Exhibit
        14.1
 
 **RADIANT
        LOGISTICS, INC.**
 
 **1227
        120** **th** **Avenue N.E**
 **Bellevue,
        WA 98005**
 
 March
        6,
        2006
 
 **To
        Our Employees, Officers and Directors:**
  Radiant
          Logistics,
          Inc. (the ***“Company”*** )
          maintains the highest legal and ethical standards in the conduct of its
          business
          and demands high ethical standards in all of our business endeavors. We
          believe
          that an awareness of the Company’s general policies regarding business conduct
          is vital to the Company and its success and to each employee, officer and
          director in the achievement of our goals and objectives.
 
 For
          our employees,
          officers and directors, proper business conduct requires strict compliance
          with
          the spirit, as well as the letter, of the laws and regulations that apply
          to our
          business. We require adherence to the highest business and personal ethics
          in
          dealings involving the Company or its reputation and as such, the policies
          summarized in this booklet go beyond the strict requirements of the law.
          Although it does not answer every question of conduct that may arise in
          our
          business, the principles embodied in this booklet should alert you to situations
          that may require extra caution or guidance.
 
 If
          you have any
          questions you may consult your supervisor or management colleagues. In
          addition,
          you may seek advice on a confidential basis by following the procedures
          set
          forth in Section XVI for reporting violations of company policies and seeking
          advice or reporting possible unethical conduct. Violating the standards
          of
          business conduct outlined in this booklet may subject a violator to severe
          disciplinary action, up to and including immediate termination and prosecution
          which could lead to personal fines or worse.
 
 You
          are urged to read
          and understand this booklet. This booklet, together with related policies,
          procedures and educational efforts comprises the Company’s internal compliance
          program as contemplated by the Federal Sentencing Guidelines for
          corporations.
 
 To
          insure uniform
          acknowledgement and adoption by all Company personnel, shortly following
          receipt
          hereof, you will be asked to certify that you have read and understood
          these
          policies. Thereafter, we reserve the right to ask for recertifications
          on an
          annual basis. The form of certification is located on the last page of
          Exhibit
          A.




Sincerely,Bohn H. CrainChief Executive
                Officer




















**RADIANT
      LOGISTICS, INC.**








**C** **ODE** **** **O** **F** **** **B** **USINESS** **** **C** **ONDUCT**








**AND**





**E** **THICS**














**March
      6, 2006**
























**CODE** **** **OF** **** **BUSINESS** **** **CONDUC** **T** **AND** **** **ET** **H** **ICS
      TABLE** **** **O** **F** **CONTENTS**








**Page**I.
            ETHICSANDCOMPLIANCE1II.
            COMPLIANCEWITHLAWS,RULESANDREGULATIONS
            1III.
            CONFIDENTIALINFORMATION
            1DisclosureofCompany’sConfidential
                Information
            2Patents,
                Copyrights,Trademarks
                andProprietaryInformation
            2No
                Inadvertent Disclosures
            2Competitive
                Information
            3IV.
            CONFLICTSOFINTERESTANDCORPORATEOPPORTUNITY
            3V.
            CUSTOMER,SUPPLIERANDCOMPETITORRELATIONS
            4PermissiblePayments
            4Bribes
            5Gifts
            5VI.
            ENTERTAINMENT
            5Government
                Representatives
            5CompliancewithAntitrustLaws
            6VII.
            INSIDERTRADING
            7VIII.
            RECORDMANAGEMENT
            7IX.
            RECORDINGTRANSACTIONS
            7Company
                Records
            7X.
            USEOFCOMPANYASSETS
            8ElectronicCommunications
            8ThirdPartySoftware
            8IntellectualProperty
            9XI.
            FAIRDISCLOSUREPOLICY
            9XII.
            FINANCIALCODEOFETHICS
            10XIII.
            POLITICAL
                ACTIVITYANDCONTRIBUTIONS
            10XIV.
            DISCRIMINATIONANDHARASSMENT
            10XV.
            HEALTHANDSAFETY
            10XVI.
            REPORTINGVIOLATIONSOFCOMPANYPOLICIES
            11XVII.
            WAIVER
            11
















**I.**  **ETHICS** **** **AND** **** **COM** **P** **LIANCE**





Radiant
      Logistics, Inc. (the ***“Company”*** )
      operates in accordance with the highest ethical standards and relevant laws.
      The
      Company places the highest value on the integrity of each of its directors,
      officers, employees and representatives. The Company’s culture demands not only
      legal compliance, but also responsible and ethical behavior. Unless otherwise
      specifically noted, the policies outlined in this booklet apply across the
      Company, in all states and regions. This booklet may not cover all Company
      policies or all laws, but sets out basic principles to guide all employees
      of
      the Company. The Code should also be provided to and followed by the Company’s
      agents and representatives, including consultants.





If
      there
      is a conflict of law with a policy in this Code, then you must comply with
      the
      law. If local custom or practice conflicts with this Code, then you must comply
      with this Code. If your line of business or region has a policy or practice
      that
      conflicts with this Code then you must comply with this Code. This Code is
      a
      baseline, or a minimum requirement, which must always be followed. The only
      exception granted is if a law absolutely requires you to comply or if a written
      exception to the Code has been obtained in the manner provided
      herein.





Those
      who
      violate the standards in this Code will be subject to disciplinary action,
      up to
      and including termination of employment. *If
      you are in a situation which you believe may violate or lead to a violation
      of
      this Code, follow the guidelines described in Section XVI of this
      Code.*





**II.**  **COMPLIANCE
      WITH LAWS, RULES AND REGULATIONS.**





Obeying
      the law, both in letter and in spirit, is the foundation on which this Company’s
      ethical standards are built. All employees must respect and obey the laws of
      the
      cities, states and countries in which we operate. Although not all employees
      are
      expected to know the details of these laws, it is important to know enough
      to
      determine when to seek advice from supervisors, managers or other appropriate
      personnel.





**III.**  **CONFIDENTIAL
      INFORMATION**





The
      Company believes its confidential proprietary information is an important asset
      in the operation of its business and prohibits the unauthorized use or
      disclosure of this information. Confidential information includes all non-public
      information that might be of use to competitors, or harmful to the Company
      or
      its customers, if disclosed. It also includes information that suppliers and
      customers have entrusted to us. The Company respects the property rights of
      other companies to their confidential proprietary information and requires
      its
      directors, officers, and employees to fully comply with U.S. and foreign laws
      and regulations protecting such rights. The obligation to preserve confidential
      information continues even after employment ends. The Company’s success is
      dependent upon strict adherence to this policy and all applicable standards
      and
      procedures.



















***Disclosure
      of Company’s Confidential Information***





Information
      is
      crucial to any business. Open and effective dissemination of this information
      is
      critical to our success. However, much of the information concerning the
      Company’s business activities is confidential. The disclosure of this
      information outside the Company would seriously damage the Company’s
      interests.





To
      protect this information, it is Company policy that:




•
                    Confidential
                        information of the Company should be disclosed within the
                        Company only on
                        a need-to-know
                        basis;
 
 •
                  Confidential
                      information of the Company (paper or electronic) should be
                      marked with
                      additional handling instructions designated by the Chief Executive
                      Officer
                      or the General Counsel;
                      and
 
 •
                    Confidential
                        information of the Company should be disclosed outside the
                        Company only
                        when required by law or when necessary to further the Company’s business
                        activities and in accordance with the Company’s disclosure
                        guidelines.





Under
      no
      circumstances are confidential Company documents to be provided to any third
      party, without express consent of the Chief Executive Officer or the General
      Counsel. This restriction on the disclosure of confidential information
      includes, but is not limited to, any confidential Company documents relating
      to
      customers, competitors or suppliers of the Company.





***Patents,
      Copyrights, Trademarks and Proprietary Information***





Protection
      of the
      Company’s intellectual property, including any patents, copyrights, trademarks,
      scientific and technical knowledge, know-how and the experience developed in
      the
      course of the Company’s activities is essential to maintaining the Company’s
      competitive advantage. This information should be protected by all Company
      personnel and should not be disclosed to outsiders.





Much
      of the
      information the Company develops related to customer relationships, supplier
      relationships, customer pricing, trade secrets, marketing strategies, contract
      negotiations, operating plans and business methods and practices is original
      in
      nature and its protection is essential to our continued success. Such
      proprietary/confidential information and trade secrets may consist of any
      formula, pattern, device or compilation of information maintained in secrecy
      which is used in business, and which gives that business an opportunity to
      obtain an advantage over competitors who do not know about it or use it. This
      information should be protected by all Company directors, officers, and
      employees and not disclosed to outsiders. Its loss through inadvertent or
      improper disclosure could be harmful to the Company.





***No
      Inadvertent Disclosures***





You
      should be
      especially mindful in the use of the telephone, fax, telex, electronic mail,
      and
      other electronic means of storing and transmitting information.














You
        should take every practicable step to preserve the Company’s confidential
        information. For example, you should not discuss material information in
        any
        public place where you can be overheard; read confidential documents in public
        places or discard them where they can be retrieved by others; leave confidential
        documents in unattended conference rooms; or leave confidential documents
        behind
        when a conference is over. Also, you should be aware of the carrying quality
        of
        conversations conducted on speaker telephones in offices, and of the potential
        for eavesdropping on conversations conducted on mobile, car or airplane
        telephones, and other unsecured means of communication.
 
 Employees
        are reminded of their obligation not to disclose the Company’s proprietary
        confidential information, both while they are employed and after they leave
        the
        Company. Your loyalty, integrity and sound judgment, both on and off the
        job,
        are essential to the protection of such information.
 
 ***Competitive
        Information***
 
 Collecting
        information on our competitors from legitimate sources is proper and often
        necessary. However, there are limits to the ways information should be acquired.
        Practices such as industrial espionage, stealing and seeking confidential
        information from a new employee who recently worked for a competitor are
        not
        permitted.
 
 **IV.**  **CONFLICTS
        OF INTEREST AND CORPORATE OPPORTUNITY**
 
 Conflicts
        of interest result from situations or activities which may benefit an employee,
        officer or director by virtue of his position with, or at the expense of,
        the
        Company. A conflict situation can arise when an employee, officer or director
        takes actions or has interests that may make it difficult to perform his
        or her
        Company work objectively and effectively. A conflict of interest may also
        exist
        if a family member’s interest interferes with a person’s independent exercise of
        sound judgment. You should avoid any action which may involve, or may appear
        to
        involve, a conflict of interest with the Company. You should not have any
        financial or other business relationships with suppliers, customers or
        competitors that might impair, or even appear to impair, the independence
        of any
        judgment you may need to make on behalf of the Company. In addition, actions
        of
        your family members may create a conflict of interest. For example, doing
        business with an organization that is partially or fully owned by members
        of
        your family may create a conflict of interest.
 
 Therefore,
        it is Company policy that unless a written waiver is granted (as explained
        below), you may not:
 
 •
              Perform
                  services for a public or private company, or have a financial interest
                  in
                  a private company or more than a 5% financial interest in a public
                  company, that is, or may become, a supplier, customer, or competitor
                  of
                  the Company.
 
 •
              Perform
                  outside work or otherwise engage in any outside activity or enterprise
                  that may create a conflict with the Company’s best
                  interests.




•
              Take
                  for yourself personally, opportunities that are discovered through
                  the use
                  of Company property, information and
                  position;
 
 •
              Use
                  Companyproperty,
                  information or position for personal gain; or
 
 •
              Compete
                  with the Company.




Independent
        directors are not prohibited from, and the Company renounces any interest
        or
        expectancy in, pursuing any opportunity that is presented to them other than
        primarily in his or her capacity as a director of the Company.
 
 In
        addition, you may not acquire any interest in outside entities, properties
        or
        assets in which the Company has an interest or potential interest. This includes
        business opportunities that may be competitive with the business of the Company,
        securities in businesses being considered for acquisition, or interests in
        possible new or expanded Company projects, facilities or business opportunities.
        Solicitation of vendors or employees for gifts or donations shall not be
        allowed
        except with the permission of the Chief Financial Officer. If one of your
        family
        members engages in an activity that would be considered a “conflict of interest”
if you were to undertake it, then you will be deemed to have a “conflict of
        interest.”
 
 Employees
        are under a continuing obligation to disclose to their supervisors any situation
        that presents the possibility of a conflict or disparity of interest between
        the
        employee and the Company. An employee’s conflict of interest may only be waived
        if both the Chief Financial Officer and the employee’s supervisor waive the
        conflict in writing. Officers and directors are under a continuing obligation
        to
        disclose to the Board of Directors any situation that presents the possibility
        of a conflict or disparity of interest between such officer or director and
        the
        Company. An officer’s or a director’s conflict of interest may only be waived if
        the Board of Directors (or Audit Committee, if appointed) approves the waiver
        Disclosure of any potential conflict is the key to remaining in full compliance
        with this policy.
 
 **V.**  **CUSTOMER,
        SUPPLIER AND COMPETITOR RELATIONS**
 
 The
        Company believes that the Company, the economy, and the public benefit if
        businesses compete vigorously. You must treat customers, business allies,
        competitors and suppliers fairly and not engage in anticompetitive practices
        that unlawfully restrict the free market economy. Anticompetitive practices
        include taking unfair advantage of anyone through manipulation, concealment,
        abuse of privileged information, misrepresentation of material facts or any
        other unfair-dealing practice.
 
 ***Permissible
        Payments***
 
 The
        payment of normal discounts
        and allowances, commissions, fees, sales promotion activity, entertainment
        and
        the extension of services and other customary courtesies in the ordinary
        course
        of business is permissible so long as they have been authorized and properly
        recorded.
        If a customer, supplier or vendor has adopted a more stringent policy than
        the
        Company’s regarding gifts and gratuities, then the Company’s representative must
        comply with that more stringent policy when dealing with that person or entity.















***Bribes***
 
 No
        illegal payment in any form (whether funds or assets) may be made directly
        or
        indirectly to anyone for the purpose of obtaining or retaining business or
        to
        obtain any other favorable action. It is imperative that each and every person
        who does business with the Company understands that we will not, under any
        circumstances, give or accept bribes or kickbacks. A violation of this policy
        will subject the employee to disciplinary action as well as potential criminal
        prosecution.
 
 ***Gifts***
 
 No
        gift
        should be accepted from a supplier, vendor or customer unless the gift has
        insubstantial value (less than $100) and a refusal to accept it would be
        discourteous or otherwise harmful to the Company. An arm’s length relationship
        must be maintained at all times and employees should avoid excessive or lavish
        gifts or events that may give the appearance of undue influence. This applies
        equally to gifts to suppliers or vendors.
 
 **VI.**  **Entertainment**
 
 Appropriate
        business entertainment of employees occurring in connection with business
        discussions or the development of business relationships is generally deemed
        appropriate in the conduct of official business. This may include
        business-related meals and trips, refreshments before or after a business
        meeting, and occasional athletic, theatrical or cultural events. Entertainment
        in any form that would likely result in a feeling or expectation of personal
        obligation should not be extended or accepted. This applies equally to giving
        or
        receiving entertainment.
 
 ***Government
        Representatives***
 
 What
        is
        acceptable practice in the commercial business environment may be against
        the
        law or the policies of federal, state or local governments. Therefore, no
        gifts
        or business entertainment of any kind may be given to any government employee
        without the prior approval of the Chief Financial Officer or General Counsel,
        except for items of nominal value (i.e., pens, coffee mugs, etc.).
 
 In
        addition, a U.S. law, the Foreign Corrupt Practices Act (FCPA) prohibits
        the
        Company or anyone acting on behalf of the Company from making a payment or
        giving a gift to a non-U.S. government official for purposes of obtaining
        or
        retaining business. The FCPA applies to the Company everywhere in the world
        where we do business and even applies to you if you are not a U.S.
        citizen.














*Facilitating
        Payments*
 
 In
        addition, the FCPA recognizes that in a number of countries, tips and gratuities
        of a minor nature are customarily required by lower level governmental
        representatives performing ministerial or clerical duties to secure the timely
        and efficient execution of their responsibilities (e.g., customs clearances,
        visa applications, installation of telephones, and exchange transactions).
        If
        you encounter a situation where an expediting or facilitating payment is
        requested in order to expedite or advance a routine performance of legitimate
        duties, then you need to contact the General Counsel for an analysis under
        the
        FCPA.
 
 *Third
        Party Agents*
 
 The
        Company’s business may involve the use of agents, consultants, brokers or
        representatives in connection with its dealing with governmental entities,
        departments, officials and employees. Such arrangements may not be employed
        to
        channel payoffs to government entities or officials or otherwise violate
        the
        FCPA.
 
 ***Compliance
        with Antitrust Laws***
 
 You
        are
        expected to comply with applicable federal, state and foreign antitrust laws.
        All mergers, acquisitions, strategic alliances, and other types of extraordinary
        business combinations which raise concerns of market domination or abuse,
        should
        receive timely legal review to assure that the Company competes aggressively,
        but not unlawfully. When any doubt exists as to the legality of any action
        or
        arrangement, the matter should be discussed with the General
        Counsel.
 
 *Agreements
        with Competitors*
 
 Formal
        or
        informal agreements with competitors that seek to limit or restrict competition
        in some way are often illegal. Unlawful agreements include those which seek
        to
        fix or control prices; allocate products, markets or territories; or boycott
        certain customers or suppliers. To ensure compliance with antitrust law,
        discussions with competitors regarding any of these potential agreements
        is a
        violation of Company policy and will subject the employee to disciplinary
        action
        as well as the potential for criminal prosecution.
 
 *International
        Application*
 
 International
        operations of the Company may be subject to the antitrust laws of the United
        States. Advice on this subject as well as similar requirements under other
        applicable jurisdictions should be sought from the General
        Counsel.













**VII.**  **INSIDER
        TRADING**
 
 Federal
        law and Company policy prohibit employees, directly or indirectly through
        their
        families or others, from purchasing or selling Company securities while in
        the
        possession of material, non-public information concerning the Company. This
        same
        prohibition applies to trading in the securities of other publicly held
        companies on the basis of material, non-public information **.
        You must follow the Insider Trading Policy which is attached hereto as** **Exhibit
        A** **and incorporated herein by reference.**
 
 **VIII.**  **RECORD
        MANAGEMENT**
 
 The
        Corporate Secretary has Company-wide responsibility for developing,
        administering and coordinating the records management program, and issuing
        retention guidelines for specific types of documents. Records should be
        maintained to comply with applicable statutory, regulatory or contractual
        requirements, as well as those pursuant to prudent business practices. It
        is
        Company policy that no records that are the subject of or related to litigation
        or an ongoing or impending investigation shall be destroyed by any employee
        or
        agent of the Company. Employees should contact the Corporate Secretary for
        specific information on record retention.
 
 **IX.**  **RECORDING
        TRANSACTIONS**
 
 The
        integrity of the Company’s record-keeping and reporting systems is of the utmost
        importance. The Company shall make and keep books, invoices, records and
        accounts that, in reasonable detail, accurately and fairly reflect the
        transactions and dispositions of the assets of the Company. You must maintain
        accurate and fair records of transactions, time reports, expense accounts,
        and
        other Company records. You must use special care to make sure that records
        are
        accurately and completely prepared and reviewed, whether they are intended
        for
        internal use or for an external party, including any governmental authorities.
        The Company shall devise and maintain a system of internal controls sufficient
        to provide reasonable assurances that transactions are properly authorized,
        executed, and recorded.
 
 ***Company
        Records***
 
 All
        Company books, records, accounts, funds and assets must be maintained to
        reflect
        fairly and accurately the underlying transactions and disposition of Company
        business in reasonable detail. No entries will be made that intentionally
        conceal or disguise the true nature of any Company transaction.
 
 In
        this
        respect, the following guidelines must be followed:


•
              No
                  unrecorded or “off the books” funds or assets should be established for
                  any purpose;
 
 •
              No
                  false, misleading or fictitious invoices should be paid or
                  created;
 
 •
                No
                    false or artificial entries should be made or misleading reports
                    issued;















•
              Assets
                  and liabilities of the Company shall be recognized and stated in
                  accordance with the Company’s standard practices and
                  GAAP;
 
 •
              No
                  material failure to make entries should be permitted;
                  and
 
 •
              The
                  documentation evidencing each transaction and each payment on behalf
                  of
                  the Company shall fairly represent the nature of such transaction
                  or the
                  purpose of such payment.
 
 If
        you
        believe that the Company’s books and records are not being maintained in
        accordance with these requirements, you should immediately report the matter
        directly to your supervisor or to the Chief Financial Officer or, at your
        option, to General Counsel.
 
 **X.**  **USE
        OF COMPANY ASSETS**
 
 The
        Company’s assets are to be used only for the legitimate business purposes of the
        Company and its subsidiaries and only by authorized employees or their
        designees. This includes both tangible and intangible assets. The use of
        Company
        time, materials, assets or facilities for purposes not directly related to
        Company business, or the removal or borrowing of Company property without
        permission, is prohibited. You should use and maintain the Company’s assets with
        care and respect, while guarding against waste and abuse.
 
 ***Electronic
        Communications***
 
 The
        Company’s electronic mail (e-mail) system should be restricted primarily to
        Company business. Highly confidential information should be handled
        appropriately. The Company reserves the right at any time to monitor and
        inspect, without notice, all electronic communications data and information
        transmitted on the network and electronic files located on personal computers
        owned by the Company or computers on the premises used in Company business.
        The
        use of the Company’s internet services should be restricted primarily to Company
        business.
 
 ***Third
        Party Software***
 
 Third
        party software is provided to you as a productivity tool to assist in performing
        your job functions. Please note that, just because third party product or
        utility software is located on a corporate utility server, it does not
        necessarily mean that it is licensed for use as a standalone software product.
        “Software” includes programs, routines, and procedures that cause a computer
        system to perform a predetermined function or functions, as well as the
        supporting documentation. You have an obligation to protect and manage our
        software. All software use must be in compliance with applicable laws and
        contractual obligations assumed by the Company, including copyright laws
        and
        necessary licensing. You may be liable to the owners and/or licensors of
        third
        party software for illegal software use.














***Intellectual
        Property***
 
 To
        the
        extent permitted under applicable law, employees, contractors and temporary
        employees shall assign to the Company any invention, work of authorship,
        composition or other form of intellectual property created during the period
        of
        employment.
 
 **XI.**  **FAIR
        DISCLOSURE POLICY**
 
 The
        Company is committed to fair disclosure of information to its shareholders,
        the
        financial community, and the public.
 
 The
        Company and its management team believe it is in the Company’s best interest to
        maintain an active and open communication with shareholders and potential
        investors regarding the Company’s historical performance and future prospects.
        The Company can create shareholder value by publicly articulating its
        strategies, business strengths, and growth opportunities. The Company is
        also
        aware of its need for confidentiality about details of key business and
        operating strategies.
 
 In
        addition, any reports or information provided on the Company’s behalf to
        federal, state, local or foreign governments should be true, correct and
        accurate. Any omission or misstatement could result in a violation of the
        reporting laws, rules and regulations.
 
 **Authorized
        Spokespersons**
 
 The
        Company speaks to the financial community and its shareholders through
        authorized representatives. The following persons are authorized to communicate
        on behalf of the Company to analysts, securities market professionals and
        major
        stockholders of the corporation.


•
              Bohn
                  H. Crain, Chief Executive Officer
 
 •
              Stephen
                  M. Cohen, General Counsel




Other
        officers or employees of the corporation may from time to time communicate
        with
        analysts and investors, with the advance approval of the Chief Executive
        Officer, as part of the Company’s investor relations program. In such instances,
        an authorized representative will also be present. No employee is authorized
        to
        communicate business or financial information about the Company that is
        non-public, material information, except through Company sanctioned public
        disclosure or for business purposes under a non-disclosure
        agreement.














**General**
 
 Except
        as
        specified in this Code, you may not communicate to analysts and investors
        and
        shall refer all questions to the Chief Executive officer or, in his or her
        absence, another authorized representative.
 
 The
        Company endeavors to make appropriate announcements and to conduct interviews
        with the media about its business and significant developments. Appropriate
        training will be provided to each authorized representative on compliance
        with
        the policy, review of public statements regarding material information, and
        procedures for disclosing non-public information.
 
 **XII.**  **FINANCIAL
        CODE OF ETHICS**
 
 The
        Company’s Code of Ethics for the Chief Executive Officer and Senior Financial
        Officers contains the ethical principles by which the Chief Executive Officer,
        Chief Financial Officer, principal accounting officer or Controller, or,
        if no
        person holds any such offices, the person or persons performing similar
        functions, are expected to conduct themselves when carrying out their duties
        and
        responsibilities. The Code of Ethics for the Chief Executive Officer and
        Senior
        Financial Officers is attached hereto as Exhibit
        B and is
        incorporated herein by reference.
 
 **XIII.**  **POLITICAL
        ACTIVITY AND CONTRIBUTIONS**
 
 It
        is
        Company policy that no corporate funds may be used to make political
        contributions of any kind to any candidate or political party. This prohibition
        covers not only direct contributions but also indirect assistance or support
        of
        candidates or political parties through the purchase of tickets to special
        dinners or other fund-raising events, and the furnishing of any other goods,
        services or equipment to political parties or committees. However, the policy
        does not prohibit the formation of a Political Action Committee sponsored
        by the
        Company to the extent that federal and state law permits it. Political
        contributions or activities by individuals on their own behalf are, of course,
        permissible. No person may be reimbursed directly or indirectly by the Company
        for any political contribution or for the cost of attending any political
        event.
        In addition, employees may not be given time off with pay for political
        activity.
 
 **XIV.**  **DISCRIMINATION
        AND HARASSMENT**
 
 We
        are
        firmly committed to providing equal opportunity in all aspects of employment
        and
        will not tolerate any illegal discrimination or harassment of any kind. Examples
        include derogatory comments based on racial or ethnic characteristics and
        unwelcome sexual advances.
 
 **XV**.  **HEALTH
        AND SAFETY**
 
 The
        Company strives to provide
        each employee with a safe and healthy work environment. You have a
        responsibility for maintaining a safe and healthy workplace for all employees
        by
        following safety and health rules and practices and reporting accidents,
        injuries and unsafe equipment, practices or conditions.















Violence
        and threatening behavior are not permitted. You should report to work in
        condition to perform duties, free from the influence of illegal drugs or
        alcohol. The use of illegal drugs or alcohol in the workplace will not be
        tolerated.
 
 **XVI.**  **REPORTING
        VIOLATIONS OF COMPANY POLICIES**
 
 There
        are
        no easy answers to many ethical issues we face in our daily business activities.
        In some cases the right thing to do will be obvious, but in other more complex
        situations, it may be difficult for an employee to decide what to do. When
        you
        are faced with a tough ethical decision or whenever you have any doubt as
        to the
        right thing to do, you should talk to someone else such as their supervisor,
        another manager, the Chief Financial Officer, or in the case of the Company's
        directors and officers, the Company's General Counsel. The Company has also
        established a system for reporting violations of any of the Company policies,
        as
        well as any suspected illegal activity or misconduct by any employee or
        representative of the Company. This may be done anonymously in writing to
        either:


Bohn
                  H. Crain
                1227
                  120thAvenue N.E
                Bellevue,
                  WA 98005
              or
              Stephen
                  M. Cohen
                1835
                  Market Street,
                Suite
                  1500
                Philadelphia,
                  PA 19103




In
        the
        event the violation involves the conduct of an officer or director of the
        Company, the violation should be reported to the Chairperson of the Audit
        Committee.
 
 The
        Company will not permit any form of retribution against any person, who,
        in good
        faith, reports known or suspected violations of Company policy. It is a
        violation of this Code for anyone to be discriminated against or harassed
        for
        contacting his or her supervisor, or an authorized officer or director of
        the
        Company, with a good faith report of a suspected violation of law or policy.
        If
        you feel that you are being retaliated against in violation of this policy,
        please follow the procedures for reporting violations. You are expected to
        cooperate in any internal investigations of misconduct.
 
 **XVII.
        WAIVER**
 
 Waivers
        of any provision of this Code shall be made by the Board of Directors or
        Audit
        Committee. Persons seeking a waiver should be prepared to disclose all relevant
        facts and circumstances, respond to inquiries for additional information,
        explain why a waiver is necessary, appropriate or in the best interest of
        the
        Company and comply with any procedures that may be required to protect the
        Company in connection with the waiver. If a waiver of this Code is granted
        for
        an executive officer or director, appropriate disclosure will promptly be
        made
        in accordance with applicable laws, rules and regulations, including the
        listing
        standards of any exchange on which the Company’s common stock is
        traded.











**Exhibit
        A**
 **CONFIDENTIAL
        MEMORANDUM**
 **RADIANT
        LOGISTICS, INC.**
 **POLICY
        STATEMENT ON INSIDER TRADING**
 **FOR
        DIRECTORS, OFFICERS AND EMPLOYEES**
 
 **Effective
        Date: March 6, 2006**
 
 **Overview**
 
 Enclosed
        for your review and continuing reference is the Radiant Logistics, Inc. Policy
        Statement on Insider Trading. **This
        policy applies to all employees, advisers and directors of Radiant Logistics,
        Inc. and its subsidiaries (collectively, the "Company")** , **and
        should be carefully examined before you engage in any transaction involving
        the
        stock of the Company** .
        As an
        essential part of your work, you may have access to material nonpublic
        information about the Company or its business, including information about
        other
        companies with which the Company does or may do business. The Securities
        Exchange Act of 1934 and the rules of the Securities and Exchange Commission
        ("SEC") prohibit the purchase or sale of securities while in the possession
        of
        material nonpublic information and the selective disclosure of such information
        to others who may trade. This Policy Statement has been adopted to comply
        with
        those requirements. In addition, it is the Company's policy to avoid even
        the
        appearance of improper conduct by anyone employed by or associated with the
        Company. Accordingly, the ethical and business principles reflected in this
        Policy Statement extend beyond the requirements of the federal securities
        laws.
  The
        consequences of insider violations can be substantial. Individuals who trade
        on
        insider information or tip information to others are subject to:
  ·
              A
                  jail term of up to ten years;
  ·
              A
                  civil penalty of up to three times the profit gained or loss avoided;
                  and
  ·
                A
                    criminal fine (no matter how small the profit) of up to $1
                    million.
  This
        Policy Statement is organized in two distinct parts. **Part
        A identifies our general policy on insider trading and is applicable to ALL
        employees of the Company** . **Part
        B identifies specific issues that are applicable only to “Company
        Insiders.”**
  For
        the
        purpose of this Policy Statement, we have defined “Company Insiders” as all
        directors and executive officers of the Company, and shareholders who
        beneficially own more than 10% of the Company’s stock, as well as their
        immediate family members. Executive officers include the persons who occupy
        the
        principal executive offices of the Company such as chief executive officer,
        chief operating officer, president, principal accounting officer (or if there
        is
        no such accounting officer, the controller), as well as any vice presidents
        in
        charge of a principal business unit, division or function (such as sales,
        administration or finance).
  Employees
        who are not “Company Insiders” need not review Part B. After reviewing Part A
        they may proceed directly to the certification sheet on page 12 of this Policy
        Statement.
   
  **PART
          A**
  **I.** **Our
          Policy**
 
 No
          director, officer or employee who has material nonpublic information relating
          to
          the Company may buy or sell securities of the Company (other than pursuant
          to a
          pre-approved trading plan that complies with SEC Rule 10b5-1), directly
          or
          indirectly, or engage in any other action to take personal advantage of
          that
          information, or to pass that information on to others. This policy also
          applies
          to trading in securities of any other company, including customers or suppliers,
          while in possession of material nonpublic information.
  Transactions
          that may be necessary or justifiable for independent reasons (such as the
          need
          to raise money for an emergency expenditure) are no exception. Even the
          appearance of an improper transaction must be avoided to preserve the Company's
          reputation for adhering to the highest standards of conduct.
  This
          Policy Statement also applies to your spouse, any immediate family member
          living
          in your household, any trust of which you or your spouse serves as trustee
          or
          any entity in which you or a member of your immediate family has an ownership
          interest. You are responsible for their compliance with this Policy
          Statement.
  From
          time
          to time, the Company may recommend that directors, officers, selected employees
          and others suspend trading during a "blackout period" because of developments
          known to the Company and not yet disclosed to the public. In such event,
          such
          persons will be advised not to engage in any transactions involving the
          purchase
          or sale of the Company's securities during such period and should not disclose
          to others the fact of such suspension of trading.
  **II.** **Definition
          of Material Nonpublic Information**
  " Material "
          information is any information that a reasonable investor would likely
          consider
          important in a decision to buy, hold or sell stock. In short, **any
          information which could reasonably affect the price of the
          stock** .
          Either
          positive or negative information may be material. Common examples of information
          that will frequently be regarded as material, assuming the same has not
          been
          publicly disclosed by the Company, are projections of future earnings or
          losses
          or financial liquidity problems; major marketing changes; news of a pending
          or
          proposed joint venture, merger, acquisition or tender offer; news of a
          significant sale of assets or the disposition of a subsidiary; changes
          in
          dividend policies or the declaration of a stock split or the offering of
          additional securities; changes in management; major personnel changes;
          significant new products or discoveries; significant litigation or government
          investigations; or the gain or loss of a substantial customer or
          supplier.
  " Nonpublic "
          or
          " inside "
          information is any information which has not been disclosed generally to
          the
          marketplace. Information should be treated as nonpublic unless a reasonable
          period of time has passed since it has been distributed by means likely
          to
          result in a general public awareness of the information. Such awareness
          would
          result, for example, by publication of the information in a daily newspaper
          or
          the issuance of a press release. As a general rule, information may be
          considered public two business days after it has been broadly distributed
          to the
          general public.
  An
          officer, director or employee should not enter a trade immediately after
          the
          Company has made a public announcement of material information. Because
          the
          Company's stockholders and the investing public should be afforded the
          time to
          receive the information and act upon it, as a general rule, you should
          not
          engage in any transactions until two business days after the information
          has
          been released. Thus, if an announcement is made on Monday, Wednesday generally
          would be the first day on which you should trade. If an announcement is
          made on
          a Friday, Tuesday generally would be the first day.




All
        information that you learn about the Company or its business plans in connection
        with your employment is potentially "inside" information until publicly
        disclosed or made available by the Company. You should treat all such
        information as confidential and proprietary to the Company. You may not disclose
        it to others, such as family, relatives, business or social acquaintances,
        who
        do not need to know it for legitimate business reasons. If this nonpublic
        information is also "material," you are required by law and the Company policy
        to refrain from trading and from passing the information on to others who
        may
        trade.
  Remember,
        if your securities transactions become the subject of scrutiny, they will
        be
        viewed after-the-fact with the benefit of hindsight. As a result, before
        engaging in any transaction you should carefully consider how regulators
        and
        others might view your transaction in hindsight.
  **III.** **Short-Term
        or Speculative Transactions**
  Short-term
        or speculative transactions involving the Company's stock carry a greater
        risk
        of liability for insider trading violations and also have an appearance of
        impropriety. For these reasons, the Company recommends that you do not engage
        in
        any of the following activities with respect to the Company's
        stock:
  Buying
        or Selling Puts or Calls on Company Stock .
        This
        includes options trading on any stock exchange or futures exchange.
  Short
        Sales of Company Stock .
        This
        involves selling stock you do not currently own in the expectation that the
        price of the stock will fall as a part of an arbitrage transaction. Short
        selling of Company stock by officers and directors also may be illegal under
        certain circumstances.
  Trading
        Company Stock on a Short -Term Basis .
        This
        involves buying and selling stock on the open market on a short-term basis
        (i.e., within six months). Please note that the SEC's short-swing profit
        rules
        already penalize officers and directors who purchase and sell, or sell and
        purchase, any Company stock within a six month period. This is further discussed
        in Part B of this Policy Statement.
  **IV.** **Transactions
        Under Company Plans**
  Stock
        Option Exercises .
        The
        restrictions contained in this Policy Statement do not apply to the exercise
        of
        an employee stock option, or to the exercise of a stock withholding right
        pursuant to which you elect to have the Company withhold shares subject to
        an
        option to satisfy tax withholding requirements. The restrictions contained
        in
        this Policy Statement do apply, however, to any sale of stock as part of
        a
        broker-assisted cashless exercise of an option or any other market sale for
        the
        purpose of generating the cash needed to pay the exercise price of an option.
        The restrictions contained in this Policy Statement also apply to your sales
        of
        any Company stock obtained upon exercise of an option.
  Employee
        Stock Purchase Plan .
        In the
        event the Company adopts an employee stock purchase plan in the future, the
        restrictions contained in this Policy Statement would not apply to purchases
        of
        the Company's stock in any employee stock purchase plan resulting from your
        periodic contribution of money to the plan pursuant to an election you make
        at
        the time you enroll in the plan. The restrictions contained in this Policy
        Statement also would not apply to purchases of Company stock resulting from
        lump
        sum contributions to any employee stock purchase plan, provided that you
        elected
        to participate by lump-sum payment at the beginning of the applicable enrollment
        period. The restrictions contained in this Policy Statement would apply to
        your
        election to participate in an employee stock purchase plan for any enrollment
        period, and to your sales of Company stock purchased pursuant to the
        plan.











**V.** **Preserving
        Material, Nonpublic Information**
  If
        you
        acquire any nonpublic information relating to the Company or any other company
        while performing duties for the Company, you must keep that information
        confidential. You must not disclose that information to any person or entity
        outside the Company, except as required for a legitimate business purpose.
        In
        order to safeguard the Company's confidential information, and to minimize
        the
        possibility that you will violate the law, the following policies have been
        adopted:
 
 1.
        All
        confidential information relating to the Company or any other company should
        be
        handled on a need-to-know basis. Such information should not be discussed
        with
        any person who does not need to know such information for purposes of conducting
        the Company's business. Friends, relatives and business associates are among
        the
        persons with whom confidential information should not be discussed.
 
 2.
        Confidential information should not be posted in Internet chatrooms, discussed
        in hallways, elevators or other public places (such as airplanes or restaurants)
        where conversations might be overheard, and inadvertent disclosure should
        not be
        made through speaker phone discussions that can be overheard.
 
 3.
        In
        order to prevent access by unauthorized persons, confidential documents should
        be stored appropriately when not being used, and other appropriate precautions
        should be taken. These may include using sealed envelopes, marking documents
        "Confidential," shredding documents and using secret access codes and other
        appropriate computer security measures.
 
 4.
        If you
        have **any** doubt
        about whether you possess material nonpublic information regarding the Company
        or any other company, you should not disseminate such information to anyone
        outside the Company.
 
 5.
        If you
        become aware of a leak, deliberate or otherwise, of nonpublic information
        relating to the Company or any other company, please report the leak immediately
        to the Company's Chief Financial Officer or General Counsel. A "leak" is
        any
        unauthorized disclosure of nonpublic information about the Company or any
        other
        company made to a person or entity outside the Company.
  6.
        All
        inquiries involving the Company from persons outside the Company, including
        the
        news media, brokers, investment bankers, financial analysts and the general
        public, must be referred without comment to the Company's Chief Financial
        Officer or General Counsel. In addition to their prohibition on insider trading,
        the securities laws prohibit “selective disclosure” of nonpublic information to
        outside parties.
 
 **VI.** **Liability
        of Supervisory Persons**
 
 The
        Company, as well as a director, officer or other management employee may
        be
        subject to liability under the federal securities laws if the Company or
        such
        person knew or recklessly disregarded the fact that a person directly or
        indirectly under the Company's or such person's control was likely to engage
        in
        insider trading and failed to take appropriate steps to prevent such an act
        before it occurred. The penalties for such inaction can be
        significant.
  If
        material nonpublic information is inadvertently disclosed, no matter what
        the
        circumstances, by any company director, officer or employee, the person making
        or discovering that disclosure should immediately report the facts to the
        Chief
        Financial Officer or General Counsel of the Company.









**VII.** **Company
        Assistance**
 
 Any
        person who has any questions about specific transactions may obtain additional
        guidance from the Company's General Counsel. Remember, however, the ultimate
        responsibility for adhering to the Policy Statement and avoiding improper
        transactions rests with you. It is imperative that you use your best
        judgment.
  Please
        note that the Company is available to advise you at **any** time
        concerning **any** requirements of these laws which are of great importance to you, the Company
        and
        the investing public.
  **VIII.
        Certification**
  All
        of
        the Company's officers, directors, and employees must sign and return the
        certification attached at the end of this Policy Statement confirming that
        they
        have read and understand this Policy Statement and will comply with its
        terms.











**PART
        B**
 
 **RADIANT
        LOGISTICS, INC.**
 **SUPPLEMENTAL
        POLICY STATEMENT ON INSIDER TRADING**
 **FOR
        COMPANY INSIDERS AND OTHER DESIGNATED PERSONS**
 **CONCERNING
        SECURITIES TRADING**
 
 **I.**  **Introduction**
 
 In
        Part A
        of our "Policy Statement on Insider Trading For Directors, Officers, and
        Employees," we outlined the general prohibition on trading in the Company's
        securities while in the possession of material nonpublic information. In
        addition to this general prohibition, as a director, officer, or person who
        has
        been designated by the Company as a “Company Insider”, you are subject to the
        additional restrictions set forth in this Supplemental Policy Statement.
        The
        definition of “Company Insiders” may be found on pages 1 and 2 of this Policy
        Statement under the “Overview” section. This Supplemental Policy Statement also
        addresses the reporting and "short-swing" profit rules promulgated by the
        SEC
        which govern and restrict transactions in the Company's stock by certain
        directors, officers and principal shareholders.
 
 This
        Supplemental Policy Statement is drafted broadly and will be applied and
        interpreted in a similar manner. All Company Insiders have been designated
        as
        such based on their access or potential access to material nonpublic
        information. Further, under certain circumstances, certain persons not
        designated as “Company Insiders” may come to have access to material nonpublic
        information for a period of time. During such period, such persons will be
        notified by the Company and will also be subject to the restrictions set
        forth
        herein.
 
 Insider
        trading is a complex area of the law. There are many circumstances in which
        an
        individual legitimately may be unsure about the application of this Supplemental
        Policy Statement. In these situations, a simple question may forestall
        disciplinary action or complex legal problems. Any questions should be directed
        to the Company's General Counsel or outside Counsel.
 
 **II.** **Impermissible
        Trading During Blackout Periods**
  In
        addition to the general prohibition of trading on material nonpublic information
        at any time, the Company has established these guidelines so as to prohibit
        trading by Company Insiders during certain "blackout" periods, as follows.
        Because the Company's shareholders and the investing public should be afforded
        the time to receive information and act upon it, it is improper to buy or
        sell
        the Company's stock for certain periods prior to, and immediately after,
        the
        Company issues its earnings press releases. As a result, the "blackout" period
        during which all trading is prohibited commences at the end of a financial
        reporting period and lasts until 48 hours after the filing with the SEC of
        a
        periodic report for such financial reporting period (or, if earlier, the
        issuance of the earnings release with respect to such financial reporting
        period). Since an earnings press release does not typically provide all material
        information regarding the Company, any purchase or sale of the Company's
        stock
        between the time of the earnings press release and the filing of a periodic
        report with the SEC must be approved by the Company's Chief Financial Officer
        or
        General Counsel.
  The
        following additional blackout periods will also be imposed:
  ·
              a
                  period of 48 hours following the publication of any material press
                  release
                  or the filing of any SEC report by the
                  Company.













·
              during
                  a pension fund blackout period. A pension fund blackout period
                  exists
                  whenever 50% or more of the plan participants are unable to conduct
                  transactions in their accounts for more than three consecutive
                  days. These
                  blackout periods typically occur when there is a change in the
                  retirement
                  plan’s trustee, record keeper or investment manager. Affected officers
                  and
                  directors will be contacted when a pension fund blackout period
                  exists.
  **III.** **Trading
      During Window Periods**


Investment
        in the Company's securities is encouraged. The most appropriate time to buy
        or
        sell the Company's securities is the period beginning on the third business
        day
        following the filing with the SEC of a periodic report for a completed financial
        period (or, if earlier, the issuance of the earnings release for such period)
        and terminating at the end of the then current financial reporting period
        (so-called " window
        periods ").
        If
        you have complied with the pre-clearance procedures set forth in Section
        IV, it
        is also permissible to trade at other times. However, you may not buy or
        sell
        the Company's securities even during window periods if you are in possession
        of
        material nonpublic information. In addition, it is **mandatory** to
        obtain clearance prior to **any
        transaction** involving the Company’s stock, even if during a "window" period, unless the
        transaction is made pursuant to an approved Rule 10b5-1 trading plan (discussed
        below). Clearance must be obtained from the Company’s Chief Financial Officer
        (See Section IV below).
  SEC
        Rule
        10b5-1 provides a Company Insider with certain additional protection from
        liability for transactions which are made in accordance with a written
        securities trading plan which is put into place when the Company Insider
        is not
        aware of material nonpublic information. However, the trading plan must comply
        with the requirements of the Rule, transactions must strictly comply with
        the
        trading plan, and the protection provided by the Rule is not absolute. Any
        person who wants to implement a trading plan under SEC Rule 10b5-1 must first
        have the plan approved by the Company's Chief Financial Officer or General
        Counsel. As required by Rule 10b5-1, you may enter into a trading plan only
        when
        you are not in possession of material nonpublic information. In addition,
        you
        may not enter into a trading plan during a black-out period. Transactions
        effected pursuant to a trading plan which has been approved by the Chief
        Financial Officer or General Counsel will not require further pre-clearance
        at
        the time of the transaction if the plan specifies the dates, prices and amounts
        of the contemplated trades or establishes a formula for such dates, prices,
        and
        amounts.
  **IV.** **Pre-Clearance
        of Transactions by Company Insiders**
 
 To
        provide assistance in preventing inadvertent violations and avoiding even
        the
        appearance of an improper transaction (which could result, for example, where
        an
        executive officer engages in a trade while unaware of a pending major
        development), the procedure set forth below must be followed by all Company
        Insiders.
  **All
        transactions in securities of the Company (acquisitions, dispositions,
        transfers, gifts, etc.) must be pre-cleared by the Chief Financial Officer
        or
        General Counsel of the Company.** If
        a
        transaction involves the Chief Financial Officer or General Counsel, they
        must
        obtain clearance from the Company's Chief Executive Officer after consultation
        with the Company’s outside general counsel **.** If you
        contemplate a transaction, you must contact the General Counsel in
        advance.
  **V.** **Trade
        Reporting**
  As
        a
        Company Insider, you are required to report to the Company's General Counsel,
        any transaction in the Company's securities by you, your spouse or any immediate
        family member or person sharing your household on the same day on which the
        transaction occurs.











**VI.** **Section
        16 Rules**
  Section
        16 of the Securities Exchange Act of 1934 provides two (2) sets of rules
        that
        have significant applicability to officers, directors and principal stockholders
        of a publicly-held company. The first set of rules, contained in Section
        16(a),
        impose certain reporting obligations. The second set of rules, contained
        in
        Section 16(b), impose “short-swing” liability for certain securities trades
        occurring within a six-month period.
  Covered
        Persons .
        The
        restrictions in Section 16 apply to certain officers and to all directors
        and
        10% shareholders. The officers subject to the restrictions are a public
        company’s chief executive and chief operating officer, president, principal
        financial officer, principal accounting officer (or, if there is no such
        accounting officer, the controller), any vice-president of the company in
        charge
        of a principal business unit, division or function (such as sales,
        administration or finance), any other officer who performs a policy-marking
        function, and **any
        other person who performs such policy making functions for a public company.
        Officers of the Company's subsidiaries are covered only if they are also
        officers of Radiant Logistics, Inc. or if they perform policy making functions
        for Radiant Logistics, Inc.**
  With
        respect to the term "director," that definition is fairly self-explanatory.
        It
        only applies to the directors of a public company, not its subsidiaries.
        Honorary and advisory directors, however, are considered to be directors
        if they
        have the right to attend board meetings or otherwise have access to inside
        information.
  **VII.** **Section
        16(a) - Reporting Obligations**
  Directors,
        officers and more than 10% shareholders of the Company have significant
        reporting obligations under the securities laws. Under Section 16(a), directors,
        officers and 10% shareholders are required to report an initial statement
        of
        beneficial ownership on Form 3 and changes in beneficial ownership on Form
        4 and
        may be required to file an annual statement of beneficial ownership on Form
        5
        (for reporting transactions during the year not required on Form 4).
  Rule
        16a-3(e) requires that officers and directors file copies of Forms 3, 4 and
        5
        with the SEC. Copies of each form must also be filed with Company's corporate
        secretary and the Stock Exchange upon which the Company’s securities are traded
        at the same time that the form is forwarded to the SEC for filing.
  The
        Company is required in its annual proxy statement and Form 10-K to report
        (i)
        officers and directors who have failed to comply timely with the filing
        requirements of Section 16 during the past year, (ii) the number of times
        each
        person was delinquent and (iii) any known failure by such person to file
        a
        required form.
  Persons
        who own 5% or more of the Company's equity securities are required to file
        a
        Schedule 13D or Schedule 13G with respect to such holdings. This reporting
        obligation is separate and in addition to the reporting obligations imposed
        by
        Section 16.
  Compliance
        with the requirements of the federal securities laws, including the foregoing
        reporting obligations, is the personal obligation of each individual. The
        Company, however, will, as an accommodation, and if requested, assist you
        in the
        preparation of the Forms 3, 4 and 5 and Schedules 13D and 13G. You must
        timely notify the Company of any covered transaction in order to avail yourself
        of the Company's assistance.
 
 **VIII.** **16(b)
        Short-Swing Liability Applicable to Company "Insiders"**
 
 The
        "short-swing profit" provisions of Section 16(b) of the Securities Exchange
        Act
        of 1934 require a director or officer of the Company or beneficial owner
        of more
        than 10% of any class of the Company's equity securities listed or registered
        under that Act to pay over to the Company any profit realized by such person
        from any purchase and sale, or sale and purchase, of any Company equity security
        (whether or not listed or registered) within any period of less than six
        months.










Section
        16(b) requires no showing of wrongdoing on the part of the director, officer
        or
        10% shareholder. It is an arbitrary statute. If the purchase and sale, or
        sale
        and purchase, occur within a six-month period, and a profit results, the
        person
        is absolutely liable to the Company, and any shareholder can sue on the
        Company's behalf to recover the profit.
  A
        comprehensive analysis of fact situations giving rise to possible Section
        16(b)
        liability literally requires a book. Perhaps the best general advice that
        can be
        given is this: neither you, any member of your family, nor any corporation,
        trust, partnership or other entity which you or your family control or in
        which
        you have a significant interest should engage in any transaction in Company
        securities which takes place within six months of any other transaction in
        Company securities by you or any such person, without first checking the
        Section
        16(b) implications with the Company's General Counsel or your own
        counsel.
  Non-Identification
        of Shares .
        The tax
        law rules permitting identification of shares do not apply. In other words,
        a
        sale of shares which a person has owned for many years can be
        matched against a current present purchase. To illustrate: a director of
        corporation X sells 1,000 shares of corporation X which the director has
        owned
        for many years, at $100 per share. Five months later the director buys 500
        shares of corporation X at $80 per share. The matching of a sale and purchase
        within six months creates a short-swing profit. The director owes corporation
        X
        $10,000 (500 x $20).
  Determination
        of Profit .
        Profit
        is determined by matching the lowest price paid for shares in the six-month
        period with the highest price received. Where multiple transactions occur
        during
        the period, you may have a Section 16(b) "profit" even though the overall
        transactions resulted in an economic loss. For example, assume a director
        engaged in the following transactions in Company stock:
  March
        1 -
        purchased 1,000 shares at $20 per share
  May
        1 -
        sold 1,000 shares at $16 per share
  July
        1 -
        purchased 1,000 shares at $24 per share
  August
        1-
        sold 1,000 shares at $22 per share
  The
        March
        1 purchase will be matched against the August 1 sale, and the director will
        owe
        the Company $2,000, even though he or she has sustained an actual net loss
        of
        $6,000.
  Family
        and Other Relationships .
        Whether
        transactions in Company equity securities can be attributed to directors
        or
        officers for Section 16 purposes depends upon whether they are "beneficial
        owners" of the securities. Under the SEC rules, a director or officer is
        a
        beneficial owner if he or she has or shares "a direct or indirect pecuniary
        interest" in the securities. Securities held by family members sharing the
        same
        household as the director or officer are generally deemed to be beneficially
        owned by that director or officer. Purchase or sale transactions by the family
        will be matched against each other and will be matched against purchase or
        sale
        transactions by the director or officer for purposes of determining whether
        there is a recoverable profit under Section 16(b).
  A
        director or officer may also be deemed the beneficial owner of equity securities
        in which, "through any contract, arrangement, understanding, relationship
        or
        otherwise," he or she has or shares a direct or indirect pecuniary interest.
        For
        example, transactions by a partnership of which the director or officer is
        a
        general partner, by a trust of which the director or officer is a trustee
        or
        beneficiary, or by a controlled corporation may be taken into account for
        Section 16(b) purposes.











Derivative
        Securities .
        The SEC
        rules characterize options, warrants, convertible securities, stock appreciation
        rights ("SARs"), phantom stock and the like as "derivative securities" and
        specify that both the derivative securities and the underlying securities
        (i.e.,
        the common stock or other securities into which they are convertible or
        exercisable or by which they are measured) are deemed to be the same class
        of
        equity security (although they are treated separately for reporting purposes
        under Section 16(a)). Thus, the acquisition of a derivative security whose
        underlying security is common stock can be matched for Section 16(b) purposes
        against a sale of common stock. Consistent with this treatment, the exercise
        or
        conversion of a derivative security does not constitute a sale of the derivative
        security or a purchase of the underlying securities.
  Stock
        Options and SARs .
        Under
        the current rules, the grant of a stock option or SAR will not be a Section
        16(b) purchase if one of three conditions is satisfied: (i) the grant is
        approved in advance by the issuer's full board of directors or a board committee
        consisting solely of at least two "Non-Employee" Directors; (ii) the award
        is
        approved in advance by shareholders or is ratified no later than the next
        annual
        meeting of Shareholders; or (iii) at least a six-month period elapses between
        the grant or award and the disposition of the derivative security or its
        underlying equity security. The exercise or conversion of such a derivative
        security is an exempt non-event.
  The
        exercise of an option will also not be a purchase. The receipt of cash upon
        surrender of an option or SAR to the Company (and the exercise of option
        features having a similar effect, such as the delivery of shares to exercise
        an
        option, or the withholding of shares to satisfy tax obligations) will be
        exempt
        (i.e., not a Section 16(b) sale) if the specific transaction or the grant
        letter
        authorizing the transaction was approved in advance by shareholders, the
        board
        of directors or the compensation committee.
  Cash-Only
        Phantom Stock and SARs .
        Phantom
        stock or SARs which can be settled only in cash are treated in the same manner
        as all other derivative securities, and will generally satisfy the requirements
        for exemption from Section 16(b) by virtue of shareholder, board of directors,
        or compensation committee approval.
  Transactions
        with the Issuer .
        The SEC
        rules provide an exemption from Section 16(b) for transactions between an
        officer or director and the Company that are not made pursuant to benefit
        plans.
        Such transactions will be exempt if approved in advance by shareholders,
        the
        board of directors, or the compensation committee.
  Transactions
        Straddling Election or Resignation .
        The
        rules draw a distinction between transactions taking place before a person
        first
        becomes a director or officer and transactions taking place after resignation.
        In the former case, with one exception, pre-election transactions are
        disregarded for Section 16 purposes. In the latter case, however, a transaction
        before resigning as a director or officer can be matched against one occurring
        after resignation and within six months of the first
        transaction.
  **IX.** **Compliance**
 
 You
        are personally
        responsible for ensuring that you and members of your immediate family comply
        with the provisions and intent of this Supplemental Policy Statement. Violations
        of this Supplemental Policy Statement will be viewed seriously. Such violations
        provide grounds for disciplinary sanctions, including dismissal for
        cause.












**Certification**
 
 I
        have
        read and understand the purposes and provisions of the Company's Code of
        Business Conduct and Ethics, including its Policy Statement on Insider Trading.
        I agree to comply with the requirements of both the Code of Business Conduct
        and
        Ethics and the Policy Statement on Insider Trading. I understand that any
        violation may lead to sanctions and constitute grounds for
        dismissal.






Signature:
              _________________________________Print Name:
              ________________________________Date
              _____________________________________












**Exhibit
        B**
 
 **RADIANT
        LOGISTICS, INC.**
 
 **Code
        of Ethics for the Chief Executive Officer and Senior Financial
        Officers**
  The
        Chief
        Executive Officer, Chief Financial Officer, principal accounting officer
        or
        Controller, and other senior financial officers performing similar functions
        (collectively, the ***“Officers”*** )
        of
        Radiant Logistics, Inc. (the ***“Company”*** )
        each
        have an obligation to the Company, its shareholders, the public investor
        community, and themselves to maintain the highest standards of ethical conduct.
        In recognition of this obligation, the Company has adopted the following
        standards of ethical conduct for the purpose of promoting:


•
                Honest
                    and ethical conduct, including the ethical handling of actual
                    or apparent
                    conflicts of interest between personal and professional
                    relationships;
 
 •
                Full,
                    fair accurate, timely and understandable disclosure in the reports
                    and
                    documents that the Company files with, or submits to, the Securities
                    and
                    Exchange Commission (the ***“SEC”***),
                    and in other public communications made by the
                    Company;
  •
                Compliance
                    with applicable governmental laws, rules and
                    regulations;
 
 •
                The
                    prompt internal reporting to an appropriate person or persons
                    identified
                    herein of violations of this Code of Ethics;
                    and
 
 •
                Accountability
                    for an adherence to this Code of
                    Ethics.
  The
          Company has a Code of Business Conduct and Ethics applicable to all officers,
          directors and employees of the Company. The Officers are bound by all of
          the
          provisions set forth therein, including those relating to ethical conduct,
          conflicts of interest and compliance with law. In addition to the Code
          of
          Business Conduct and Ethics, the Officers are subject to the additional
          specific
          policies described below. Adherence to these standards is integral to achieving
          the objectives of the Company and its shareholders. The Officers shall
          not
          commit acts contrary to these standards nor shall they condone the commission
          of
          such acts by others within the Company.
 **Competence**
  The
          Officers have a responsibility to:
 •
                  Maintain
                      an appropriate level of professional competence through the
                      ongoing
                      development of their knowledge and
                      skills.







•
            Perform
                their professional duties in accordance with relevant laws, regulations,
                and technical standards.





•
            Prepare
                accurate and timely financial statements, reports and recommendations
                after appropriate analyses of relevant and reliable
                information.


**Confidentiality**




The
      Officers have a
      responsibility to protect the Company by:





•
            Refraining
                from disclosing confidential information (regarding the Company or
                otherwise) acquired in the course of their work except when authorized,
                unless legally obligated to do so.





•
            Informing
                subordinates as appropriate regarding the confidentiality of information
                acquired in the course of their work and monitoring their activities
                to
                assure the maintenance of that
                confidentiality.





•
            Refraining
                from using or appearing to use confidential information acquired
                in the
                course of their work for unethical or illegal advantage either personally
                or through third parties.


**Integrity**




The
      Officers have a
      responsibility to:





•
            Comply
                with laws, rules and regulations of federal, state and local governments,
                and appropriate private and public regulatory agencies or organizations,
                including insider trading laws.





•
            Act
                in good faith, responsibly, without misrepresenting material facts
                or
                allowing their independent judgment to be
                subordinated.




•
            Protect
                the Company’s assets and insure their efficient
                use.




•
            Avoid
                  actual or apparent conflicts of interest with respect to suppliers,
                  customers and competitors and reports potential conflicts as required
                  in
                  the Company’s Conflict of Interest
                  Policy.




•
            Refrain
                from engaging in any activity that would prejudice their ability
                to carry
                out their duties ethically.





•
            Refrain
                from either actively or passively subverting the attainment of the
                organization’s legitimate and ethical
                objectives.














•
              Recognize
                  and communicate professional limitations or other constraints that
                  would
                  preclude responsible judgment or successful performance of an
                  activity.
 
 •
              Report
                  to senior management or the Board of Director’s ( or Audit Committee, if
                  appointed) any significant information they may have regarding
                  judgments,
                  deficiencies, discrepancies, errors, lapses or any similar matters
                  relating to the Company’s or its subsidiaries’ accounting, auditing or
                  system of internal controls. The officers must communicate unfavorable
                  as
                  well as favorable information and professional judgments or
                  opinions.
 
 •
              Refrain
                  from engaging in or supporting any activity that would discredit
                  their
                  profession or the Company and proactively promote ethical behavior
                  within
                  the Company.
 
 **Objectivity**
 
 The
        Officers have a responsibility to:
 
 •
              Communicate
                  information fairly and objectively.
 
 •
              Disclose
                  all material information that could reasonably be expected to influence
                  intended user’s understanding of the reports, comments and recommendations
                  presented.
 
 **Oversight
        and Disclosure**
 
 The
        Officers have a responsibility to:
 
 •
              Ensure
                  the preparation of full, fair, accurate, timely and understandable
                  disclosure in the periodic reports required to be filed by the
                  Company
                  with the SEC. Accordingly, it is the responsibility of the Officers
                  to
                  promptly bring to the attention of the Audit Committee any material
                  information of which he or she may become aware that affects the
                  disclosures made by the Company in its public filings or otherwise
                  assist
                  the Audit Committee in fulfilling its responsibilities of overseeing
                  the
                  Company’s financial statements and disclosures and internal control
                  systems.
 
 •
              Promptly
                  bring to the attention of the Audit Committee any information he
                  or she
                  may have concerning (1) significant deficiencies in the design
                  or
                  operation of internal controls which could aversely affect the
                  Company’s
                  ability to record, process, summarize and report financial data
                  or (2) any
                  fraud, whether or not material, that involves management or other
                  employees who have a significant role in the Company’s financial
                  reporting, disclosures or internal
                  controls.
 •
                Promptly
                    bring to the attention of the CEO or internal legal counsel,
                    if any, and
                    to the Audit Committee any information he or she may have concerning
                    any
                    violation of the Company’s Code of Business Conduct and Ethics, including
                    any actual or apparent conflicts of interest between personal
                    and
                    professional relationships, involving any management or other
                    employees
                    who has a significant role in the Company’s financial reporting,
                    disclosures or internal
                    controls.
















•
              Promptly
                  bring to the attention of the CEO or legal counsel, if any, and
                  to the
                  Audit Committee any information he or she may have concerning evidence
                  of
                  a material violation of the securities or other laws, rules or
                  regulations
                  applicable to the Company and the operation of its business, by
                  the
                  Company or any agent thereof, or of violation of the Code of Business
                  Conduct and Ethics or of these additional
                  procedures.
 
 **Enforcement**
 
 The
        Board of
        Directors shall determine, or designate appropriate persons to determine,
        appropriate actions to be taken in the event of violations of the Code of
        Business Conduct and Ethics or of these additional procedures by the Officers.
        Such actions shall be reasonably designed to deter wrongdoing and to promote
        accountability for adherence to the Code of Business Conduct and Ethics and
        to
        these additional procedures, and shall include written notices to the individual
        involved that the Board has determined that there has been a violation, censure
        by the Board, demotion or re-assignment of the individual involved, suspension
        with or without pay or benefits (as determined by the Board) and termination
        of
        the individual’s employment. In determining what action is appropriate in a
        particular case, the Board of Directors or such designee shall take into
        account
        all relevant information, including the nature and severity of the violation,
        whether the violation was a single occurrence or repeated occurrences, whether
        the violation appears to have been intentional or inadvertent, whether the
        individual in question had been advised prior to the violation as to the
        proper
        course of action and whether or not the individual in question had committed
        other violations in the past.




**IN
        WITNESS WHEREOF,** the
        undersigned Officer certifies that he or she has read the above Code of Ethics
        and agrees to abide thereby.
 
 
 (Signature)(Print Name)Date: ________________, 2006
   To be returned to:
              Bohn H. CrainChief
                Executive Officer