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                                                                    Exhibit 4.16




                                                               Option No. 2003-1


                              STONEPATH GROUP, INC.


                             STOCK OPTION AGREEMENT
                                    UNDER THE
                              STONEPATH GROUP, INC.
                              AMENDED AND RESTATED
                     2000 STOCK INCENTIVE PLAN (the "Plan")


         This Agreement is made as of the date set forth on Schedule A hereto
(the "Grant Date") by and between Stonepath Group, Inc. (the "Corporation"), and
the person named on Schedule A hereto (the "Holder").

         WHEREAS, Holder is a valuable employee of the Corporation or one of its
subsidiaries and the Corporation considers it desirable and in its best interest
that Holder be given an inducement to acquire a proprietary interest in the
Corporation and an incentive to advance the interests of the Corporation by
granting the Holder an option to purchase shares of common stock of the
Corporation (the "Common Stock");

         WHEREAS, to cover the granting of such Options, the Corporation has
adopted the Amended and Restated 2000 Stock Incentive Plan (the "Plan");

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that as of the Grant Date, the Corporation hereby grants Holder an
option to purchase from it, upon the terms and conditions set forth in the Plan,
that number of shares of the authorized and unissued Common Stock of the
Corporation as is set forth on Schedule A hereto.

         1. Terms of Stock Option. The option to purchase Common Stock granted
hereby is subject to the terms, conditions, and covenants set forth in the Plan
as well as the following:

             (a)   The Holder has been provided with, reviewed and fully
                   understood, the terms, conditions and covenants, of the Plan;

             (b)   Except as otherwise provided in this Stock Option Agreement,
                   this Option is granted under, governed by, and subject in its
                   entirety to, the terms of the Plan;

             (c)   The Holder has been provided with, and fully understands, the
                   "Disclosure Document for the Stonepath Group, Inc. Amended
                   and Restated 2000 Stock Incentive Plan";

             (d)   The Optionee should consult with the Optionee's own tax
                   advisors regarding the tax effects of this Option and the
                   Company provides no representations or warranties in this
                   regard;

             (e)   The per share exercise price for the shares subject to this
                   option shall be no less than the Fair Market Value (as
                   defined in the Plan) of the Common Stock on the Grant Date,
                   which exercise price is set forth on Schedule A hereto;

             (f)   This Option shall vest in accordance with the vesting
                   schedule set forth on Schedule A hereto; and

             (g)   No portion of this option may be exercised more than ten (10)
                   years from the Grant Date.

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         2. Miscellaneous.

             (a)   This Agreement is binding upon the parties hereto and their
                   respective heirs, personal representatives, successors and
                   assigns.

             (b)   This Agreement will be governed and interpreted in accordance
                   with the laws of the State of Delaware, and may be executed
                   in more than one counterpart, each of which shall constitute
                   an original document.

             (c)   No alterations, amendments, changes or additions to this
                   agreement will be binding upon either the Corporation or
                   Holder unless reduced to writing and signed by both parties.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.

                                   STONEPATH GROUP, INC.


                                   By:___________________________________
                                         Authorized Executive Officer

                                   HOLDER

                                   ______________________________________
                                   Signature

                                   ______________________________________
                                   Print Name


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                                   Schedule A

1.       Holder: Bohn Crain

2.       Grant Date: February 24, 2003

3.       Number of Shares of Common Stock covered by the Option: 200,000

4.       Exercise Price: $1.53

5.       The Option shall vest in accordance with the following schedule:

         (a)  General Vesting Provisions:

              (i)    Options to purchase 50,000 shares shall vest on July 3,
                     2003, provided Holder remains continuously employed by the
                     Corporation from the Grant Date through July 3, 2003; and
                     if Holder shall not remain continuously employed by the
                     Corporation through July 3, 2003, he shall forfeit upon
                     such termination of Service (as defined in the Plan), the
                     right to vest in any of the Options granted under this
                     Agreement;

              (ii)   thereafter, commencing July 4, 2003, options to purchase
                     4,166.66 shares shall vest on a monthly basis at the
                     beginning of each month, for a period of 36 consecutive
                     months for as long, during that 36-month period, that
                     Holder remains continuously employed by the Corporation;
                     and once a termination of Service occurs, all unvested
                     Options as of the date of the termination of Service shall
                     no longer continue to vest after the end of the month
                     preceding the month in which the termination of Service
                     occurred, and thereafter Holder forfeits any and all rights
                     to any unvested Options;

         (b)  Upon a Change of Control:

              (iii)  Notwithstanding any provision to the contrary in the Plan,
                     or as set forth above, in the event of a Change of Control
                     during the term of Holder's employment with the
                     Corporation, all of the Options granted hereunder shall
                     fully vest as of the date of the Change of Control;

         (c)  Other:

              (iv)   upon whatever earlier dates as are permitted by the
                     Corporation in its sole discretion; or

              (v)    as otherwise provided for, and in accordance with, the
                     terms and provisions of the Plan.

6. Once a termination of Service occurs, all Options to which Holder is then
entitled to exercise may only be exercised, if at all, in accordance with, and
subject to, the terms and provisions of the Plan, unless otherwise provided for
in this Option Agreement.

                                   STONEPATH GROUP, INC.

                                   By:___________________________________
                                            Authorized Executive Officer

                                   HOLDER
                                   ______________________________________
                                   Signature

                                   ______________________________________
                                   Print Name


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