EXHIBIT 10.33

                INDEMNIFICATION, DIRECTOR AND FOUNDERS AGREEMENT

      This  Indemnification and Founders Agreement,  made and entered into as of
this 8th day of  November,  2006  ("Agreement"),  by and between  Summit  Global
Logistics, Inc. (formerly,  Aerobic Creation Inc.) , a Delaware corporation (the
"Company"), Maritime Logistics US Holdings Inc., a Delaware corporation ("MLI"),
and Raymer McQuiston (the "Indemnitee" or "Mr. McQuiston").

            WHEREAS,  the  Company is or intends to be a third  party  logistics
provider; and MLI is a logistics company that the Company has acquired as of the
date hereof through its  wholly-owned  acquisition  subsidiary,  and MLI and its
founders  have raised on behalf of the Company  funds  sufficient to finance the
acquisition  of  certain  logistics  companies,   and  MLI  intends  to  acquire
additional  logistics  companies,   if  and  when,  such  opportunities  present
themselves;

      WHEREAS,  the  Indemnitee  is a  founder  of  MLI  ("Founder"),  and  as a
condition to the founders,  including the Founder, entering into this Agreement,
the  Reorganization,  Acquisitions,  and  Financings  (each as  defined  in that
certain private  placement memorandum  dated October 23, 2006),  the Company has
agreed  to pay a  premium  to the  founders  of MLI in the  event of a change in
control  (not  approved  by the Board ) of the  Company  prior to the fifth year
anniversary of this Agreement;

      WHEREAS,  highly competent persons are reluctant to serve  corporations as
directors,  officers  or in  other  capacities  unless  they are  provided  with
adequate  protection  through  insurance  or  adequate  indemnification  against
inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of the corporation;

      WHEREAS, the current  impracticability of obtaining adequate insurance and
the uncertainties  relating to indemnification  have increased the difficulty of
attracting and retaining such persons;

      WHEREAS,  it  is  reasonable,   prudent  and  necessary  for  the  Company
contractually to obligate itself to indemnify such persons to the fullest extent
permitted  by  applicable  law so that they will serve or  continue to serve the
Company free from undue concern that they will not be so indemnified; and

      WHEREAS,  Indemnitee is willing to serve, continue to serve and to take on
additional  service  for or on  behalf  of the  Company  on the  condition  that
Indemnitee be indemnified to the fullest extent permitted.

      NOW,  THEREFORE,  in  consideration  of the  premises  and  the  covenants
contained  herein,  the Company and  Indemnitee do hereby  covenant and agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

      For purposes of this Agreement the following terms shall have the meanings
indicated:

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

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      1.02 "CORPORATE  STATUS"  describes the status of a person who is or was a
director,  officer,  employee,  agent, trustee or fiduciary of the Company or of
any other corporation,  partnership, joint venture, trust, employee benefit plan
or other  Enterprise  which such  person is or was  serving at the request or on
behalf of the Company.

      1.03  "COURT"  means the Court of Chancery of the State of  Delaware,  the
court in which the Proceeding in respect of which  indemnification  is sought by
the  Indemnitee  shall have been brought or is pending,  or another court having
subject matter jurisdiction and personal jurisdiction over the parties.

      1.04  "DISINTERESTED  DIRECTOR" means a director of the Company who is not
and was not a party to the  Proceeding  in respect of which  indemnification  is
sought by Indemnitee.

      1.05  "ENTERPRISE"  shall  mean the  Company  and any  other  corporation,
partnership,  joint venture, trust, employee benefit plan or other enterprise of
which Indemnitee is or was serving at the express written request of the Company
as a director, officer, employee, agent, trustee or fiduciary.

      1.06 "EQUITY INCENTIVE PLAN" shall mean the Summit Global Logistics,  Inc.
2006 Equity Incentive Plan, annexed as Exhibit A hereto.

      1.07  "EXPENSES"  shall  include,   without  limitation,   all  reasonable
attorneys' fees,  retainers,  court costs,  transcript  costs,  fees of experts,
witness fees, travel expenses,  duplicating  costs,  printing and binding costs,
telephone  charges,  postage,  delivery  service  fees,  facsimile  transmission
charges,  and all other  disbursements  or  expenses  of the  types  customarily
incurred in connection with  prosecuting,  defending,  preparing to prosecute or
defend, investigating or being or preparing to be a witness in a Proceeding.

      1.08 "GOOD FAITH" shall mean Indemnitee  having acted in good faith and in
a manner  Indemnitee  reasonably  believed  to be in or not  opposed to the best
interests of the Company or, in the case of an  Enterprise  which is an employee
benefit plan, the best interests of the  participants or  beneficiaries  of said
plan, as the case may be, and, with respect to any Proceeding  which is criminal
in nature,  having had no reasonable cause to believe  Indemnitee's  conduct was
unlawful.

      1.09 "IMPROPER PERSONAL BENEFIT" shall include, but not be limited to, the
personal  gain in fact by reason of a person's  Corporate  Status of a financial
profit,  monies or other  advantage  not also  accruing  to the  benefit  of the
Company or to the  stockholders  generally  and which is  unrelated to his usual
compensation including,  but not limited to, (i) in exchange for the exercise of
influence  over the  Company's  affairs,  (ii) as a result of the  diversion  of
corporate  opportunity,  or  (iii)  pursuant  to  the  use or  communication  of
confidential  or inside  information for the purpose of generating a profit from
trading in the Company's  securities.  Notwithstanding the foregoing,  "Improper
Personal Benefit" shall not include any benefit, directly or indirectly, related
to actions taken in order to evaluate,  discourage, resist, prevent or negotiate
any  transaction  with or proposal from any person or entity seeking control of,
or a controlling interest in, the Company.

      1.10  "INDEPENDENT  COUNSEL"  means a law firm, or a member of a law firm,
that is experienced  in matters of corporation  law and may include law firms or
members  thereof  that are  regularly  retained by the Company but not any other
party to the Proceeding  giving rise to a claim for  indemnification  hereunder.
Notwithstanding the foregoing,  the term "Independent Counsel" shall not include
any person who, under the standards of professional  conduct then prevailing and
applicable  to such counsel,  would have a conflict of interest in  representing
either the Company or Indemnitee in an action to determine  Indemnitee's  rights
under this Agreement.


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<PAGE>

      1.11 "OFFICER" means the president, vice presidents,  treasurer, assistant
treasurer(s),  secretary,  assistant secretary and such other executive officers
as are appointed by the board of directors of the Company or Enterprise,  as the
case may be.

      1.12  "PROCEEDING"  includes  any  action,  suit,  arbitration,  alternate
dispute resolution  mechanism,  investigation  (including any internal corporate
investigation),  administrative  hearing  or any  other  actual,  threatened  or
completed proceeding, whether civil, criminal,  administrative or investigative,
other than one initiated by Indemnitee.  For purposes of the foregoing sentence,
a "Proceeding"  shall not be deemed to have been  initiated by Indemnitee  where
Indemnitee  seeks,  pursuant  to  Article  VIII of this  Agreement,  to  enforce
Indemnitee's rights under this Agreement.

                                   ARTICLE II

                                TERM OF AGREEMENT

      This  Agreement  shall continue until and terminate upon the later of: (i)
ten (10) years  after the date that  Indemnitee  shall have ceased to serve as a
director,  officer,  employee,  agent, trustee or fiduciary of the Company or of
any other Enterprise;  or (ii) the final termination of all pending  Proceedings
in  respect  of  which  Indemnitee  is  granted  rights  of  indemnification  or
advancement of expenses hereunder and of any proceeding  commenced by Indemnitee
pursuant to Article VIII of this Agreement relating thereto.

                                   ARTICLE III

                  SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS

      3.01  SERVICES.  Indemnitee  agrees  to  serve or  continue  to serve as a
Director  or  Officer  of the  Company  for so  long as he is  duly  elected  or
appointed.  Indemnitee  may at any  time and for any  reason  resign  from  such
position (subject to any other contractual  obligation or any obligation imposed
by operation of law).

      3.02  NOTICE OF  PROCEEDING.  Indemnitee  agrees  promptly  to notify  the
Company in writing  upon being  served  with any  summons,  citation,  subpoena,
complaint, indictment,  information or other document relating to any Proceeding
or matter which may be subject to  indemnification  or  advancement  of Expenses
covered  hereunder,  but the omission so to notify the Company shall not relieve
the Company from its obligations hereunder.

                                   ARTICLE IV

                                 INDEMNIFICATION

      4.01 IN GENERAL.  To the fullest  extent  permitted by applicable  law, in
connection  with any  Proceeding,  the  Company  shall  indemnify,  and  advance
Expenses, to Indemnitee as provided in this Agreement.

      4.02 PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
Indemnitee shall be entitled to the rights of  indemnification  provided in this
Section 4.02 if, by reason of Indemnitee's  Corporate Status,  Indemnitee is, or
is threatened to be made, a party to or is otherwise involved in any Proceeding,
other than a Proceeding by or in the right of the Company.  Indemnitee  shall be
indemnified against Expenses,  judgments,  penalties,  fines and amounts paid in
settlement,  actually and reasonably  incurred by Indemnitee or on  Indemnitee's
behalf in connection with such Proceeding or any claim, issue or matter therein,
if  Indemnitee  acted in Good Faith and such  Indemnitee  has not been  adjudged
during the course of such


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<PAGE>

Proceeding to have derived an Improper  Personal Benefit from the transaction or
occurrence forming the basis of such Proceeding.

      4.03 PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.

      (a) Indemnitee shall be entitled to the rights of indemnification provided
in this Section 4.03 if, by reason of Indemnitee's Corporate Status,  Indemnitee
is, or is  threatened  to be made,  a party to or is  otherwise  involved in any
Proceeding  brought by or in the right of the  Company to procure a judgment  in
its  favor.  Indemnitee  shall  be  indemnified  against  Expenses,   judgments,
penalties,  and amounts paid in settlement,  actually and reasonably incurred by
Indemnitee  or on  Indemnitee's  behalf in  connection  with such  Proceeding if
Indemnitee  acted in Good Faith and such Indemnitee has not been adjudged during
the course of such Proceeding to have derived an Improper  Personal Benefit from
the   transaction   or  occurrence   forming  the  basis  of  such   Proceeding.
Notwithstanding the foregoing,  no such indemnification shall be made in respect
of any claim,  issue or matter in such Proceeding as to which  Indemnitee  shall
have been adjudged to be liable to the Company if applicable  law prohibits such
indemnification;   provided,  however,  that,  if  applicable  law  so  permits,
indemnification  shall  nevertheless be made by the Company in such event if and
only to the extent  that the Court  which is  considering  the  matter  shall so
determine.

      4.04  INDEMNIFICATION  OF A PARTY  WHO IS  WHOLLY  OR  PARTLY  SUCCESSFUL.
Notwithstanding  any other  provision  of this  Agreement,  to the  extent  that
Indemnitee  is, by reason of  Indemnitee's  Corporate  Status,  a party to or is
otherwise  involved in and is  successful,  on the merits or  otherwise,  in any
Proceeding,  Indemnitee shall be indemnified, to the maximum extent permitted by
law,  against all Expenses,  judgments,  penalties,  fines,  and amounts paid in
settlement,  actually and reasonably  incurred by Indemnitee or on  Indemnitee's
behalf in connection  therewith.  If Indemnitee is not wholly successful in such
Proceeding but is successful,  on the merits or otherwise, as to one or more but
less than all claims,  issues or matters in such  Proceeding,  the Company shall
indemnify  Indemnitee,  to the  maximum  extent  permitted  by law,  against all
Expenses, judgments,  penalties, fines, and amounts paid in settlement, actually
and reasonably  incurred by Indemnitee or on  Indemnitee's  behalf in connection
with each  successfully  resolved claim,  issue or matter.  For purposes of this
Section 4.04 and without  limitation,  the  termination  of any claim,  issue or
matter in such a Proceeding by dismissal,  with or without  prejudice,  shall be
deemed to be a successful result as to such claim, issue or matter.

      4.05 INDEMNIFICATION FOR EXPENSES OF A WITNESS.  Notwithstanding any other
provision  of this  Agreement,  to the extent that  Indemnitee  is, by reason of
Indemnitee's Corporate Status, a witness in any Proceeding,  Indemnitee shall be
indemnified  against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee's behalf in connection therewith.

                                    ARTICLE V

                             ADVANCEMENT OF EXPENSES

      Notwithstanding  any  provision  to the  contrary in Article VI and to the
fullest extent provided by applicable law, the Company (acting through the Chief
Executive  Officer) shall advance all reasonable  Expenses  which,  by reason of
Indemnitee's  Corporate  Status,  were incurred by or on behalf of Indemnitee in
connection with any Proceeding, within thirty (30) days after the receipt by the
Company of a statement or statements from Indemnitee  requesting such advance or
advances,  whether prior to or after final disposition of such Proceeding.  Such
statement or  statements  shall  reasonably  evidence  the Expenses  incurred by
Indemnitee  and shall include or be preceded or accompanied by an undertaking by
or on behalf of  Indemnitee  to repay any  Expenses  if it shall  ultimately  be
determined  that  Indemnitee  is not  entitled to be  indemnified  against  such
Expenses. Any advance and undertakings to repay pursuant to this Article V shall
be unsecured and interest free. Advancement of Expenses pursuant to this Article


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<PAGE>

V shall not require  approval of the Board of Directors or the  stockholders  of
the Company,  or of any other person or body. The Secretary of the Company shall
promptly advise the Board in writing of the request for advancement of Expenses,
of the amount and other  details of the advance and of the  undertaking  to make
repayment pursuant to this Article V.

                                   ARTICLE VI

                   PROCEDURES FOR DETERMINATION OF ENTITLEMENT
                    TO INDEMNIFICATION AND DEFENSE OF CLAIMS

      6.01  INITIAL  REQUEST.  To obtain  indemnification  under this  Agreement
(other than  advancement of Expenses  pursuant to Article V),  Indemnitee  shall
submit to the Company a written  request,  including  therein or therewith  such
documentation  and  information as is reasonably  available to Indemnitee and is
reasonable  necessary  to  determine  whether and to what extent  Indemnitee  is
entitled to indemnification.  The Secretary of the Company shall promptly advise
the Board in writing that Indemnitee has requested indemnification.

      6.02 METHOD OF  DETERMINATION.  A determination (if required by applicable
law  in  the  specific  case)  with  respect  to  Indemnitee's   entitlement  to
indemnification  shall be made (a) by the Board by a  majority  vote of a quorum
consisting of Disinterested  Directors, or (b) in the event that a quorum of the
Board  consisting  of  Disinterested  Directors  is not  obtainable  or, even if
obtainable,  such quorum of Disinterested  Directors so directs,  by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee,  or (c) by the holders of a majority of the votes of the outstanding
stock at the time entitled to vote on matters other than the election or removal
of directors, voting as a single class, including the stock of the Indemnitee.

      6.03 SELECTION,  PAYMENT,  DISCHARGE, OF INDEPENDENT COUNSEL. In the event
the determination of entitlement to indemnification is to be made by Independent
Counsel  pursuant to Section 6.02 of this  Agreement,  the  Independent  Counsel
shall be selected, paid, and discharged in the following manner:

            (a) The Independent  Counsel shall be selected by the Board, and the
            Company shall give written notice to Indemnitee  advising Indemnitee
            of the identity of the Independent Counsel so selected.

            (b) Following the initial selection  described in clause (a) of this
            Section  6.03,  Indemnitee  may,  within  seven (7) days  after such
            written notice of selection has been given, deliver to the Company a
            written objection to such selection.  Such objection may be asserted
            only on the ground that the Independent Counsel so selected does not
            meet the requirements of "Independent Counsel" as defined in Section
            1.10 of this  Agreement,  and the  objection  shall set  forth  with
            particularity  the factual basis of such assertion.  Absent a proper
            and  timely   objection,   the  person  so  selected  shall  act  as
            Independent   Counsel.  If  such  written  objection  is  made,  the
            Independent Counsel so selected may not serve as Independent Counsel
            unless  and until a court has  determined  that  such  objection  is
            without merit.

            (c) Either the  Company or  Indemnitee  may  petition a Court if the
            parties have been unable to agree on the  selection  of  Independent
            Counsel within twenty (20) days after  submission by Indemnitee of a
            written request for indemnification pursuant to Section 6.01 of this
            Agreement.  Such  petition  may request a  determination  whether an
            objection to the party's  selection is without merit and/or seek the
            appointment as Independent


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<PAGE>

            Counsel of a person selected by the Court or by such other person as
            the  Court  shall  designate.  A person  so  appointed  shall act as
            Independent Counsel under Section 6.03 of this Agreement.

            (d) The Company shall pay any and all reasonable fees of Independent
            Counsel  and  expenses  incurred  by  such  Independent  Counsel  in
            connection with acting  pursuant to this Agreement,  and the Company
            shall  pay  all  reasonable  fees  and  expenses   incident  to  the
            procedures of this Section  6.03,  regardless of the manner in which
            such Independent Counsel was selected or appointed.

            (e)  Upon  the  due  commencement  of  any  judicial  proceeding  or
            arbitration pursuant to Section 8.02 of this Agreement,  Independent
            Counsel   shall  be   discharged   and   relieved   of  any  further
            responsibility in such capacity (subject to the applicable standards
            of professional conduct then prevailing).

      6.04 COOPERATION.  Indemnitee shall cooperate with the person,  persons or
entity making the  determination  with respect to  Indemnitee's  entitlement  to
indemnification  under  this  Agreement,  including  providing  to such  person,
persons  or  entity  upon  reasonable   advance  request  any  documentation  or
information  which is not privileged or otherwise  protected from disclosure and
which is reasonably  available to Indemnitee  and  reasonably  necessary to such
determination.   Any  costs  or   expenses   (including   attorneys'   fees  and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company  (irrespective
of the determination as to Indemnitee's  entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

      6.05 DEFENSE OF CLAIM.  With respect to any Proceeding to which Indemnitee
shall have requested indemnification in accordance with Section 6.01:

            (a) The Company  will be entitled to  participate  in the defense at
            its own expense.

            (b) Except as otherwise provided below, the Company jointly with any
            other indemnifying party will be entitled to assume the defense with
            counsel reasonably satisfactory to Indemnitee. After notice from the
            Company to the Indemnitee of its election to assume the defense of a
            suit,  the Company will not be liable to the  Indemnitee  under this
            Agreement for any legal or other expenses  subsequently  incurred by
            the  Indemnitee  in  connection  with the defense of the  Proceeding
            other  than  reasonable  costs  of  investigation  or  as  otherwise
            provided  below.  The Indemnitee  shall have the right to employ his
            own  counsel in such  Proceeding  but the fees and  expenses of such
            counsel  incurred after notice from the Company of its assumption of
            the defense shall be at the expense of the Indemnitee unless (i) the
            employment of counsel by the Indemnitee  has been  authorized by the
            Company,  (ii) the Indemnitee  shall have concluded  reasonably that
            there may be a conflict  of  interest  between  the  Company and the
            Indemnitee  in the  conduct of the  defense of such  action and such
            conclusion is confirmed in writing by the Company's  outside counsel
            regularly  employed by it in connection  with  corporate  matters or
            (iii) the Company shall not in fact have employed  counsel to assume
            the defense of such Proceeding,  in each of which cases the fees and
            expenses  of counsel  shall be at the  expense of the  Company.  The
            Company  shall  not  be  entitled  to  assume  the  defense  of  any
            Proceeding  brought by or in the right of the Company or as to which
            the


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<PAGE>

            Indemnitee shall have made the conclusion provided for in (ii) above
            and such  conclusion  shall have been so confirmed by the  Company's
            said outside counsel.

            (c) Notwithstanding any provision of this Agreement to the contrary,
            the Company  shall not be liable to indemnify the  Indemnitee  under
            this Article of any amounts paid in settlement of any  Proceeding or
            claim effected  without its written  consent.  The Company shall not
            settle any  Proceeding or claim in any manner which would impose any
            penalty,  limitation or  disqualification  of the Indemnitee for any
            purpose  without  the  Indemnitee's  written  consent.  Neither  the
            Company nor the Indemnitee will unreasonably  withhold their consent
            to any proposed settlement.

      6.06  PAYMENT.  If  it  is  determined  that  Indemnitee  is  entitled  to
indemnification  not covered by defense of the claim afforded under Section 6.05
above,  payment  to  Indemnitee  shall be made  within  ten (10) days after such
determination.

                                   ARTICLE VII

                 PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

      7.01  BURDEN  OF  PROOF.  In  making  a  determination   with  respect  to
entitlement to indemnification hereunder, the person or persons or entity making
such determination  shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee  has submitted a request for  indemnification
in accordance  with Section 6.01 of this  Agreement,  and the Company shall have
the burden of proof to overcome that  presumption in connection  with the making
by  any  person,  persons  or  entity  of any  determination  contrary  to  that
presumption.

      7.02 EFFECT OF OTHER PROCEEDINGS.  The termination of any Proceeding or of
any  claim,  issue  or  matter  therein,  by  judgment,   order,  settlement  or
conviction,  or upon a plea of guilty or of NOLO  CONTENDERE or its  equivalent,
shall not (except as otherwise  expressly  provided in this Agreement) of itself
adversely  affect  the  right  of  Indemnitee  to  indemnification  or  create a
presumption that Indemnitee did not act in Good Faith.

      7.03 RELIANCE AS SAFE HARBOR.  For purposes of any  determination  of Good
Faith,  Indemnitee  shall be deemed to have acted in Good Faith if  Indemnitee's
action is based on the records or books of account of the Enterprise,  including
financial  statements,  or on information supplied to Indemnitee by the Officers
of the  Enterprise  in the  course of their  duties,  or on the  advice of legal
counsel for the Enterprise or on information or records given or reports made to
the Enterprise by an independent  certified public accountant or by an appraiser
or other expert selected with reasonable care by the Enterprise.  The provisions
of this  Section 7.03 shall not be deemed to be exclusive or to limit in any way
the other  circumstances  in which the  Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.

      7.04 ACTIONS OF OTHERS.  The knowledge and/or actions,  or failure to act,
of  any  director,  Officer,  employee,  agent,  trustee  or  fiduciary  of  the
Enterprise  shall not be imputed to Indemnitee for purposes of  determining  the
right to indemnification under this Agreement.

                                  ARTICLE VIII

                             REMEDIES OF INDEMNITEE

      8.01 APPLICATION. This Article VIII shall apply in the event of a Dispute.
For purposes of this Article, "Dispute", shall mean any of the following events:


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<PAGE>

            (a) a determination is made pursuant to Article VI of this Agreement
            that  Indemnitee  is not  entitled  to  indemnification  under  this
            Agreement;

            (b) advancement of Expenses is not timely made pursuant to Article V
            of this Agreement;

            (c) the  determination of entitlement to be made pursuant to Section
            6.02 of this  Agreement  has not been made  within  sixty  (60) days
            after receipt by the Company of the request for indemnification;

            (d) payment of  indemnification is not made pursuant to Section 4.05
            of this Agreement  within ten (10) days after receipt by the Company
            of a written request therefor; or

            (e) notice of election  by the Company to assume  defense of a claim
            as provided  for in Section 6.05 or payment of  indemnification,  as
            the case may be, is not given or made  within  ten (10) days after a
            determination   has  been  made  that   Indemnitee  is  entitled  to
            indemnification  or such  determination  is deemed to have been made
            pursuant to Article VI of this Agreement.

      8.02 ADJUDICATION. In the event of a Dispute, Indemnitee shall be entitled
to an adjudication in an appropriate  Court of Indemnitee's  entitlement to such
indemnification  or  advancement  of  Expenses.  Alternatively,  Indemnitee,  at
Indemnitee's  option,  may seek an award in  arbitration  to be  conducted  by a
single arbitrator pursuant to the rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in
arbitration  within one hundred  eighty (180) days  following  the date on which
Indemnitee  first has the right to  commence  such  proceeding  pursuant to this
Section 8.02. The Company shall not oppose  Indemnitee's  right to seek any such
adjudication or award in arbitration.

      8.03 DE NOVO  REVIEW.  In the event that a  determination  shall have been
made pursuant to Article VI of this Agreement that Indemnitee is not entitled to
indemnification,  any judicial  proceeding or arbitration  commenced pursuant to
this Article  VIII shall be  conducted  in all  respects as a DE NOVO trial,  or
arbitration,  on the merits and Indemnitee  shall not be prejudiced by reason of
that adverse determination.  In any such proceeding or arbitration,  the Company
shall  have  the  burden  of  proving  that   Indemnitee   is  not  entitled  to
indemnification or advancement of Expenses, as the case may be.

      8.04 COMPANY BOUND. If a  determination  shall have been made or deemed to
have been made  pursuant  to Article VI of this  Agreement  that  Indemnitee  is
entitled to indemnification, the Company shall be bound by such determination in
any judicial  proceeding or arbitration  absent (i) a misstatement by Indemnitee
of a material  fact,  or any  omission  of a  material  fact  necessary  to make
Indemnitee's statement not materially misleading, in connection with the request
for  indemnification,  or  (ii) a  prohibition  of  such  indemnification  under
applicable law.

      8.05  PROCEDURES  VALID.  The Company shall be precluded from asserting in
any judicial  proceeding or arbitration  commenced pursuant to this Article VIII
that the procedures and  presumptions  of this Agreement are not valid,  binding
and  enforceable  and  shall  stipulate  in any such  court or  before  any such
arbitrator that the Company is bound by all the provisions of this Agreement.

      8.06 EXPENSES OF ADJUDICATION.  In the event that Indemnitee,  pursuant to
this Article VIII,  seeks a judicial  adjudication of or an award in arbitration
to enforce  Indemnitee's rights under, or to recover damages for breach of, this
Agreement, Indemnitee shall be entitled to


                                      -- 8
<PAGE>

recover from the Company,  and shall be indemnified by the Company against,  any
and all  expenses  (of the types  described  in the  definition  of  Expenses in
Section 1.07 of this Agreement)  actually and reasonably  incurred by Indemnitee
in such adjudication or arbitration, but only if Indemnitee prevails therein. If
it shall be determined in such  adjudication  or arbitration  that Indemnitee is
entitled to receive part but not all of the  indemnification  or  advancement of
Expenses  sought,  the expenses  incurred by Indemnitee in connection  with such
adjudication or arbitration shall be appropriately prorated.

                                   ARTICLE IX

                     NON-EXCLUSIVITY, INSURANCE, SUBROGATION

      9.01  NON-EXCLUSIVITY.  The  rights  of  indemnification  and  to  receive
advancement  of  Expenses  as  provided  by this  Agreement  shall not be deemed
exclusive  of any other rights to which  Indemnitee  may at any time be entitled
under  applicable  law, the  Certificate  of  Incorporation,  the  By-Laws,  any
agreement, a vote of shareholders or a resolution of directors, or otherwise. No
amendment,  alteration,  rescission  or  replacement  of this  Agreement  or any
provision  hereof shall be effective as to Indemnitee with respect to any action
taken or omitted by such  Indemnitee in Indemnitee's  Corporate  Status prior to
such amendment, alteration, rescission or replacement.

      9.02 INSURANCE.  The Company may maintain an insurance  policy or policies
against liability arising out of this Agreement or otherwise.

      9.03  SUBROGATION.  In the event of any payment under this Agreement,  the
Company  shall be  subrogated to the extent of such payment to all of the rights
of recovery of  Indemnitee,  who shall execute all papers  required and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.

      9.04 NO  DUPLICATIVE  PAYMENT.  The Company shall not be liable under this
Agreement to make any payment of amounts  otherwise  indemnifiable  hereunder if
and to the extent that Indemnitee has otherwise  actually  received such payment
under any insurance policy, contract, agreement or otherwise.

                                    ARTICLE X

                               FOUNDERS AGREEMENT

      10.1  FOUNDERS  FUNDAMENTAL  TRANSACTION  PAYMENT.  As a condition  to the
founders entering into this Agreement,  the  Reorganization,  Acquisitions,  and
Financings (each as defined in that certain private  placement  memorandum dated
October  23,  2006),  if a  Fundamental  Transaction  occurs  (that has not been
approved by the Board of  Directors  of the  Company) at any time on or prior to
the end of Year 5, and, in connection therewith, the purchase price per share of
Common  Stock  offered to the  holders of the Common  Stock (the "Sale Price Per
Share")  equals or exceeds  Ten United  States  Dollars  (US$10)  per share (the
"Initial  Share  Price"),  then the Company  shall pay to the Founder,  promptly
following  the  occurrence  of  the  Fundamental   Transaction,   an  amount  in
immediately available funds equal to the product of the amount by which the Sale
Price Per Share of the Common Stock in the Fundamental  Transaction  exceeds the
Initial Share Price multiplied by the number of issued and outstanding shares of
Common  Stock  owned  by the  Founder,  or the  Founder's  wholly-owned  limited
liability  company,  that were received as merger  consideration  as of the date
hereof as set  forth in  Schedule  A hereto  (the  "Shares").  For  purposes  of
calculating the Founders  Fundamental  Transaction  Payment,  the Sale Price Per
Share of the  Common  Stock  shall be  capped  at Thirty  United  Sates  Dollars
(US$30). The Company or its successor shall pay the Founder the amount herein no
later than ten (10) days after the closing of the Fundamental


                                      -- 9
<PAGE>

Transaction.  For purposes of this Section 10.1, "Fundamental Transaction" means
that  the  Company  shall,  directly  or  indirectly,  in  one or  more  related
transactions effected after the Effective Date consolidate or merge with or into
(whether or not the Company is the surviving  corporation) another Person; sell,
assign, transfer, convey or otherwise dispose of all or substantially all of the
properties  or assets of the  Company to  another  Person;  be the  subject of a
purchase,  tender or  exchange  offer by another  Person that is accepted by the
holders  of more  than 50% of the  outstanding  shares  of  voting  stock of the
Company;  consummate a stock purchase  agreement or other  business  combination
(including, without limitation, a reorganization,  recapitalization, spin-off or
scheme or  arrangement)  with another Person whereby such other Person  acquires
more than the 50% of the outstanding  shares of common stock of the Company;  or
reclassify  or change  the  outstanding  shares of common  stock of the  Company
(other than a change in par value, or from par value to no par value, or from no
par value to par value,  or as a result of a  subdivision  or  combination).  In
addition, a "Fundamental  Transaction" shall occur if, after the Effective Date,
any "person" or "group" (as these terms are used for purposes of Sections  13(d)
and 14(d) of the Exchange Act) shall become the  "beneficial  owner" (as defined
in Rule 13d-3 under the Exchange  Act),  directly or  indirectly,  of 50% of the
aggregate  ordinary voting power  represented by issued and  outstanding  common
stock of the Company. This founder's payment is not conditioned on employment in
the Company.

                                   ARTICLE XI

                               DIRECTORS AGREEMENT

      11.01 APPOINTMENT. The stockholders of the Company and the Company as sole
stockholder of MLI, hereby  appoints Mr.  McQuiston as a director of each of the
Company and MLI, and as a member of the  acquisitions  committee,  with the full
power and authority to act on behalf of such board of  directors,  to the extent
permitted by law. Mr. McQuiston is appointed the Secretary of the Company,  MLI,
AMR Investments,  Inc.,  Summit  International  Logistics,  Inc., TUG USA, Inc.,
AmeRussia Shipping Inc., and SeaMaster Logistics, Inc.

      11.02 TERM. This Agreement shall commence as of the date hereof, and shall
continue in effect thereafter until terminated by either party.

      11.03   COMPENSATION.   As  compensation  for  Mr.  McQuiston's   services
hereunder, the Company shall pay Mr. McQuiston at the usual and customarily fees
and rates of such other  directors  that provide  services to the  Company.  The
Company shall reimburse Mr. McQuiston for all out-of-pocket expenses incurred in
discharging his  responsibilities  as a director and committee member, and under
this  Agreement.  On or about the date  hereof,  or as soon as  administratively
practicable thereafter, Director shall receive grants under the Equity Incentive
Plan as follows:

      (i) NON-QUALIFIED  STOCK OPTIONS.  A grant of a Nonqualified Stock Option,
      as defined in the Equity  Incentive  Plan, in respect of 136,000 shares of
      Common Stock,  pursuant to an option grant agreement  annexed as Exhibit B
      hereto, in consideration for his services on the acquisition committee.

      (ii) STOCK  APPRECIATION  RIGHTS.  A grant of 102,000  Stock  Appreciation
      Rights,  as defined in the Equity  Incentive  Plan, each in respect of one
      share of Common  Stock,  pursuant  to a Stock  Appreciation  Rights  grant
      agreement annexed as Exhibit C hereto.  The parties intend that such grant
      cover the approximate combined federal and state


                                     -- 10
<PAGE>

      income  tax  liability  associated  with both (i) the  number of shares of
      Common  Stock  with  respect  to which the  Nonqualified  Stock  Option is
      exercised  and (ii) the number of shares of Common  Stock  underlying  the
      exercise  of the  Stock  Appreciation  Rights  used  to pay  for  the  tax
      liability under clause (i).

All such grants and/or  awards shall conform to the terms and  conditions of the
Equity Incentive Plan and the annexed grant agreements  between the Director and
the Company.  In its  discretion,  the Committee or Compensation  Committee,  as
defined in the Equity Incentive Plan, may make additional awards to the Director
from time to time. If the Equity  Incentive  Plan is  terminated  for any reason
whatsoever,  whether by the Company or any other Person,  the Director  shall be
entitled  to the  benefits  due to him  under  Exhibits  B and C,  respectively,
hereto,  notwithstanding  the  termination  of such Plan.  For  purposes  of the
immediately  preceding  sentence,  the termination of the Equity  Incentive Plan
shall result in all unvested  Nonqualified  Stock Options and Stock Appreciation
rights granted to the Director under Exhibits B and C, respectively, to be fully
vested and exercisable.

      11.04 D&O INSURANCE.  During the entirety of Term, the Company shall cause
Mr. McQuiston to be covered by and named as an insured or as a member of a class
of insured  under any policy or contract of  insurance  obtained by it to insure
its directors and officers against  personal  liability for acts or omissions in
connection  with  service as an officer or director of the Company or service in
other  capacities at its request ("D&O Insurance  Coverage").  The D&O Insurance
Coverage  provided to Mr.  McQuiston  shall be of the same scope and on the same
terms and  conditions  as the  coverage (if any)  provided to other  officers or
directors of the Company and shall continue for six (6) years and for so long as
Mr. McQuiston shall be subject to personal  liability  relating to such service.
Attached  hereto as EXHIBIT D is a true and accurate  copy of the D&O  Insurance
Coverage.

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

      11.06 BROWN  RUDNICK  BERLACK  ISRAELS LLP. The parties  acknowledge  that
Director is serving on the board as an individual  and not as a partner of Brown
Rudnick Berlack Israels LLP. Director,  as of the date hereof, does not and will
no longer provide legal representation to the Company. The Company confirms that
it has been  advised of the danger that the  attorney-client  privilege  may not
cover some communications,  such as business advice. Specifically,  N.Y. Op. 589
(1988) requires that a lawyer serving on the board of a client advise the client
of the danger that the privilege may not cover some communications.  The Company
acknowledges  and  consents to Brown  Rudnick  Berlack  Israels LLP and Director
representing  competitors  in the Company's  industry,  or clients who deal with
those competitors. Director will not perform legal


                                     -- 11
<PAGE>

work for the  Company,  be involved  in the billing of the Company or  supervise
others  doing  so.   Director   will  recuse   himself  from  Company  or  board
deliberations concerning the selection of outside counsel and payment of fees to
Brown Rudnick  Berlack  Israels LLP,  litigation  being handled by Brown Rudnick
Berlack  Israels  LLP,  disputes/matters  dealing  with  other  clients of Brown
Rudnick Berlack Israels LLP in connection with the Company.  The attorney-client
privilege  does not  extend to  actions  Director  takes as a board  member.  If
Director is asked to give legal advice during the board  meeting,  he should not
give it, but seek the opinion of someone who does provide  legal  representation
to the Company.  Mr. McQuiston's  Founder shares are less than 1% of the Company
on a fully diluted basis.  Brown Rudnick Berlack Israels LLP has agreed that Mr.
McQuiston may purchase $25,000 of Common Stock pursuant to the private placement
memorandum dated October 23, 2006.

                                   ARTICLE XII

                               GENERAL PROVISIONS

      12.01  SUCCESSORS AND ASSIGNS.  This  Agreement  shall be binding upon the
Company  and its  successors  and  assigns  and shall  inure to the  benefit  of
Indemnitee  and  Indemnitee's  legal   representatives,   heirs,  executors  and
administrators.

      12.02 SEVERABILITY. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever:

            (a) the  validity,  legality  and  enforceability  of the  remaining
            provisions of this Agreement  (including  without  limitation,  each
            portion  of any  Section  of  this  Agreement  containing  any  such
            provision held to be invalid, illegal or unenforceable,  that is not
            itself invalid,  illegal or  unenforceable)  shall not in any way be
            affected or impaired thereby; and

            (b) to the fullest extent possible, the provisions of this Agreement
            (including,  without limitation, each portion of any Section of this
            Agreement containing any such provision held to be invalid,  illegal
            or   unenforceable,   that  is  not  itself   invalid,   illegal  or
            unenforceable) shall be construed so as to give effect to the intent
            manifested by the provision held invalid, illegal or unenforceable.

      12.03 NO ADEQUATE  REMEDY.  The parties  declare that it is  impossible to
measure in money the damages  which will  accrue to either  party by reason of a
failure to perform any of the obligations  under this Agreement.  Therefore,  if
either party shall  institute any action or proceeding to enforce the provisions
hereof,  such party  against whom such action or  proceeding  is brought  hereby
waives the claim or defense that the other party has an adequate  remedy at law,
and such  party  shall not urge in any such  action or  proceeding  the claim or
defense that the other party has an adequate remedy at law.

      12.04  HEADINGS.  The headings of the  paragraphs  of this  Agreement  are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

      12.05 MODIFICATION AND WAIVER. No supplement, modification or amendment of
this  Agreement  shall be  binding  unless  executed  in  writing by both of the
parties  hereto.  No waiver of any of the provisions of this Agreement  shall be
deemed or shall constitute a waiver of any


                                     -- 12
<PAGE>

other  provisions  hereof  (whether  or  not  similar)  nor  shall  such  waiver
constitute a continuing waiver.

      12.06 INTEGRATION. This Agreement, unless otherwise provided herein, shall
form the entire  agreement  between the parties  and shall  supersede  all prior
agreements, oral discussions,  promises and representations,  whether in writing
or otherwise.

      12.07 NOTICES.  All notices,  requests,  demands and other  communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered  by hand and  receipted  for by the party to whom said notice or other
communication  shall  have  been  directed,  (ii)  sent  by  prepaid  commercial
overnight courier,  or (iii) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed:

      If to Indemnitee/Founder, to:  As shown with Indemnitee's Signature below.

      If to the Company, to:         Summit Global Logistics, Inc.
                                     547 Boulevard
                                     Kenilworth, New Jersey 07033
                                     Attention: President

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

      12.08  GOVERNING  LAW.  The  parties  agree that this  Agreement  shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State  of  Delaware  without  application  of the  conflict  of laws  principles
thereof.

      12.09  REPRESENTATIONS  AND WARRANTIES.  In order to induce  Indemnitee to
enter into this  Agreement,  the Company  represents  and warrants to Indemnitee
that as of the date of this Agreement:

            (a) The  Company  has  full  power,  authority  and  legal  right to
      execute, deliver and perform its obligations under this Agreement;

            (b) The Company has taken all  necessary  actions to  authorize  the
      execution, delivery and performance of this Agreement;

            (c) This Agreement has been duly executed and delivered on behalf of
      the Company;

            (d)  This  Agreement  constitutes  the  legal,  valid,  and  binding
      obligation of the Company; and

            (e) The Company has authorized, to the fullest extent possible under
      existing applicable law, the indemnification provisions herein in favor of
      Indemnitee including, without limitation, by appropriate vote, as required
      by  applicable  law or  charters  and  by-laws,  of the  shareholders  and
      directors  of the  Company,  and by  inclusion  in each of the its charter
      and/or by-laws, the appropriate provisions.


                                     -- 13
<PAGE>

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

                                                 SUMMIT GLOBAL LOGISTICS, INC.


                                                 By: ___________________________
                                                 Name:__________________________
                                                 Title:


                                                 INDEMNITEE

                                                 _______________________________
                                                 Raymer McQuiston
                                                 35 William Penn Road
                                                 Warren, NJ 07059


                                     -- 14
<PAGE>

                                   SCHEDULE A

                                     229,658

<PAGE>

                                    EXHIBIT A

                          SUMMIT GLOBAL LOGISTICS, INC.
                           2006 EQUITY INCENTIVE PLAN

1. PURPOSE AND ELIGIBILITY.  The purpose of this 2006 Equity Incentive Plan (the
"Plan") of Summit Global Logistics, Inc., a Delaware corporation (the "COMPANY")
is to provide stock options,  stock issuances and other equity  interests in the
Company (each, an "AWARD") to (a) Employees,  officers, Directors,  consultants,
independent contractors, and advisors of the Company or any Parent or Subsidiary
thereof,  and (b) any other  Person who is  determined  by the  Committee of the
Board of Directors of the Company (the  "BOARD") to have made (or is expected to
make)  contributions  to the Company or any Parent or  Subsidiary  thereof.  Any
person  to  whom  an  Award  has  been  granted  under  the  Plan  is  called  a
"PARTICIPANT."  Additional  definitions  are  contained in Section 2 and certain
other Sections of the Plan.

2. CERTAIN DEFINITIONS.

      a. "AFFILIATE" shall mean

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

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

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

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

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

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

            i.    material act of dishonesty with respect to the Business Entity
                  that employs the Participant;

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

<PAGE>

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

      f.  "CHANGE IN  CONTROL"  shall  mean the  occurrence  of the first  step,
including,  but not limited to, commencement of negotiations,  in a process that
results in any one of the following events:

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

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

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

            iv.   a majority of the directors  comprising the entire Board as of
                  the Effective Date changes  during any 12-month  period (other
                  than a Qualified Successor);

            v.    a  reorganization,  merger,  or  consolidation  in  which  the
                  Company is a party;

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

            vii.  the bankruptcy, liquidation or dissolution of the Company; or

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

      g. "CODE" means the Internal  Revenue  Code of 1986,  as amended,  and any
regulations promulgated thereunder.

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

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


                                       2
<PAGE>

      j. "COMPANY" shall mean Summit Global  Logistics,  Inc., and any successor
thereto,  and, for purposes of Awards other than Incentive Stock Options,  shall
include any other business venture in which the Company has a direct or indirect
significant interest, as determined by the Committee in its sole discretion.

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

      l.  "DESIGNATED  BENEFICIARY"  shall mean the beneficiary  designated by a
Participant,  in accordance  with Section 15h hereof,  to receive amounts due or
exercise rights of the Participant in the event of the  Participant's  death. In
the absence of an effective designation by a Participant, Designated Beneficiary
shall mean the Participant's estate.

      m.  "DETERMINATION  PERIOD"  shall mean,  with respect to any  Performance
Period, a period commencing on or before the first day of the Performance Period
and ending not later than the earlier of (i) 90 days after the  commencement  of
the Performance  Period and (ii) the date on which twenty-five  percent (25%) of
the  Performance  Period has been  completed.  Any action  required  to be taken
within a Determination  Period may be taken at a later date if permissible under
Section 162(m) of the Code or regulations promulgated thereunder, as they may be
amended from time to time.

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

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

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

      q. "EFFECTIVE DATE" shall mean the date specified in Section 15c hereof.

      r.  "EMPLOYEE"  shall  mean an  employee  of the  Company or any Parent or
Subsidiary thereof,  but only if the employee is reported as such on the payroll
records of such entity.

      s.  "EMPLOYMENT   AGREEMENT"  shall  mean  the  Participant's   employment
agreement  with the  Business  Entity that employs him or her as in effect as of
the Effective Date.

      t. "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

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

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

            i.    without the Participant's prior written consent,  any material
                  diminution   in  the   Participant's   authority,   duties  or
                  responsibilities,  including  those  pertaining  to his or her
                  status as a director, if applicable,  provided,  however, that
                  prior to any  termination  pursuant to this Section 2ui.,  the
                  applicable  Business  Entity  must  be  given  notice  by  the
                  Participant of his/her  objection to such material  diminution
                  and no less than 20 days to cure the same;


                                       3
<PAGE>

            ii.   any failure by the Business  Entity to pay the Participant any
                  portion  of the  Base  Salary  to  which  the  Participant  is
                  entitled  under  Section  2b or  any  payments  to  which  the
                  Participant is entitled under his or her employment agreement,
                  if   applicable,   provided,   however,   that  prior  to  any
                  termination on account of the non-payment of Base Salary,  the
                  Business Entity must be given no less than 30 days to cure the
                  same;

            iii.  without  the   Participant's   prior  written   consent,   the
                  relocation  of  the  principal  place  of  the   Participant's
                  employment  to a location more than 30 miles from the Business
                  Entity  Location where the individual was working  immediately
                  prior to the relocation; or

            iv.   a  material  breach  by the  Company  of  any of the  material
                  provisions of this Plan, provided,  however, that prior to any
                  termination  pursuant to this Section  2uiv.,  the  applicable
                  Business  Entity must be given  notice by the  Participant  of
                  such  acts or  omissions  and no less than 20 days to cure the
                  same.

      w.  "PARENT"  shall mean,  in the case of an  Incentive  Stock  Option,  a
"parent  corporation,"  within the meaning of Section  424(e) of the Code,  with
respect to the  Company,  and in all other  instances,  an entity,  directly  or
indirectly, in Control of the Company.

      x. "PERFORMANCE PERIOD" shall mean a one (1), two (2), three (3), four (4)
or five (5) fiscal or calendar  year or other 12  consecutive  month  period for
which performance goals are established pursuant to Article IV.

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

      z.  "PLAN"  shall mean the Summit  Global  Logistics,  Inc.,  2006  Equity
Incentive Plan, as set forth herein, as it may be amended from time to time.

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

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

      cc.  "SUBSIDIARY"  shall mean, in the case of an Incentive Stock Option, a
"subsidiary corporation," within the meaning of Section 424(f) of the Code, with
respect to the  Company,  and in all other  instances,  an entity,  directly  or
indirectly, Controlled by the Company.

      dd.  "VESTING  PERIOD" shall mean a continuous  period of time pursuant to
which an Award is partially or fully forfeitable to the Company.

3. ADMINISTRATION.

      a.  GENERAL.  The  Plan  shall  be  administered  by  the  Committee.  The
Committee,  in its sole discretion,  shall have the authority to grant and amend
Awards,  to adopt,  amend and repeal rules relating to the Plan and to interpret
and correct the provisions of the Plan and any Award.

      b. POWERS AND RESPONSIBILITIES.  Subject to the express limitations of the
Plan, the Committee shall have the following  discretionary  powers,  rights and
responsibilities, in addition to those described in Section 3a.:


                                       4
<PAGE>

            i.    to  construe  and  determine  the   respective   Stock  Option
                  Agreements, other Agreements, Awards and the Plan;

            ii.   to prescribe, amend and rescind rules and regulations relating
                  to the Plan and any Awards;

            iii.  to determine the extent to which Award vesting schedules shall
                  be  accelerated  or Award payments made to, or forfeited by, a
                  Participant in the event of (A) the Participant's  termination
                  of  employment  with the  Company or any Parent or  Subsidiary
                  thereof due to  Disability,  Retirement,  death,  Good Reason,
                  Cause  or other  reason,  or (B) a Change  in  Control  of the
                  Company;

            iv.   to determine the terms and provisions of the respective  Stock
                  Option Agreements, other Agreements and Awards, which need not
                  be identical;

            v.    to grant Awards to  Participants  based upon the attainment of
                  performance   goals   that   do  not   constitute   "objective
                  performance goals" within the meaning of Section 162(m);

            vi.   to grant Awards that are Options or Stock Appreciation  Rights
                  based solely upon a Vesting Schedule; and

            vii.  to  make  all  other  determinations  in the  judgment  of the
                  Committee  necessary or desirable for the  administration  and
                  interpretation of the Plan.

            The  Committee  may  correct  any defect or supply any  omission  or
            reconcile  any  inconsistency  in the  Plan or in any  Stock  Option
            Agreement,  other Agreement or Award in the manner and to the extent
            it shall  deem  expedient  to  carry  the  Plan,  any  Stock  Option
            Agreement,  other Agreement or Award into effect and it shall be the
            sole  and  final  judge of such  expediency.  All  decisions  by the
            Committee  shall be final and  binding  on all  interested  persons.
            Neither the Company nor any member of the Committee  shall be liable
            for any action or determination relating to the Plan.

      c.  DELEGATION  OF POWER.  The  Committee  may delegate some or all of its
power and authority  hereunder to the President and Chief  Executive  Officer of
the Company or other  executive  officer of the  Company  or, with  respect to a
Subsidiary,  the  shareholders  of  such  Subsidiary,  as  the  Committee  deems
appropriate.  Notwithstanding the foregoing, with respect to any person who is a
"covered  employee"  within the meaning of Section 162(m) of the Code or who, in
the Committee's  judgment, is likely to be a covered employee at any time during
the applicable  Performance Period, only the Committee shall be permitted to (i)
designate such person to participate  in the Plan for such  Performance  Period,
(ii) establish  performance goals and Awards for such person,  and (iii) certify
the  achievement  of such  performance  goals.  For purposes of the  immediately
preceding sentence,  "Committee" shall mean two or more members of the Board who
are "outside  directors"  within the meaning of Section  162(m) of the Code.  No
member of the  Committee may make any  decisions  under this Plan  whatsoever in
respect of an Award to be granted to such member.

4. PERFORMANCE GOALS AND OTHER CRITERIA.

      a.  ROLE  OF  COMMITTEE.   The  Committee  shall   establish   within  the
Determination  Period  of each  Performance  Period  (i)  one or more  objective
performance  goals for each  Participant  or for any group of  Participants  (or
both), provided that the outcome of each goal is substantially  uncertain at the
time the Committee establishes such goal and/or (ii) other criteria,  including,
but not limited to, performance criteria that do not satisfy the requirements of
Treasury  Regulation  Section  1.162-27(e)(2)  or  time  vesting  criteria,  the
satisfaction  of which is required for the payment of an Award.  Notwithstanding
any provision of this


                                       5
<PAGE>

Plan to the contrary,  Awards that are Options or Stock Appreciation  Rights may
be granted  solely on the basis of a Vesting  Schedule,  and  without  regard to
performance or any other criteria.

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

      c.  PARTICIPANTS WHO ARE COVERED  EMPLOYEES.  With respect to Participants
who are "covered  employees" within the meaning of Section 162(m) of the Code or
who, in the Committee's judgment, are likely to be covered employees at any time
during the  applicable  Performance  Period,  an Award other than an Option or a
Stock  Appreciation  Right may be based  only on  performance  factors  that are
compliant with the requirements of Treasury  Regulation Section  1.162-27(e)(2).
For this  purpose,  the  factors  listed in  Section  4.1b shall be deemed to be
compliant with the requirements of such Treasury Regulation.

      d.  PARTICIPANTS  WHO  ARE  NOT  COVERED  EMPLOYEES.  Notwithstanding  any
provision of this Plan to the contrary, with respect to Participants who are not
"covered employees" within the meaning of Section 162(m) of the Code and who, in
the  Committee's  judgment,  are not likely to be covered  employees at any time
during the applicable  Performance Period, the performance goals established for
the  Performance  Period may consist of any  objective  Company  (including  any
division or  operating  unit  thereof) or  individual  measures,  whether or not
listed  in (b)  above or  whether  or not  compliant  with the  requirements  of
Treasury Regulation Section  1.162-27(e)(2),  and the Committee may grant Awards
without regard to the need for satisfaction of any performance  goals whatsoever
and/or without reference to any particular  Performance  Period.  Without in any
way limiting the generality of the foregoing, such performance goals may include
subjective  goals,  the  satisfaction  of  which  shall  be  determined  by  the
Committee,  in its sole and absolute  discretion,  and the  Committee  may grant
Awards subject only to the  requirement  of satisfying  the  applicable  Vesting
Period.  Performance  goals  shall be subject to such  other  special  rules and
conditions as the  Committee may establish at any time within the  Determination
Period.

      e.  APPLICABILITY OF SECTION RULE 16B-3.  Notwithstanding  anything to the
contrary in the foregoing if, or at such time as, the Common Stock is or becomes
registered  under  Section 12 of the  Securities  and Exchange  Act of 1934,  as
amended  (the  "EXCHANGE  ACT"),  or any  successor  statute,  the Plan shall be
administered in a manner consistent with Rule 16b-3 promulgated  thereunder,  as
it may be amended from time to time, or any successor rules ("RULE 16B-3"), such
that all  subsequent  grants  of  Awards  hereunder  to  Reporting  Persons,  as
hereinafter  defined,  shall be exempt under such rule.  Those provisions of the
Plan which make  express  reference to Rule 16b-3 or which are required in order
for certain option  transactions to qualify for exemption under Rule 16b-3 shall
apply only to such persons as are required to file reports  under Section 16 (a)
of the Exchange Act (a "REPORTING PERSON").


                                       6
<PAGE>

5. STOCK AVAILABLE FOR AWARDS.

      a. NUMBER OF SHARES. Subject to adjustment under Section 5c, the aggregate
number of shares of Common Stock of the Company  that may be issued  pursuant to
the Plan is the  Available  Shares (as defined on the last  page).  If any Award
expires,  or is terminated,  surrendered or forfeited,  in whole or in part, the
unissued  Common Stock  covered by such Award shall again be  available  for the
grant of Awards under the Plan.  If an Award granted under the Plan shall expire
or  terminate  for any  reason  without  having  been  exercised  in  full,  the
unpurchased shares subject to such Award shall again be available for subsequent
Awards under the Plan.  Shares  issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury shares.

      b.  PER-PARTICIPANT  LIMIT.  Subject to  adjustment  under  SECTION 5C, no
Participant  may be granted  Awards  during any one fiscal year to purchase more
than 250,000 shares of Common Stock.

      c. ADJUSTMENT TO COMMON STOCK.  Subject to Section 13, in the event of any
stock split,  reverse stock split, stock dividend,  extraordinary cash dividend,
recapitalization,  reorganization, merger, consolidation,  combination, exchange
of  shares,  liquidation,   spin-off,  split-up,  or  other  similar  change  in
capitalization  or  similar  event,  (i) the  number  and  class  of  securities
available for Awards under the Plan and the per-Participant share limit and (ii)
the number and class of  securities,  vesting  schedule and  exercise  price per
share subject to each outstanding  Option and Stock  Appreciation Right shall be
adjusted by the Company (or substituted Awards may be made if applicable) to the
extent the Committee shall determine, in good faith, that such an adjustment (or
substitution) is appropriate.

6. STOCK OPTION AWARDS.

      a.  GENERAL.  The  Committee  may grant  options to purchase  Common Stock
(each,  an "OPTION")  and  determine  the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations  applicable  to the exercise of each Option and the shares of Common
Stock issued upon the exercise of each  Option,  including,  but not limited to,
vesting  provisions  and  restrictions  relating to applicable  federal or state
securities  laws.  Each Option will be evidenced  by a Stock  Option  Agreement,
consisting of a Notice of Stock Option Award and a Stock Option Award  Agreement
(collectively, a "STOCK OPTION AGREEMENT").

      b. INCENTIVE STOCK OPTIONS.  An Option that the Committee intends to be an
incentive  stock option (an "INCENTIVE  STOCK OPTION") as defined in Section 422
of the Code, as amended,  or any successor  statute  ("SECTION  422"),  shall be
granted  only to an  Employee  and shall be  subject  to and shall be  construed
consistently  with the  requirements of Section 422 and regulations  thereunder.
The Committee, the Board and the Company shall have no liability if an Option or
any part  thereof  that is intended  to be an  Incentive  Stock  Option does not
qualify  as such.  An Option or any part  thereof  that does not  qualify  as an
Incentive Stock Option is referred to herein as a "NONSTATUTORY STOCK OPTION" or
"NONQUALIFIED STOCK OPTION."

      c. DOLLAR  LIMITATION.  For so long as the Code shall so provide,  Options
granted to any  Employee  under the Plan (and any other  incentive  stock option
plans of the Company)  which are intended to qualify as Incentive  Stock Options
shall not qualify as Incentive Stock Options to the extent that such Options, in
the aggregate,  become  exercisable  for the first time in any one calendar year
for shares of Common Stock with an aggregate Fair Market Value (as defined below
and  determined  as of the  respective  date or dates  of  grant)  of more  than
$100,000.  The amount of Incentive  Stock  Options  which  exceed such  $100,000
limitation shall be deemed to be Nonqualified Stock Options.  For the purpose of
this  limitation,  unless  otherwise  required by the Code or regulations of the
Internal Revenue Service or determined by the Committee,  Options shall be taken
into account in the order granted,  and the Committee may designate that portion
of any Incentive  Stock Option that shall be treated as  Nonqualified  Option in
the event  that the  provisions  of this  paragraph  apply to a  portion  of any
Option. The designation described in the preceding


                                       7
<PAGE>

sentence  may be made  at such  time  as the  Committee  considers  appropriate,
including after the issuance of the Option or at the time of its exercise.

      d. EXERCISE  PRICE.  The Committee  shall establish the exercise price (or
determine  the method by which the exercise  price shall be  determined)  at the
time each Option is granted and specify  the  exercise  price in the  applicable
Stock  Option  Agreement;  provided,  however,  in no  event  may the per  share
exercise  price be less than the Fair  Market  Value (as  defined  below) of the
Common Stock on the date of grant; and provided,  further, however, that, except
as may be required  under SECTION 5C, the Committee may not reduce,  directly or
indirectly,  at any time  following the grant of the Option,  the exercise price
per share of Common Stock underlying the Option to a level below the Fair Market
Value  per  share  of  Common  Stock  on the  date of  grant.  In the case of an
Incentive  Stock Option  granted to a  Participant  who, at the time of grant of
such Option,  owns stock  representing more than ten percent (10%) of the voting
power of all classes of stock of the Company or any Parent or  Subsidiary,  then
the  exercise  price shall be no less than 110% of the Fair Market  Value of the
Common Stock on the date of grant.  In the case of a grant of an Incentive Stock
Option to any other  Participant,  the exercise price shall be no less than 100%
of the Fair Market Value of the Common Stock on the date of grant.

      e. TERM OF OPTIONS.  Each Option  shall be  exercisable  at such times and
subject  to such  terms and  conditions  as the  Committee  may  specify  in the
applicable  Stock Option  Agreement;  provided,  that the term of any  Incentive
Stock Option may not be more than ten (10) years from the date of grant.  In the
case of an Incentive  Stock Option granted to a Participant  who, at the time of
grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option  shall be no longer  than five (5) years from the date of
grant. The term of any  Nonqualified  Stock Option may not be more than ten (10)
years from the date of grant.

      f.  EXERCISE OF OPTION.  Options may be exercised  only by delivery to the
Company of a written  notice of exercise  signed by the proper  person  together
with payment in full as  specified in Section 6g and the Stock Option  Agreement
for the number of shares for which the Option is exercised.

      g. PAYMENT UPON EXERCISE.  Common Stock  purchased upon the exercise of an
Option  shall  be paid  for by  delivery  of an  irrevocable  and  unconditional
undertaking by a creditworthy  broker (selected by the Participant and otherwise
without the  financial  involvement  of the Company) to deliver  promptly to the
Company  sufficient  funds  to  pay  the  exercise  price,  or  delivery  by the
Participant  to  the  Company  of  a  copy  of  irrevocable  and   unconditional
instructions to a creditworthy broker to deliver promptly to the Company cash or
a check  sufficient  to pay the exercise  price (each,  a "CASHLESS  EXERCISE").
Settlement of an Option shall be made solely in cash.

      h.  ACCELERATION,   EXTENSION,   ETC.  The  Committee  may,  in  its  sole
discretion,  and in all  instances  subject to any relevant  tax and  accounting
considerations  which may adversely impact or impair the Company, (i) accelerate
the date or dates on which all or any particular Options or Awards granted under
the Plan may be  exercised,  or (ii)  extend the dates  during  which all or any
particular Options or Awards granted under the Plan may be exercised or vest.

      i.  DETERMINATION  OF FAIR  MARKET  VALUE.  If,  at the time an  Option is
granted under the Plan, the Company's  Common Stock is publicly traded under the
Exchange  Act,  "FAIR MARKET VALUE" shall mean (i) if the Common Stock is listed
on any established stock exchange or a national market system, including without
limitation  the Nasdaq  National  Market or The  Nasdaq  Small Cap Market of The
Nasdaq  Stock  Market,  its Fair Market Value shall be the last  reported  sales
price  for such  stock  (on that  date) or the  closing  bid,  if no sales  were
reported  as quoted on such  exchange  or system as  reported in The Wall Street
Journal  or such  other  source as the  Committee  deems  reliable;  or (ii) the
average of the  closing  bid and asked  prices  last quoted (on that date) by an
established  quotation service for  over-the-counter  securities,  if the Common
Stock  is not  reported  on a  national  market  system.  In the  absence  of an
established market for


                                       8
<PAGE>

the Common  Stock,  the Fair Market Value  thereof  shall be  determined in good
faith by the  Committee  after taking into  consideration  all factors  which it
deems appropriate.

7. RESTRICTED COMPENSATION SHARE AWARDS.

      a. GRANTS. The Committee may grant Awards entitling  recipients to acquire
shares of Common Stock,  subject to (i) restrictions on transfer as set forth in
the  applicable  Award  instrument  and (ii)  forfeiture  unless  and  until all
specified employment, vesting and/or performance conditions, as set forth in the
applicable Award instrument,  are met (such shares of Common Stock,  "RESTRICTED
COMPENSATION  SHARES," and each such Award,  a  "RESTRICTED  COMPENSATION  SHARE
AWARD").

      b. TERMS AND  CONDITIONS.  The  Committee  shall  determine  the terms and
conditions  of  any  such  Restricted   Compensation   Share  Award.  Any  stock
certificates issued in respect of a Restricted Compensation Share Award shall be
registered in the name of the Participant  and, unless  otherwise  determined by
the  Committee,  deposited  by the  Participant,  together  with a  stock  power
endorsed in blank, with the Company (or its designee).  Restricted  Compensation
Share  Awards  shall  be  issued  for no  cash  consideration  or  such  minimum
consideration  as may be required by law. After the expiration of the applicable
restriction   periods,   the  Company  (or  such  designee)  shall  deliver  the
certificates  no longer subject to such  restrictions  to the Participant or, if
the Participant has died, to the Designated Beneficiary.

8. RESTRICTED COMPENSATION SHARE UNIT AWARDS.

      a. GRANT. The Committee may grant Awards entitling recipients to the right
to acquire, at some time in the future,  Restricted Compensation Shares, subject
to such other  conditions as the Committee may prescribe in the applicable Award
Agreement  (each such Award,  a  "RESTRICTED  COMPENSATION  SHARE UNIT  AWARD").
Restricted  Compensation  Share Unit Awards are subject to forfeiture unless and
until all specified Award conditions are met, as determined by the Committee and
set forth in the particular Agreements applicable to such Awards.

      b. TERMS AND  CONDITIONS.  The  Committee  shall  determine  the terms and
conditions  of any such  Restricted  Compensation  Share  Unit  Award.  No stock
certificates shall be issued in respect of a Restricted  Compensation Share Unit
Award  at the  time of  grant.  However,  upon  exercise,  the  Company  (or the
Company's  counsel as its  designee)  shall deliver  stock  certificates  to the
Participant or, if the Participant has died, to the Designated Beneficiary.

9. STOCK APPRECIATION RIGHT AWARDS.

      a. GRANT. The Committee may grant Awards entitling recipients to the right
to acquire,  at some time in the future,  upon  exercise,  one or more shares of
Common  Stock,  in an amount  equal to the  product of (i) the excess of (A) the
Fair Market  Value of a share of Common  Stock on the date of exercise  over (B)
the exercise  price per share set forth in the  applicable  Award  Agreement and
(ii) the  number of shares of Common  Stock  with  respect to which the right is
exercised,  subject to such other  conditions  as the Committee may prescribe in
the applicable Award Agreement (each, a "STOCK APPRECIATION RIGHT AWARD"). Stock
Appreciation  Right  Awards  are  subject  to  forfeiture  unless  and until all
specified Award conditions are met, as determined by the Committee and set forth
in the particular Agreements applicable to such Awards.

      b. TERMS.  The Committee  shall  determine the terms and conditions of any
such Stock  Appreciation  Right Award. A Stock  Appreciation  Right Award may be
issued either in tandem with, or by reference to, an Option (each such Award,  a
"TANDEM SAR") or not so issued (each such Award, a  "FREE-STANDING  SAR"). It is
the  intention  of the  Committee  that the  exercise  of Tandem SARs assist the
recipient of an Option with the ability to pay applicable  taxes with respect to
the  exercise  of an Option and the SARs  themselves.  The  exercise  price of a
Tandem SAR shall be the exercise price per share of the


                                       9
<PAGE>

related Option. The exercise price of a Free-Standing SAR shall be determined by
the Committee in its sole  discretion;  provided,  however,  that exercise price
shall not be less than 100% of the Fair Market  Value of a share of Common Stock
on the date of grant; and provided,  further,  however,  that,  except as may be
required  under SECTION 5C, the Committee may not reduce,  at any time following
the grant of the Free-Standing SAR, the exercise price per share of Common Stock
underlying  such  Free-Standing  SAR to a level below the Fair Market  Value per
share of  Common  Stock on the date of  grant.  No stock  certificates  shall be
issued in respect of a Stock  Appreciation  Right Award, and such Award shall be
reflected merely in book entry form on the Company's books and records.  A Stock
Appreciation Right Award may be settled only in cash.

10. PERFORMANCE SHARE AWARDS

      a. GRANTS. The Committee may grant Awards entitling  recipients to acquire
shares of Common Stock upon the attainment of specified performance goals within
a  specified  Performance  Period,  which  shares  may or may not be  Restricted
Compensation  Shares,  subject to such other  conditions  as the  Committee  may
prescribe  in  the  applicable  Award  (each  such  share  of  Common  Stock,  a
"PERFORMANCE  SHARE,"  and  each  such  Award,  a  "PERFORMANCE  SHARE  AWARD").
Performance  Share  Awards  are  subject  to  forfeiture  unless  and  until all
specified Award conditions are met, as determined by the Committee and set forth
in the particular Agreements applicable to such Awards.

      b. TERMS AND  CONDITIONS.  The  Committee  shall  determine  the terms and
conditions of any such Performance Share Award.  Unless otherwise  determined by
the Committee,  the payment value of the Performance Share Awards shall be based
upon the Fair Market Value of the Common Stock underlying such Award on the date
the Performance  Shares are earned or on the date the Committee  determines that
the  Performance   Shares  have  been  earned.  The  Committee  shall  establish
performance goals for each Performance Period for the purpose of determining the
extent to which Performance Shares awarded for such cycle are earned. As soon as
administratively practicable after the end of a performance cycle, the Committee
shall  determine  the number of  Performance  Shares  which have been  earned in
relation to the established  performance  goals. No stock  certificates shall be
issued in respect of a  Performance  Share Award at the time of grant unless the
Performance Shares are Restricted  Compensation  Shares, in which case the rules
of Section 9b with respect to the issuance of certificates shall apply. However,
upon the lapse of all  applicable  restrictions,  the Company (or the  Company's
counsel as its designee) shall deliver stock certificates to the Participant or,
if the Participant has died, to the Designated Beneficiary.

11. AWARD SHARES

      a. GRANTS. The Committee may grant Awards entitling  recipients to acquire
shares  of  Common  Stock,  subject  to such  terms,  restrictions,  conditions,
performance  criteria,  vesting  requirements  and payment needs, if any, as the
Committee shall determine in the applicable Award Agreement (each such Award, an
"AWARD  SHARE.")  Award  Shares are subject to  forfeiture  unless and until all
specified Award conditions are met, as determined by the Committee and set forth
in the particular Agreements applicable to such Awards.

      b. TERMS AND  CONDITIONS.  The  Committee  shall  determine  the terms and
conditions  of any such Award  Share.  Award  Shares shall be issued for no cash
consideration  or such  minimum  consideration  as may be required by law.  When
paid, the Company (or the Company's counsel as its designee) shall deliver stock
certificates  for the Award Shares to the Participant or, if the Participant has
died, to the Designated Beneficiary.

12. OTHER STOCK-BASED  AWARDS. The Committee shall have the right to grant other
Awards  based upon the Common  Stock  having  such terms and  conditions  as the
Committee may determine,  including, without limitation, the grant of securities
convertible  into Common  Stock and the grant of phantom  stock  awards or stock
units.


                                       10
<PAGE>

13. GENERAL PROVISIONS APPLICABLE TO AWARDS.

      a.  TRANSFERABILITY  OF  AWARDS.  Except as the  Committee  may  otherwise
determine  or  provide  in  an  Award,  Awards  shall  not  be  sold,  assigned,
transferred,  pledged  or  otherwise  encumbered  by the person to whom they are
granted,  either  voluntarily or by operation of law, except by will or the laws
of descent and distribution,  and, during the life of the Participant,  shall be
exercisable only by the Participant;  provided, however, except as the Committee
may otherwise  determine or provide in an Award, that  Nonstatutory  Options and
Restricted  Compensation Share Awards may be transferred pursuant to a qualified
domestic relations order (as defined in ERISA) or to a grantor-retained  annuity
trust or a similar  estate-planning  vehicle  in which the trust is bound by all
provisions  of the Stock Option  Agreement  and  Restricted  Compensation  Share
Award, which are applicable to the Participant.  References to a Participant, to
the extent  relevant in the context,  shall  include  references  to  authorized
transferees.

      b.  DOCUMENTATION.  Each  Award  under the Plan  shall be  evidenced  by a
written  instrument  (each,  an "AGREEMENT") in such form as the Committee shall
determine  or as  executed by an officer of the  Company  pursuant to  authority
delegated by the Committee or Board.  Each Award Agreement may contain terms and
conditions in addition to those set forth in the Plan,  provided that such terms
and conditions do not contravene the provisions of the Plan or applicable law.

      c.  COMMITTEE  DISCRETION.  The  terms of each  type of Award  need not be
identical, and the Committee need not treat Participants uniformly.

      d. ADDITIONAL AWARD PROVISIONS. The Committee may, in its sole discretion,
include  additional  provisions  in  any  Stock  Option  Agreement,   Restricted
Compensation  Share  Award or other  Award  granted  under the  Plan,  including
without limitation restrictions on transfer, commitments to pay cash bonuses, to
make,  arrange for or guaranty loans (subject to compliance with SECTION 13M) or
to transfer other property to Participants  upon exercise of Awards, or transfer
other property to Participants upon exercise of Awards, or such other provisions
as  shall  be  determined  by  the  Committee;  provided  that  such  additional
provisions  shall not be  inconsistent  with any other term or  condition of the
Plan or applicable law.

      e.  TERMINATION OF STATUS.  The Committee shall determine the effect on an
Award of the Disability, death, Retirement, authorized leave of absence or other
change in the  employment  or other  status of a  Participant  and the extent to
which, and the period during which, the Participant,  or the Participant's legal
representative,  conservator,  guardian or Designated Beneficiary,  may exercise
rights under the Award, subject to applicable law and the provisions of the Code
related to Incentive Stock Options. Such determination shall be reflected in the
applicable Award Agreement.

      f. CHANGE IN CONTROL OF THE COMPANY.

            i.    Unless   otherwise   expressly   provided  in  the  applicable
                  Agreement,  in connection  with the  occurrence of a Change in
                  Control, the Committee shall, in its sole discretion as to any
                  outstanding Award (including any portion thereof;  on the same
                  basis or on different  bases, as the Committee shall specify),
                  take one or any combination of the following actions:

                  A.    make appropriate  provision for the continuation of such
                        Award by the Company or the  assumption of such Award by
                        the surviving or acquiring entity and by substituting on
                        an  equitable  basis for the shares then subject to such
                        Award either (x) the consideration  payable with respect
                        to the outstanding  shares of Common Stock in connection
                        with the Change in  Control,  (y) shares of stock of the
                        surviving  or  acquiring  corporation  or (z) such other
                        securities as the Committee deems appropriate,  the fair
                        market


                                       11
<PAGE>

                        value of which (as  determined  by the  Committee in its
                        sole  discretion)  shall not materially  differ from the
                        fair market value of the shares of Common Stock  subject
                        to  such  Award  immediately  preceding  the  Change  in
                        Control;

                  B.    accelerate  the  date of  exercise  or  vesting  of such
                        Award;

                  C.    permit  the  exchange  of such  Award  for the  right to
                        participate  in  any  stock  option  or  other  employee
                        benefit plan of any successor corporation;

                  D.    provide  for the  repurchase  of the Award for an amount
                        equal  to  the  difference  of  (x)  the   consideration
                        received  per share for the  securities  underlying  the
                        Award in the Change in  Control  minus (y) the per share
                        exercise price of such securities.  Such amount shall be
                        payable  in cash or the  property  payable in respect of
                        such   securities  in  connection  with  the  Change  in
                        Control.  The  value  of  any  such  property  shall  be
                        determined by the Committee in its discretion; or

                  E.    provide for the  termination  of such Award  immediately
                        prior to the  consummation  of the  Change  in  Control;
                        provided that no such  termination  will be effective if
                        the Change in Control is not consummated.

      g. DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company,  the Committee shall notify each Participant as soon
as  practicable  prior to the effective date of such proposed  transaction.  The
Committee in its sole discretion may provide for a Participant to have the right
to exercise his or her Award until  fifteen (15) days prior to such  transaction
as to all of the  shares  of  Common  Stock  covered  by the  Option  or  Award,
including  shares  as to which  the  Option  or Award  would  not  otherwise  be
exercisable, which exercise may in the sole discretion of the Committee, be made
subject to and conditioned upon the  consummation of such proposed  transaction.
To the extent it has not been previously exercised, an Award will terminate upon
the consummation of such proposed action.

      h. ASSUMPTION OF AWARDS UPON CERTAIN  EVENTS.  In connection with a merger
or consolidation of an entity with the Company or the acquisition by the Company
of property or stock of an entity, the Committee may grant Awards under the Plan
in  substitution  for stock and  stock-based  awards issued by such entity or an
affiliate  thereof.  The  substitute  Awards  shall be granted on such terms and
conditions as the Committee considers appropriate in the circumstances.

      i. PARACHUTE PAYMENTS AND PARACHUTE AWARDS. Notwithstanding the provisions
of SECTION  13F,  but  subject to any  contrary  provisions  in a  Participant's
employment  agreement with the Company or any Parent or Subsidiary thereof,  if,
in  connection  with a Change in Control,  a tax under  Section 4999 of the Code
would be imposed on the  Participant  (after taking into account the  exceptions
set forth in Sections  280G(b)(4) and 280G(b)(5) of the Code),  then the Company
shall pay the Participant an amount equal to the tax under Section 4999.

      j. AMENDMENT OF AWARDS.  The Committee may amend,  modify or terminate any
outstanding Award including,  but not limited to, substituting  therefor another
Award  of the  same or a  different  type,  changing  the  date of  exercise  or
realization,  and converting an Incentive  Stock Option to a Nonstatutory  Stock
Option, provided that the Participant's consent to such action shall be required
unless the Committee determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

      k.  CONDITIONS ON DELIVERY OF STOCK.  The Company will not be obligated to
deliver  any  shares  of  Common  Stock  pursuant  to  the  Plan  or  to  remove
restrictions  from  shares  previously  delivered  under the Plan  until (i) all
conditions  of the Award  have been met or removed  to the  satisfaction  of the
Company,  (ii) in the opinion of the Company's counsel,  all other legal matters
in connection with the issuance and


                                       12
<PAGE>

delivery of such shares have been satisfied, including any applicable securities
laws and any applicable  stock  exchange or stock market rules and  regulations,
and (iii) the  Participant  has  executed  and  delivered  to the  Company  such
representations or agreements as the Company may consider appropriate to satisfy
the requirements of any applicable  laws, rules or regulations.  Notwithstanding
any  provision of the Plan to the  contrary,  in no event may an Option or Stock
Appreciation Right be settled in a form other than cash.

      l.  ACCELERATION.  The  Committee may at any time provide that any Options
shall become  immediately  exercisable  in full or in part,  that any Restricted
Compensation Share Awards shall be free of some or all restrictions, or that any
other  stock-based  Awards may become  exercisable in full or in part or free of
some or all  restrictions or conditions,  or otherwise  realizable in full or in
part, as the case may be,  despite the fact that the  foregoing  actions may (i)
cause  the  application  of  Sections  280G and 4999 of the Code if a change  in
control of the Company  occurs,  or (ii) disqualify all or part of the Option as
an Incentive Stock Option.

      m.  SARBANES-OXLEY  ACT COMPLIANCE.  Notwithstanding  any provision of the
Plan to the contrary, the Committee,  in accordance with any applicable rules or
regulations  promulgated by the Securities and Exchange  Commission  (the "SEC")
and/or  the  United  States  Department  of Labor,  shall (i) notify in a timely
manner each Participant who is a Reporting  Person of any transaction  occurring
under the Plan that requires  reporting by the Reporting Person on SEC Form 4 or
5 as applicable, each as revised pursuant to changes to Exchange Act Rule 16a-3,
16a-6 or 16a-8,  as applicable,  made by  Sarbanes-Oxley  Act of 2002,  P.L. No.
107-204 (the  "ACT");  (ii)  otherwise  comply with all notice,  disclosure  and
reporting requirements applicable to the Program pursuant to such Act; and (iii)
prohibit the making or guaranteeing of loans under Section 8c of this Program to
the extent necessary to comply with Section 402 of the Act.

14. TAXES/CODE 409A. The Company shall have the right to deduct from payments of
any kind  otherwise  due to the  optionee or  recipient of an Award any federal,
state or local taxes of any kind  required by law to be withheld with respect to
any shares issued upon  exercise of Options or other Awards under the Plan,  the
purchase  of shares  subject to the Award or the grant of Common  Stock free and
clear  of any  restrictions  thereon.  Notwithstanding  anything  herein  to the
contrary, to the extent a delay in payment or other modification to this Plan or
an Agreement is required as  determined in the opinion of Company's tax advisors
to prevent the  imposition of an additional  tax to the recipient  under Section
409A of the Code,  then such  payment  shall not be made until the first date on
which such payment is permitted or other  modifications  shall be made to comply
with Section 409A and interpretive guidance issued thereunder.

15. MISCELLANEOUS.

      a. NO RIGHT TO EMPLOYMENT OR OTHER STATUS.  No person shall have any claim
or right to be  granted  an  Award,  and the  grant  of an  Award  shall  not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company.  The Company expressly  reserves the right at any
time to dismiss or otherwise  terminate its relationship with a Participant free
from any liability or claim under the Plan.

      b. NO RIGHTS AS  STOCKHOLDER.  Subject to the provisions of the applicable
Award,  no  Participant  or  Designated  Beneficiary  shall have any rights as a
stockholder  with respect to any shares of Common Stock to be  distributed  with
respect to an Award until becoming the record holder thereof.

      c. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective on the
later of the date on which it is adopted by the  Committee  or the date on which
it is approved by the Company's  shareholders  (the "Effective  Date). No Awards
shall be  granted  under the Plan  after the  completion  of ten years  from the
Effective  Date,  but Awards  previously  granted  may extend  beyond that date.
Notwithstanding  any provision of this Plan to the contrary,  if the Company has
executed a  definitive  acquisition  or similar  agreement  pursuant  to which a
Change in Control will occur upon the closing of the transaction(s)


                                       13
<PAGE>

contemplated  thereby,  the  Committee,  in its sole  discretion,  may treat the
execution of such agreement itself as triggering a Change in Control.

      d.  AMENDMENT OF PLAN.  The Committee may amend,  suspend or terminate the
Plan or any portion thereof at any time;  provided,  however,  that no amendment
shall be made  without  stockholder  approval if such  approval is  necessary to
comply with any applicable law, rules or regulations.

      e. NO TRUST FUND OR ERISA  PLAN  CREATED.  Neither  the Plan nor any Award
granted  thereunder shall create or be construed as creating a trust or separate
fund  of  any  kind  or a  fiduciary  relationship  between  the  Company  and a
Participant,  Designated Beneficiary or any other person. To the extent that any
Participant, Designated Beneficiary or any other person acquires any Award under
the Plan,  his or her rights with respect  thereto shall be not greater than the
rights  of any  unsecured  general  creditor  of the  Company.  The  Plan is not
intended to constitute any type of plan,  fund or program  providing  retirement
income or  resulting  in the  deferral  of income for periods  extending  to the
termination  of employment of beyond,  and ERISA shall not apply to the Plan. No
provision of this Plan shall be construed as subjecting  any portion of the Plan
to any requirements of ERISA.

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

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

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

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

      g. GOVERNING LAW. The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the state of
New Jersey, without regard to any applicable conflicts of law.

      h. DESIGNATION OF BENEFICIARY. A Participant may file with the Committee a
written  designation  of one or more  persons as such  Participant's  Designated
Beneficiary or Designated  Beneficiaries.  Each  beneficiary  designation  shall
become  effective  only when  filed in  writing  with the  Committee  during the
Participant's lifetime on a form prescribed by the Committee. The spouse of a


                                       14
<PAGE>

married Participant domiciled in a community property jurisdiction shall join in
any  designation  of a beneficiary  other than such spouse.  The filing with the
Committee of a new  beneficiary  designation  shall cancel all previously  filed
beneficiary designations.  If a Participant fails to designate a beneficiary, or
if all designated  beneficiaries  of a Participant  predecease the  Participant,
then each outstanding award shall be payable to the Participant's estate.

APPROVALS
2006 EQUITY INCENTIVE PLAN:

Available Shares:
(1) Incentive Stock Options
(2) Other Awards                                  -------------------------

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


                                       15
<PAGE>

                                    EXHIBIT B

                          SUMMIT GLOBAL LOGISTICS, INC.
                           2006 EQUITY INCENTIVE PLAN
                          NOTICE OF STOCK OPTION AWARD

      Unless  otherwise  defined herein,  the terms defined in the Summit Global
Logistics,  Inc.  2006 Equity  Incentive  Plan (the "Plan")  shall have the same
defined  meanings in this Notice of Stock Option  Award and the  attached  Stock
Option Award Terms, which are incorporated  herein by reference  (together,  the
"AWARD  AGREEMENT").  Terms not  defined  herein  shall  have  their  respective
meanings under the Plan.

PARTICIPANT (the "PARTICIPANT")
Raymer McQuiston

GRANT

The undersigned  Participant has been granted an Option to purchase Common Stock
of Summit  Global  Logistics,  Inc.  (the  "Company"),  subject to the terms and
conditions of the Plan and this Award Agreement, as follows:

<TABLE>
   <S>                      <C>                        <C>                    <C>
   DATE OF GRANT            November 8, 2006           TOTAL NUMBER OF        136,000
                                                       SHARES GRANTED

   VESTING                  November 8, 2006           TYPE OF OPTION         Incentive Stock
   COMMENCEMENT                                                               Option
   DATE

   EXERCISE PRICE PER       $10.00                                            |X| Non-Statutory
   SHARE                                                                      Stock Option

   TOTAL EXERCISE PRICE     $1,360,000                 TERM/EXPIRATION        5 years from Date of
                                                       DATE                   Grant
</TABLE>

VESTING SCHEDULE:

This  Option  shall  be  exercisable,  in whole  or in  part,  according  to the
following vesting schedule:

       ANNIVERSARY OF GRANT DATE              % OF GRANT (OR # OF SHARES) VESTED
       One-Year Anniversary of Grant Date     50%
       Two-Year Anniversary of Grant Date     100%

The Option shall vest in full upon the earliest to occur of a Change in Control,
the  Participant's  death,  the  Participant's  Disability,   the  Participant's
Retirement,  the Company's (or any parent's or subsidiary's thereof) termination
of the Participant's  employment without Cause or the Participant's  termination
of his  employment  with the Company (or any parent or  subsidiary  thereof) for
Good Reason.

Upon the execution by the Company of a definitive acquisition, merger or similar
agreement ("TRANSACTION AGREEMENT") pursuant to which, upon closing, a Change in
Control would occur, the Committee, in its sole discretion,  and notwithstanding
any  provision  of the  Transaction  Agreement or the Plan,  including,  but not
limited to,  Section  13f.i.  thereof,  to the  contrary,  shall (i) require the
acquiring  or  surviving  entity (if not the  Company)  to assume this Option in
accordance  with its  terms  or (ii) pay the  Participant,  for each  Share  not
previously exercised, the greater of (A) the transaction consideration per


                                       16
<PAGE>

Share or (B) the Exercise Price per Share. Such assumption or payment shall take
effect or be made, as applicable,  as of the closing date of the  transaction(s)
contemplated  by the Transaction  Agreement.  In the event that the closing does
not occur, this paragraph shall be null and void.

Vesting  of this  Option  shall  cease,  and  unvested  Option  Shares  shall be
forfeited,  upon  the  Company's  (or  any  parent's  or  subsidiary's  thereof)
termination  of the  Participant's  employment  for  Cause or the  Participant's
termination  of his  employment  with the Company  (or any parent or  subsidiary
thereof) other than for Good Reason.

PARTICIPANT                                     SUMMIT GLOBAL LOGISTICS, INC.

___________________________________             ________________________________
Signature                                       By

___________________________________             ________________________________
Raymer McQuiston                                       Title
35 William Penn Road
Warren, NJ 07059


                                       2
<PAGE>

                          SUMMIT GLOBAL LOGISTICS, INC.
                                  STOCK OPTION
                                   AWARD TERMS

1.    GRANT OF OPTION.  The Committee hereby grants to the Participant  named in
      the Notice of Stock Option Grant an option (the  "OPTION") to purchase the
      number of Shares set forth in the  Notice of Stock  Option  Award,  at the
      exercise  price per Share set forth in the  Notice of Stock  Option  Grant
      (the  "EXERCISE  PRICE"),  and subject to the terms and  conditions of the
      2006 Equity Incentive Plan (the "PLAN"),  which is incorporated  herein by
      reference.  In the event of a conflict between the terms and conditions of
      the Plan and this Stock Option Award  Agreement,  the terms and conditions
      of the Plan shall prevail.

      If  designated  in the Notice of Stock Option Grant as an Incentive  Stock
      Option  ("ISO"),  this Option is intended to qualify as an Incentive Stock
      Option as defined in Section 422 of the Code. Nevertheless,  to the extent
      that it exceeds the $100,000  limitation rule of Code Section 422(d), this
      Option shall be treated as a Nonstatutory Stock Option ("NSO").

2.    EXERCISE OF OPTION.

      i     RIGHT TO EXERCISE.  This Option may be exercised  during its term in
            accordance with the Vesting  Schedule set out in the Notice of Stock
            Option Award and with the applicable provisions of the Plan and this
            Award Agreement.

      ii    METHOD OF EXERCISE.  This Option shall be exercisable by delivery of
            an exercise  notice in the form attached as EXHIBIT A (the "EXERCISE
            NOTICE") which shall state the election to exercise the Option,  the
            number of Shares with respect to which the Option is being exercised
            (the  "EXERCISED  SHARES")  and the  Participant's  agreement  to be
            subject  to such  other  representations  and  agreements  as may be
            required by the Company. This Option shall be deemed to be exercised
            upon receipt by the Company of such fully executed  Exercise  Notice
            accompanied by payment of the aggregate Exercise Price in accordance
            with the cashless exercise provisions of Section 6g of the Plan.

3.    TERMINATION.  This Option shall be exercisable  for three months after the
      Participant  ceases  to  be  an  Employee;   provided,   however,  if  the
      relationship is terminated by the Company for Cause, or voluntarily by the
      Participant  other  than for  Good  Reason,  the  Option  shall  terminate
      immediately.  Upon the Participant's death or Disability,  this Option may
      be exercised for twelve (12) months after the  termination  of employment.
      In no event may Participant exercise this Option after the Term/Expiration
      Date as provided above.

<PAGE>

4.    RESTRICTIONS ON EXERCISE. This Option may not be exercised until such time
      as the Plan has been approved by the  stockholders  of the Company,  or if
      the method of payment of consideration  for such shares would constitute a
      violation of any applicable law.

5.    NON-TRANSFERABILITY  OF OPTION.  This Option may not be transferred in any
      manner  otherwise  than by will or by the laws of descent or  distribution
      and  may  be  exercised   during  the  lifetime  of  Participant  only  by
      Participant.  The  terms of the Plan and  this  Award  Agreement  shall be
      binding upon the executors,  Committees,  heirs, successors and assigns of
      the Participant.

6.    TERM OF OPTION.  This Option may be exercised only within the Term set out
      in the  Notice of Stock  Option  Award  which Term may not exceed ten (10)
      years from the Date of Grant,  and may be exercised  during such Term only
      in accordance with the Plan and the terms of this Award Agreement.

7.    UNITED STATES TAX  CONSEQUENCES.  Set forth below is a brief summary as of
      the  date  of  this  Option  of  some of the  United  States  federal  tax
      consequences  of exercise of this  Option and  disposition  of the Shares.
      THIS SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND REGULATIONS
      ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE
      EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

      i     EXERCISE OF ISO.  If this Option  qualifies  as an  Incentive  Stock
            Option,  there will be no regular  federal income tax liability upon
            the exercise of the Option, although the excess, if any, of the Fair
            Market Value of the Shares on the date of exercise over the Exercise
            Price will be treated as an  adjustment to the  alternative  minimum
            tax for federal tax purposes and may subject the  Participant to the
            alternative minimum tax in the year of exercise.

      ii    EXERCISE  OF  NONSTATUTORY  STOCK  OPTION.  There  may be a  regular
            federal  income tax  liability  upon the exercise of a  Nonstatutory
            Stock Option.  The  Participant  will be treated as having  received
            compensation  income (taxable at ordinary income tax rates) equal to
            the excess,  if any,  of the Fair Market  Value of the Shares on the
            date of exercise over the Exercise  Price.  If the Participant is an
            Employee  or a former  Employee,  the  Company  will be  required to
            withhold  from the  Participant's  compensation  or collect from the
            Participant and pay to the applicable  taxing  authorities an amount
            in cash equal to a  percentage  of this  compensation  income at the
            time of  exercise,  and may  refuse  to honor the  exercise  if such
            withholding amounts are not delivered at the time of exercise.

      iii   NOTICE  OF  DISQUALIFYING  DISPOSITION  OF  INCENTIVE  STOCK  OPTION
            SHARES.  If this Option is an  Incentive  Stock  Option,  and if the
            Participant  sells  or  otherwise  disposes  of any  of  the  Shares
            acquired pursuant to the Incentive Stock Option, including through a
            cashless exercise, on or before the later of (1) the date two

<PAGE>

            years  after the Date of Grant,  or (2) the date one year  after the
            date of  exercise,  the  Participant  shall  immediately  notify the
            Company in writing of such disposition.  The Participant agrees that
            the  Participant  may be subject to income  tax  withholding  by the
            Company on the compensation income recognized by the Participant.

      iv    WITHHOLDING. Pursuant to applicable federal, state, local or foreign
            laws,  the Company may be required to collect  income or other taxes
            on the grant of this Option,  the exercise of this Option, the lapse
            of a  restriction  placed on this  Option,  or at other  times.  The
            Company may require, at such time as it considers appropriate,  that
            the  Participant  pay the  Company the amount of any taxes which the
            Company may determine is required to be withheld or  collected,  and
            the  Participant  shall comply with the requirement or demand of the
            Company.  In its  discretion,  the Company may withhold Shares to be
            received upon  exercise of this Option or offset  against any amount
            owed  by the  Company  to the  Participant,  including  compensation
            amounts,  if  in  its  sole  discretion  it  deems  this  to  be  an
            appropriate  method for withholding or collecting taxes.  Currently,
            neither  federal income nor federal  employment  tax  withholding is
            required with respect to an Incentive Stock Option.

8.    ENTIRE  AGREEMENT;  GOVERNING  LAW.  The Plan is  incorporated  herein  by
      reference.  The  Plan and  this  Award  Agreement  constitute  the  entire
      agreement  of the parties with  respect to the subject  matter  hereof and
      supersede in their entirety all prior  undertakings  and agreements of the
      Company and Participant with respect to the subject matter hereof, and may
      not be modified  (except as provided  herein and in the Plan) adversely to
      the  Participant's  interest  except by means of a  writing  signed by the
      Company and  Participant.  This  agreement  is  governed  by the  internal
      substantive  laws but not the  choice  of law  rules  of the  State of New
      Jersey.

9.    NO GUARANTEE OF CONTINUED  SERVICE.  PARTICIPANT  ACKNOWLEDGES  AND AGREES
      THAT THE  VESTING OF SHARES  PURSUANT TO THE  VESTING  SCHEDULE  HEREOF IS
      EARNED ONLY BY  CONTINUING  IN THE  EMPLOYMENT  AT THE WILL OF THE COMPANY
      (NOT  THROUGH  THE ACT OF BEING  ENGAGED,  BEING  GRANTED  THIS  OPTION OR
      ACQUIRING SHARES HEREUNDER).  PARTICIPANT FURTHER  ACKNOWLEDGES AND AGREES
      THAT THIS  AGREEMENT,  THE  TRANSACTIONS  CONTEMPLATED  HEREUNDER  AND THE
      VESTING  SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
      PROMISE OF CONTINUED ENGAGEMENT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR
      AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT'S RIGHT OR THE
      COMPANY'S RIGHT TO TERMINATE THE RELATIONSHIP AT ANY TIME.

Participant acknowledges receipt of a copy of the Plan and represents that he or
she is familiar with the terms and provisions  thereof,  and hereby accepts this
Option  subject  to all of the terms and  provisions  thereof.  Participant  has
reviewed the Plan and this Option in

<PAGE>

their entirety,  has had an opportunity to obtain the advice of counsel prior to
executing  this  Option and fully  understands  all  provisions  of the  Option.
Participant  hereby  agrees  to  accept  as  binding,  conclusive  and final all
decisions or  interpretations  of the Committee upon any questions arising under
the Plan or this Option.  Participant  further agrees to notify the Company upon
any change in the residence address indicated below.

<PAGE>

                                    EXHIBIT A

                           2006 EQUITY INCENTIVE PLAN
                                 EXERCISE NOTICE

Company Name
Address
City, State, Zip Code

Attention: President

      1.    EXERCISE OF OPTION.  Effective as of today,  ______________,  200__,
            the   undersigned   ("PARTICIPANT")   hereby   elects  to   exercise
            Participant's  option to  purchase  _________  shares of the  Common
            Stock (the "SHARES")  of_________ (the "COMPANY") under and pursuant
            to the 2006 Equity  Incentive Plan (the "PLAN") and the Stock Option
            Award Agreement dated ____________, 200__ (the "AWARD AGREEMENT").

      2.    DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the
            full  purchase  price  of the  Shares,  as set  forth  in the  Award
            Agreement,  and  pursuant to the  cashless  exercise  provisions  of
            Section 6g of the Plan.

      3.    REPRESENTATIONS  OF  PARTICIPANT.   Participant   acknowledges  that
            Participant has received, read and understood the Plan and the Award
            Agreement  and  agrees  to abide by and be bound by their  terms and
            conditions.

      4.    RIGHTS AS STOCKHOLDER.  The Participant shall not have any rights of
            a stockholder  upon  exercise of the Option,  which shall be settled
            solely in cash.

      5.    TAX  CONSULTATION.  Participant  understands  that  Participant  may
            suffer  adverse  tax  consequences  as  a  result  of  Participant's
            purchase or disposition of the Shares.  Participant  represents that
            Participant has consulted with any tax consultants Participant deems
            advisable  in  connection  with the purchase or  disposition  of the
            Shares and that  Participant  is not  relying on the Company for any
            tax advice.

      6.    SUCCESSORS  AND  ASSIGNS.  The  Company may assign any of its rights
            under  this  Agreement  to single or  multiple  assignees,  and this
            Agreement  shall inure to the benefit of the  successors and assigns
            of the Company.  Subject to the  restrictions on transfer herein set
            forth,  this Agreement shall be binding upon  Participant and his or
            her heirs, executors, Committees, successors and assigns.

      7.    INTERPRETATION.  Any dispute  regarding the  interpretation  of this
            Agreement  shall  be  submitted  by  Participant  or by the  Company
            forthwith  to the  Committee  which shall review such dispute at its
            next  regular  meeting.  The  resolution  of such a  dispute  by the
            Committee shall be final and binding on all parties.

      8.    GOVERNING  LAW.  This  Exercise  Notice is governed by the  internal
            substantive laws but not the choice of law rules of the State of New
            Jersey.

<PAGE>

      9.    ENTIRE  AGREEMENT.  The Plan and Award  Agreement  are  incorporated
            herein by reference.  This Agreement,  the Plan, the Award Agreement
            (including all exhibits) and the Investment Representation Statement
            constitute  the entire  agreement of the parties with respect to the
            subject  matter  hereof and  supersede  in their  entirety all prior
            undertakings  and  agreements  of the Company and  Participant  with
            respect  to the  subject  matter  hereof,  and may  not be  modified
            adversely to the Participant's interest except by means of a writing
            signed by the Company and Participant.

<PAGE>

Submitted by:                                Accepted by:

PARTICIPANT                                  SUMMIT GLOBAL LOGISTICS, INC.

_________________________________            ___________________________________
Signature                                    By


_________________________________            ___________________________________
Print Name                                   Title

ADDRESS:                                     ADDRESS:


_________________________________            Type in address

_________________________________            City, State, Zip code

                                             ___________________________________
                                             Date Received

<PAGE>

                                    EXHIBIT C

                          SUMMIT GLOBAL LOGISTICS, INC.
                           2006 EQUITY INCENTIVE PLAN
                       STOCK APPRECIATION RIGHTS AGREEMENT

Name of SAR Holder: Raymer McQuiston

Address of SAR Holder: 35 William Penn Road

Number of SARs: 102,000, each representing a share of Common Stock

Initial SAR Value: $1,020,000

Grant Date: November 8, 2006

      Pursuant to and in accordance with the Summit Global Logistics,  Inc. 2006
Equity  Incentive  Plan, as amended from time to time (the  "Plan"),  this Stock
Appreciation  Rights Agreement (the "SAR  Agreement")  evidences the issuance to
the person named above (the "SAR Holder") by Summit Global Logistics,  Inc. (the
"Company"),  effective as of the date set forth above (the "Grant  Date"),  of a
number of stock appreciation rights set forth above (the "SARs").  The SARs will
be valued in  accordance  with,  and are subject to the terms,  definitions  and
provisions of, the Plan, which are incorporated herein by reference. Capitalized
terms not otherwise  defined herein shall have the meanings  ascribed to them in
the Plan.

      Subject  to the  terms and  conditions  of the Plan,  and  subject  to the
determination of the Compensation Committee in its sole discretion to accelerate
the vesting schedule hereunder,  the SARs issued hereunder shall vest and become
vested SARs on the respective dates indicated below:

                 Incremental (Aggregate Number)
                 of SARs to be Vested SARs             Vesting Date/Percent

                         51,000 (51,000)               FIRST ANNIVERSARY  OF
                                                       GRANT DATE -- 50%

                         51,000 (102,000)              SECOND ANNIVERSARY OF
                                                       GRANT DATE -- 100%

      All SARs  granted  hereunder  shall be vested in full upon the earliest to
occur of a Change in Control or the death,  Disability,  Retirement or voluntary
termination  for Good Reason of the SAR Holder.  Vested SARs may be exercised at
any time within five (5) years following the Grant Date.

      Upon the execution by the Company of a definitive  acquisition,  merger or
similar agreement  ("TRANSACTION  AGREEMENT") pursuant to which, upon closing, a
Change in Control

<PAGE>

would occur, the Committee,  in its sole  discretion,  and  notwithstanding  any
provision of the Transaction Agreement or the Plan,  including,  but not limited
to, Section 13.f.i. thereof, to the contrary, shall (i) require the acquiring or
surviving  entity (if not the  Company)  to assume the SARs in  accordance  with
their  terms  or (ii)  pay the  Participant,  for each  share  of  Common  Stock
underlying each SAR not previously exercised, the greater of (A) the transaction
consideration  per share of Common Stock  underlying each SAR or (B) the Initial
SAR Value per share of Common  Stock.  Such  assumption  or  payment  shall take
effect or be made, as applicable,  as of the closing date of the  transaction(s)
contemplated  by the Transaction  Agreement.  In the event that the closing does
not occur, this paragraph shall be null and void.

      Vesting of the SARs shall cease,  and unvested  SARs shall be  terminated,
upon  termination of employment of the SAR Holder with the Business  Entity that
employs him or her for Cause or other than for Good Reason.

      The SAR Holder  shall have no rights as a  stockholder  of the  Company by
virtue  of  having  been  issued  the  SARs  and  shall  have  only  the  rights
specifically provided in the Plan.

      By executing this SAR Agreement,  the SAR Holder  acknowledges  receipt of
the Plan (a copy of which is attached  hereto) and represents that he or she has
read and the terms and  provisions  of the Plan and accepts the  issuance of the
SARs subject to all of such terms and provisions.

<PAGE>

                                               SUMMIT GLOBAL LOGISTICS, INC.

                                               By:______________________________

                                                   Name:

                                                   Title:_______________________


                                               ACKNOWLEDGED AND AGREED BY SAR
                                               HOLDER:

                                                   Name:

                                                   Signature:___________________

<PAGE>

                           2006 EQUITY INCENTIVE PLAN
                            STOCK APPRECIATION RIGHT

                                 EXERCISE NOTICE

            Pursuant to the provisions of the Summit Global Logistics, Inc. 2006
Equity  Incentive Plan (the "Plan") and that certain Stock  Appreciation  Rights
Agreement by and between  Summit  Global  Logistics,  Inc. (the  "Company")  and
____________  (the  "Grantee") as of  _______________  __, 20__, I, the Grantee,
hereby  exercise the Stock  Appreciation  Rights  granted under the terms of the
Plan to the extent of __________  shares of the Common Stock of the Company (the
"SARs").  If  applicable,  I deliver to the  Company  herewith  payment  for tax
withholding  with  respect  to  the  exercise  of the  SARs  in  the  amount  of
$__________.

TO BE COMPLETED BY THE GRANTEE

               A.     Number of SARs:                     ____________

               B.     Initial SAR Value                   $___________

               C.     Total Initial SAR Value of
                      Shares (A x B):                     $___________

TO BE COMPLETED BY THE COMPANY

               D.     Value per share of Common Stock, as of
                      __________, times the
                      number of shares being
                      exercised (A):                      $___________

               E.     TOTAL PAYMENT
                      DUE (D - C):                        $___________


Date: ____________________                  ____________________________________
                                            Grantee

                                            ____________________________________
                                            Address

                                            ____________________________________
                                            Social Security Number

<PAGE>

                                    EXHIBIT D