December
31, 2008

     

    Bohn H.
Crain

    Radiant
Logistics, Inc., CEO

    1227 120
Avenue NE

    Bellevue,
WA  98005

    


    RE:
Modification to Employment Agreement

    


    Dear
Bohn:

    


    This
letter agreement is intended to constitute a formal binding modification to your
Employment Agreement with Radiant Logistics, Inc. (the “Company”) effective
January 13, 2006 (the “Employment Agreement”).  Prior to the
amendments made in this letter agreement, the Employment Contract was operated
in good faith compliance with Section 409A of the Code, including, as
applicable, IRS Notice 2005-1 and the Proposed Treasury Regulations issued with
respect to Section 409A of the Code for taxable years beginning prior to January
1, 2009.  The Employment Agreement is hereby modified, effective for
the tax year beginning January 1, 2009, as follows:

     

    1.           Section
2.2 of the Employment Agreement shall be the Employment Agreement shall be
amended by deleting the section in its entirety and replacing it with the
following:

     

    “Subject
to the provisions of Section 6, the Employment Period for the Executive's
employment under this Agreement will continue through December 31, 2013, and
shall be automatically renewed for consecutive one-year renewal terms
thereafter, unless, not less than sixty (60) days prior to the end of the
original term or any renewal term, either party gives the other party written
notice of termination of employment which termination shall be effective as of
the end of such original term or renewal term. In the event of a Change of
Control during the original term or any renewal term, the Employment Period for
the Executive’s employment under this Agreement will be automatically extended
to a five (5) year term.

     

    2.           Section
3.1(d) shall be added to the Employment Agreement by inserting the
following:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “(d)           Timing of
Payments.  Any bonus payments due to Executive under Section
3.1(b) of this Agreement  and any reimbursement payments due to
Executive under Section 3.1(c) of this Agreement shall be made no later than the
fifteenth (15th) day of
the third (3rd) month
of the year following the year in which the payment and/or reimbursement was
earned or accrued.”

     

    3.           Section
6.2 of the Employment Agreement shall be amended by deleting the section in its
entirety and replacing it with the following:

     

    “6.2           TERMINATION
PAY

     

    Effective upon the termination of
Executive’s employment under this Agreement, which termination constitutes a
separation from service as defined in Treasury Regulations § 1.409A-1(h), as
promulgated under Section 409A of the Code, the Employer will be obligated to
pay the Executive (or, in the event of his death, his designated beneficiary as
defined below) the compensation provided in this Section 6.2:

     

    (a)           Termination by the Employer
For Cause or Termination by Executive Without Good Reason. If the
Employer terminates this Agreement for cause or Executive resigns or terminates
his employment for other than Good Reason, the Executive will be entitled to
receive his Basic Compensation only through the date such termination is
effective and any current and carried-over unused vacation days, but will not be
entitled to any accrued bonus compensation for the calendar year during which
such termination occurs, however, will be entitled to retain any bonus
compensation paid prior to such termination. Executive's options will be
treated, in this case, as set forth in any option agreement between Executive
and Employer.

     

    (b)           Termination upon
Disability. If this Agreement is terminated by either party as a result
of the Executive's Disability, the Employer will continue to pay the Executive
his Basic Compensation for a period of one (1) year following such termination,
set-off by any disability insurance benefits payable to Executive under any
disability insurance coverage furnished by the Employer to the Executive.
Executive shall also be entitled to receive that part of the Executive's accrued
bonus compensation, if any, for the calendar year during which his Disability
occurs, prorated through the end of the calendar quarter during which his
termination is effective. If this Agreement is terminated as a result of the
Executive's Disability, Executive shall fully vest in 100% of all options which
Executive received in connection with his employment by Employer, and Executive
shall have the full term of such Options in which to exercise any or all of
them, notwithstanding any accelerated exercise period contained in any such
Option.

     

    (c)           Termination upon
Death. If this Agreement is terminated because of the Executive's death,
Employer will continue to pay Executive's estate his Basic Compensation for a
period of one (1) year, and that part of the Executive's accrued bonus
compensation, if any, for the calendar year during which his death occurs,
prorated through the end of the calendar month during which his death occurs. If
this Agreement is terminated as a result of the Executive's death, Executive
shall fully vest in 100% of all options which Executive received in connection
with his employment by Employer, and Executive shall have the full term of such
Options in which to exercise any or all of them, notwithstanding any accelerated
exercise period contained in any such Option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

                   (d)           
Termination by
Executive For Good Reason or Termination by Employer Without Cause Prior to a
Change of Control. If prior to a Change of Control this Agreement is
terminated by Executive for Good Reason, or if this Agreement is terminated by
Employer other than For Cause then (i) Employer shall continue to pay to
Executive his Basic Compensation (including for this purpose the greater of
Executive's most recent annual bonus or his Target Incentive bonus), for the
remaining term under this Employment Agreement; and (ii) all options in Employer
which Executive received in connection with his employment by Employer shall
immediately vest and Executive shall have the full term of such Options in which
to exercise any or all of them, notwithstanding any accelerated exercise period
contained in any such Option.

     

    (e)           Termination by Executive For
Good Reason or Termination by Employer Without Cause Following a Change of
Control.  If following a Change of Control this Agreement is
terminated by Executive for Good Reason or by Employer other than For Cause,
then Employer shall within ten (10) days after the date of termination pay to
Executive in cash: (i) an amount equal to 2.99 times Executive's Basic
Compensation calculated at the rate in effect on the date of termination; (ii)
current and carried-over unused vacation days; and (iii) all other amounts to
which Executive is entitled, including (A) any bonus to which Executive would
have been entitled had he remained employed by Employer for a period of three
(3) years following the date of termination (calculated on an annual basis as
the greater of Executive’s most recent annual bonus or the Target Incentive
bonus) , (B) any expense reimbursement amounts accrued to the effective date of
termination, and (C) any amounts under any other benefit plan of the Employer,
in each case at the time such payments are due, which shall be no later than the
fifteenth (15th) day of
the third (3rd) month
in the year following the year in which the payment was earned or
accrued.  Also, for three years following the date of termination, the
Employer shall continue to provide Executive with all fringe benefits or the
economic equivalent thereof he was receiving as of the date of termination,
including, without limitation, all health, life and disability insurance he was
receiving immediately prior to the date of termination, or the economic
equivalent thereof, as if he were actually employed for that period. Moreover,
any Options held by Executive which were not fully exercisable on the date of
Executive's termination pursuant to this Section 6 shall vest and immediately
become fully exercisable by Executive upon the date of termination, and
Executive shall have the following term of such Options in which to exercise any
or all of them, notwithstanding any accelerated exercise period contained in any
such Option.

     

    Any installment payments made hereunder
shall be treated as separate payments for purposes of this Section
6.2.  Any bonus payments made to Executive under this Section 6.2
shall be paid in a lump sum amount within ninety (90) days of the date of
termination with the exact date being determined at the Employer’s sole
discretion.

     

    4.           Section
12.15 shall be added to the Employment Agreement by adding the
following:

     

    “12.15                                INTERNAL
REVENUE CODE SECTION 409A

     

    Notwithstanding any provision of this
Agreement to the contrary, if, as of the date on which the Executive sustains a
Separation from Service, the Executive is a “specified employee” within the
meaning of Section 409A(a)(2)(B)(i), then, to the extent necessary to avoid the
imposition of excise taxes or other penalties under Section 409A, the payment of
benefits, if any, scheduled to be paid by the Company to the Executive hereunder
during the first six (6) month period following the Date of a Termination shall
not be paid until the date which is the first business day following the
six-month anniversary of the Executive’s Date of Termination and continuing on
each applicable successive payroll date thereafter.  The foregoing
delay in payments shall not apply if the Date of Termination is a result of the
Executive’s death.  Further, the foregoing delay shall not apply after
such time, if any, following the Date of Termination and preceding the end of
the 6-month period that the Executive dies.  Any deferred compensation
payments delayed in accordance with the terms of this Section 12.15 shall be
paid in a lump sum on the first business day of the seventh month following the
Date of Termination and shall be adjusted for earnings in accordance with the
applicable short term rate under Section 1274(d) of the Code.  In
addition, the parties shall cooperate fully with one another to ensure
compliance with Section 409A, including, without limitation, adopting amendments
to arrangements subject to Section 409A and operating such arrangements in
compliance with Section 409A; provided, however, nothing in this Section 12.15
shall require the Executive to reduce his compensation.

     

    Notwithstanding any provision of this
Agreement to the contrary, the Company will pay the severance benefits under
this Agreement to Executive in substantially equal periodic installments in
accordance with the Company’s general payroll practices, beginning on the first
payroll date following the date of Executive’s termination of employment,
continuing on each applicable successive payroll date thereafter, and ending
when the applicable severance period under this Agreement ends.  For
all purposes of Section 409A of the Code and the related Treasury Regulations,
any severance pay due to Executive under this Agreement shall be treated as an
entitlement to a series of separate payments.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.           Ratification.  Except
as expressly amended hereby, the Employment Agreement is hereby ratified and
confirmed in all respects and shall continue in full force and
effect.  This Amendment and the Employment Agreement shall hereafter
be read and construed together as a single document.

     

    6.           Amendments; Governing
Law.  This Amendment may not be changed orally but only by a
written instrument signed by the parties hereto.  This Amendment shall
be governed by and construed in accordance with the laws of the State of
Delaware without giving effect to the rules governing the conflicts of
laws.

     

    7.           Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which counterparts taken together shall be
deemed to constitute one and the same instrument.

     

    8.           Miscellaneous.

     

    (a)           Capitalized
terms utilized in this Letter Agreement shall, unless otherwise defined herein,
have the meaning ascribed under the Employment Agreement;

     

    (b)           Except
as set forth in this Letter Agreement, the Employment Agreement shall remain in
full force and effect.

     

    Kindly
place your signature on the line provided below indicating your agreement to the
terms set forth above.

     

    Sincerely,

    


    RADIANT
LOGISTICS, INC.

    


    


    BY: 
____________________________________

    Bohn H.
Crain

    CEO

    


    Accepted
by:

    


    


    ________________________________________

    BOHN H.
CRAIN

    


    DATED:
_________________________________