is  sought),  and  including
reasonable  attorneys' fees and disbursements  (the "INDEMNIFIED  LIABILITIES"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a)
any  misrepresentation  or breach of any  representation or warranty made by the
Company  or  ShellCo  in any  Transaction  Document  or any  other  certificate,
instrument  or document  contemplated  hereby or thereby,  (b) any breach of any
covenant,  agreement or  obligation  of the Company or ShellCo  contained in any
Transaction   Document  or  any  other   certificate,   instrument  or  document
contemplated hereby or thereby or (c) any cause of action, suit or claim brought
or made against such Indemnitee by a third party (including for these purposes a
derivative  action  brought on behalf of the Company or ShellCo) and arising out
of or resulting from (i) the execution,  delivery, performance or enforcement of
any  Transaction  Document  or any other  certificate,  instrument  or  document
contemplated hereby or thereby,  (ii) any transaction financed or to be financed
in whole or in part,  directly or indirectly,  with the proceeds of the issuance
of the Securities, or (iii) the status of such Buyer or holder of the Securities
as  an  investor  in  the  Company  or  ShellCo  pursuant  to  the  transactions
contemplated  by the  Transaction  Documents.  To the extent that the  foregoing
undertaking  by the Company  may be  unenforceable  for any reason,  the Company
shall make the maximum  contribution to the payment and  satisfaction of each of
the Indemnified  Liabilities  which is permissible under applicable law provided
that the Company  shall not be obligated to indemnify  such Buyer or  Collateral
Agent for any Indemnified  Liabilities caused by the gross negligence or willful
misconduct  of any Buyer or  Collateral  Agent.  Except as  otherwise  set forth
herein,  the mechanics and  procedures in respect of the rights and  obligations
under this Section 9(k) shall be the same as those set forth in Section 6 of the
Registration Rights Agreement.

            (l) NO STRICT  CONSTRUCTION.  The language  used in the  Transaction
Documents  will be deemed to be the  language  chosen by the  parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.


                                       29
<PAGE>

            (m)  REMEDIES.  Each Buyer and each holder of the  Securities  shall
have all rights and  remedies  set forth in the  Transaction  Documents  and all
rights and  remedies  which such holders have been granted at any time under any
other  agreement or contract and all of the rights which such holders have under
any law.  Any Person  having any rights under any  provision  of this  Agreement
shall be entitled to enforce such rights specifically (without posting a bond or
other security),  to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights granted by law. Furthermore, the
Company  recognizes  on behalf of itself and  ShellCo  that in the event that it
fails to perform,  observe, or discharge any or all of its obligations under the
Transaction  Documents,  any remedy at law may prove to be inadequate  relief to
the Buyers.  The Company  therefore  agrees that the Buyers shall be entitled to
seek  temporary  and  permanent  injunctive  relief in any such case without the
necessity  of  proving  actual  damages  and  without  posting  a bond or  other
security.

            (n) RESCISSION AND WITHDRAWAL RIGHT. Notwithstanding anything to the
contrary  contained in (and  without  limiting  any similar  provisions  of) the
Transaction Documents, whenever any Buyer exercises a right, election, demand or
option under a Transaction  Document and the Company does not timely perform its
related  obligations  within the periods therein  provided,  then such Buyer may
rescind  or  withdraw,  in its sole  discretion  from time to time upon  written
notice to the Company,  any relevant  notice,  demand or election in whole or in
part without prejudice to its future actions and rights.

            (o)  PAYMENT  SET ASIDE.  To the extent  that the Company or ShellCo
makes a payment or  payments to the Buyers  hereunder  or pursuant to any of the
other  Transaction  Documents  or the Buyers  enforce or exercise  their  rights
hereunder  or  thereunder,  and such payment or payments or the proceeds of such
enforcement  or  exercise  or any part  thereof  are  subsequently  invalidated,
declared to be fraudulent or preferential,  set aside, recovered from, disgorged
by or are required to be refunded,  repaid or otherwise restored to the Company,
a  trustee,  receiver  or any other  Person  under any law  (including,  without
limitation,  any bankruptcy  law,  foreign,  state or federal law, common law or
equitable  cause of  action),  then to the  extent of any such  restoration  the
obligation or part thereof originally  intended to be satisfied shall be revived
and  continued  in full force and effect as if such payment had not been made or
such enforcement or setoff had not occurred.

            (p)  INDEPENDENT  NATURE OF  BUYERS'  OBLIGATIONS  AND  RIGHTS.  The
obligations  of each Buyer under any  Transaction  Document  are several and not
joint with the obligations of any other Buyer, and no Buyer shall be responsible
in any way for the  performance of the  obligations of any other Buyer under any
Transaction  Document.  Nothing  contained  herein or in any  other  Transaction
Document,  and no action taken by any Buyer pursuant hereto or thereto, shall be
deemed to  constitute  the  Buyers as a  partnership,  an  association,  a joint
venture or any other kind of entity, or create a presumption that the Buyers are
in any way acting in concert or as a group in respect of such obligations or the
transactions   contemplated  by  the  Transaction   Documents  and  the  Company
acknowledges  on behalf of itself and ShellCo  that the Buyers are not acting in
concert  or as a group  in  respect  of  such  obligations  or the  transactions
contemplated  by the  Transaction  Documents.  Each Buyer  confirms  that it has
independently  participated in the  negotiation of the transaction  contemplated
hereby  with the advice of its own  counsel  and  advisors.  Each Buyer shall be
entitled to  independently  protect and enforce its rights,  including,  without
limitation,  the  rights  arising  out of  this  Agreement  or out of any  other
Transaction


                                       30
<PAGE>

Documents,  and it shall not be necessary for any other Buyer to be joined as an
additional party in any proceeding for such purpose.

                            [SIGNATURE PAGE FOLLOWS]


                                       31
<PAGE>

      IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

MARITIME LOGISTICS US HOLDINGS INC.               ADDRESS FOR NOTICE:


By:__________________________________________
   Name:
   Title:

With a copy to (which shall not constitute notice):

Brown Rudnick Berlack Israels LLP
One Financial Center
Boston, MA  02111
Telephone: (617) 856-8200
Facsimile: (617) 856-8201
Attention: Raymer McQuiston, Esq.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                        SIGNATURE PAGE FOR BUYERS FOLLOW]

                [Signature Page to Securities Purchase Agreement]

<PAGE>

         [BUYER SIGNATURE PAGES TO MARITIME LOGISTICS US HOLDINGS, INC.
                         SECURITIES PURCHASE AGREEMENT]

      IN WITNESS WHEREOF,  the undersigned have caused this Securities  Purchase
Agreement to be duly executed by their respective  authorized  signatories as of
the date first indicated above.

IF THE PURCHASER IS AN INDIVIDUAL, AND IF PURCHASED AS JOINT TENANTS, AS TENANTS
IN COMMON, OR AS COMMUNITY PROPERTY:

____________________________                ______________________________
Print Name(s)                               Social Security Number(s)

___________________________                 ______________________________
Signature(s) of Purchaser(s)                Signature

IF THE PURCHASER IS A PARTNERSHIP,  CORPORATION,  LIMITED  LIABILITY  COMPANY OR
TRUST:

Name of Purchaser: _____________________________________________________________

SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER: ________________________________

Name of Authorized Signatory: __________________________________________________

Title of Authorized Signatory: _________________________________________________

FOR ALL PURCHASERS:

Email Address of Purchaser: ____________________________________________________

Fax Number of Purchaser: _______________________________________________________

Address for Notice of Purchaser:

Address for Delivery of Securities for Purchaser (if not same as above):

Subscription Amount ($):______________________________

Number of Units (each consisting of 100 shares of Common Stock and
Warrants to purchase 75 shares of Common Stock) being purchased:

___________________________

<PAGE>

                                                                         ANNEX A

                                CLOSING STATEMENT

Pursuant to the attached  Securities  Purchase  Agreement,  dated as of the date
hereto,  the  Purchasers  shall  purchase up to  $50,000,000 of Common Stock and
Warrants  from  ShellCo  (the  "COMPANY").  All funds will be wired  pursuant to
instructions from [ShellCo]. All funds will be disbursed in accordance with this
Closing Statement.

DISBURSEMENT DATE: __________ ___, 2006

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

I. PURCHASE PRICE

                         GROSS PROCEEDS TO BE RECEIVED          $

II.  DISBURSEMENTS

                                                                $
                                                                $
                                                                $
                                                                $
                                                                $

TOTAL AMOUNT DISBURSED:                                         $

WIRE INSTRUCTIONS:

Payee:

Citibank N.A. ABA #021000089
[330 Madison Avenue; New York, New York 10017],

for further credit to Law Debenture a/c #27633756;

reference: a/c # 80049 (contact: B. Treyger 212-750-6474)

<PAGE>

                       MARITIME LOGISTICS US HOLDINGS INC.
                        ACCREDITED INVESTOR CERTIFICATION

                          FOR INDIVIDUAL INVESTORS ONLY
           (ALL INDIVIDUAL INVESTORS MUST INITIAL WHERE APPROPRIATE):

INITIAL _______   I certify that I have a net worth (including home, furnishings
                  and  automobiles) in excess of $1 million either  individually
                  or through  aggregating  my  individual  holdings and those in
                  which I have a joint,  community  property  or  other  similar
                  shared ownership interest with my spouse.

INITIAL _______   I certify  that I have had an annual gross income for the past
                  two years of at least  $200,000 (or  $300,000  jointly with my
                  spouse) and expect my income (or joint income, as appropriate)
                  to reach the same level in the current year.

INITIAL _______   I  certify  that  I am a  director  or  executive  officer  of
                  [ShellCo] (the "COMPANY").

                          FOR NON-INDIVIDUAL INVESTORS
         (ALL NON-INDIVIDUAL INVESTORS MUST INITIAL WHERE APPROPRIATE):

INITIAL _______   The   undersigned   certifies   that  it  is  a   partnership,
                  corporation,  limited liability company or business trust that
                  is 100% owned by persons who meet either of the  criteria  for
                  Individual Investors, above.

INITIAL _______   The   undersigned   certifies   that  it  is  a   partnership,
                  corporation,  limited liability company or business trust that
                  has total assets of at least $5 million and was not formed for
                  the purpose of investing in the Company.

INITIAL _______   The undersigned  certifies that it is an employee benefit plan
                  whose  investment  decision  is made by a plan  fiduciary  (as
                  defined in ERISA  ss.3(21))  that is a bank,  savings and loan
                  association,   insurance  company  or  registered   investment
                  adviser.

INITIAL _______   The undersigned  certifies that it is an employee benefit plan
                  whose total  assets  exceed  $5,000,000  as of the date of the
                  Subscription Agreement.

INITIAL _______   The undersigned certifies that it is a self-directed  employee
                  benefit  plan whose  investment  decisions  are made solely by
                  persons  who  meet  either  of  the  criteria  for  Individual
                  Investors, above.

INITIAL _______   The undersigned certifies that it is a U.S. bank, U.S. savings
                  and loan association or other similar U.S.  institution acting
                  in its individual or fiduciary capacity.

INITIAL _______   The   undersigned   certifies  that  it  is  a   broker-dealer
                  registered pursuant to ss.15 of the Securities Exchange Act of
                  1934.

INITIAL _______   The undersigned certifies that it is an organization described
                  in ss.501(c)(3) of the Internal Revenue Code with total assets
                  exceeding  $5,000,000 and not formed for the specific  purpose
                  of investing in the Company.

INITIAL _______   The undersigned certifies that it is a trust with total assets
                  of at least $5,000,000, not formed for the specific purpose of
                  investing in the Company,  and whose purchase is directed by a
                  person with such  knowledge  and  experience  in financial and
                  business  matters that he is capable of evaluating  the merits
                  and risks of the prospective investment.

<PAGE>

INITIAL _______   The  undersigned  certifies that it is a plan  established and
                  maintained  by a state or its political  subdivisions,  or any
                  agency or  instrumentality  thereof,  for the  benefit  of its
                  employees, and which has total assets in excess of $5,000,000.

INITIAL _______   The undersigned  certifies that it is an insurance  company as
                  defined in ss.2(13) of the Securities Act of 1933, as amended,
                  or a registered investment company.

<PAGE>

                                   MEMORANDUM
                           WIRE TRANSFER AUTHORIZATION

TO: Operations Manager

    _________________________

RE: Client Wire Transfer Authorization
    Maritime Logistics US Holdings Inc.

DATE: _____________, 2006

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

This  memorandum  authorizes the transfer of the following  listed funds from my
________________ Account as follows:

      ________________ Account # ______________________

      Wire Amount $______________________

[BANK]
ACCT. NAME:

ABA NUMBER: __________________

A/C NUMBER: __________________

REFERENCE:

SUBSCRIBER LEGAL NAME
______________________________________________________
TAX ID NUMBER
______________________________________________________
SUBSCRIBER ADDRESS
______________________________________________________
FBO: _________________________________________________
Investment Title: ____________________________________
Signature: ___________________________________________
Signature: ___________________________________________
(Joint Signature)

<PAGE>

                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
  (1)                  (2)                      (3)                (4)                  (5)                        (6)
                                             NUMBER OF
                                          COMMON SHARES     NUMBER OF WARRANT
                                         PRIOR TO REVERSE    SHARES PRIOR TO                             LEGAL REPRESENTATIVE'S
 BUYER    ADDRESS AND FACSIMILE NUMBER         SPLIT          REVERSE SPLIT       PURCHASE PRICE      ADDRESS AND FACSIMILE NUMBER
-----------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                            <C>                 <C>                <C>                   <C>
</TABLE>

<PAGE>

                                    EXHIBITS

Exhibit A  Form of Warrants
Exhibit B  Form of Registration Rights Agreement
Exhibit C  Form of Lockup Agreement
Exhibit D  Form of Transfer Agent Instructions
Exhibit E  Forms of Legal Opinions
Exhibit F  Form of Secretary's Certificate
Exhibit G  Form of Officer's Certificate
Exhibit H  Form of Employment Agreement
Exhibit I  Form of Joinder Agreement

<PAGE>

                                    SCHEDULES

Schedule 3(a)  List of Subsidiaries
Schedule 3(l)  Conduct of Business; Regulatory Permits
Schedule 3(n)  Transactions with Affiliates
Schedule 3(o)  Equity Capitalization; Debt
Schedule 3(p)  Indebtedness and Other Contracts
Schedule 3(r)  Insurance
Schedule 3(t)  Title
Schedule 3(x)  Tax Status