<PAGE>
                                                                    Exhibit 4.13




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION FROM REGISTRATION,
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED ON AN OPINION LETTER OF
COUNSEL SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION.

                                                              Amendment No. 2 to
                                                              Option No.2001--11

                              AMENDED AND RESTATED
                         OPTION TO PURCHASE COMMON STOCK
                                       OF
                              STONEPATH GROUP, INC.


         This certifies that, for value received, DENNIS L. PELINO ("Holder"),
is entitled, subject to the terms set forth below, to purchase from STONEPATH
GROUP, INC. (the "Company"), a Delaware corporation, that number of shares of
the Common Stock of the Company (the "Shares") as are set forth in Section 2
below, with the Notice of Exercise attached hereto duly executed, and
simultaneous payment therefore in lawful money of the United States or for other
consideration permitted herein, of the Exercise Price as set forth in Section 2
below. The number, character and Exercise Price of the Shares are subject to
adjustment as provided below.

         1. Term of Option. Subject to compliance with the vesting provisions
identified at Section 2.3 hereafter, this Option shall be exercisable, in whole
or in part, during the term (the "Term") commencing on the Grant Date and ending
on the Option Termination Date identified on Schedule A hereto and shall be void
thereafter.

         2. Exercise Price, Number of Shares and Vesting Provisions.

                  2.1 Exercise Price. The Exercise Price at which this Option
may be exercised and pursuant to which Shares of the Company's Common Stock may
be purchased shall, on a per Share basis, be identified on Schedule A hereto, as
adjusted pursuant to Section 11 hereof.

                  2.2 Number of Shares. The number of shares of the Company's
Common Stock, $.01 par value per share ("Common Stock") which may be purchased
pursuant to this Option shall be as identified on Schedule A hereto, as adjusted
pursuant to Section 11 hereof.

<PAGE>


                  2.3 Vesting. Subject to the provisions of Section 2.4
hereafter, the Options granted hereunder shall vest in the manner identified on
Schedule A attached hereto.

                  2.4 Termination of Holder's Service to the Company.

                           (a) If during the Term the Holder shall cease to
perform "Service" (as hereafter defined) to the Company as a result of such
Holder's death, then, notwithstanding any provisions otherwise contained in this
Option Agreement, all Options shall fully vest upon Holder's death and shall be
exercisable (by the Holder's personal representative or persons entitled thereto
under the Holder's will or the applicable laws of descent and distribution) at
any time during the Term or as otherwise provided in this Agreement.

                           (b) If during the Term the Holder shall cease to
perform Service to the Company as a result of such Holder's "Disability" (as
hereafter defined), then, notwithstanding any provisions otherwise contained in
this Option Agreement, all Options shall fully vest upon Holder's Disability and
shall be exercisable at any time during the Term or as otherwise provided in
this Agreement.

                           (c) If during the Term the Holder shall cease to
perform Service to the Company as a result of termination of Holder's employment
by the Company "For Cause" (as hereafter defined) or termination or resignation
by Holder without "Good Reason" (as hereafter defined), then, notwithstanding
any provisions otherwise contained in this Option Agreement, any Options then
exercisable on the date of such termination or resignation, shall only be
exercisable for a period of ninety (90) days thereafter; and if not exercised
within that period, such Options shall lapse and be of no further force and
effect. All remaining Options not exercisable at the time of Holder's
termination or resignation as covered by this subparagraph (c), shall lapse and
be of no further force and effect.

                           (d) If during the Term and prior to a "Change of
Control" (as hereafter defined) the Holder shall cease to perform Service to the
Company as a result of termination of Holder's employment by the Company other
than For Cause or by Holder for Good Reason, then, notwithstanding any
provisions otherwise contained in this Option Agreement Holder shall continue to
vest in all remaining options as if he had remained employed by the Company for
the remainder of the Term and such Options when vested, may be exercised at any
time during the Term or as otherwise provided in this Agreement.

                           (e) If during the Term and following a "Change of
Control" (as hereafter defined) the Holder shall cease to perform Service to the
Company as a result of termination of Holder's employment by the Company other
than For Cause or by Holder for Good Reason, then, notwithstanding any
provisions otherwise contained in this Option Agreement, all Options shall fully
vest upon such termination and shall be exercisable and at any time during the
Term or as otherwise provided in this Agreement.

<PAGE>


                  2.5 Definitions. As used in this Option Agreement, the
following terms shall be defined as set forth hereafter:

                  (a) "Administrator" shall mean the Company's Compensation
Committee if comprised of a majority of independent directors; and if there
shall be no such Compensation Committee, the "Administrator" shall be the
Company's Board of Directors.

                  (b) "Change of Control" shall be defined as provided in
Holder's Amended and Restated Employment Agreement with the Company dated
February 22, 2002, as the same may be amended from time to time, or if expired
or superceded, by the then effective employment agreement between Holder and the
Company.

                  (c) "Disability" shall be defined as provided in the Holder's
Amended and Restated Employment Agreement with the Company dated February 22,
2002, as the same may be amended from time to time, or if expired or superceded,
by the then effective employment agreement between Holder and the Company.

                  (d) "For Cause" shall be defined as provided in the Holder's
Amended and Restated Employment Agreement with the Company dated February 22,
2002, as the same may be amended from time to time, or if expired or superceded,
by the then effective employment agreement between Holder and the Company.

                  (e) "Good Reason" shall be defined as provided in the Holder's
Amended and Restated Employment Agreement with the Company dated February 22,
2002, as the same may be amended from time to time, or if expired or superceded,
by the then effective employment agreement between Holder and the Company.

                  (f) "Service" means the Holder's employment services rendered
to the Company as such services are required and delivered by Holder to the
Company under Holder's then effective employment agreement with the Company. A
Holder's Service with the Company shall not be deemed to have terminated if the
Holder takes any military leave, sick leave, or other bona fide leave of absence
approved by the Company; provided, however, that if any such leave exceeds
ninety (90) days, on the ninety-first (91st) day of such leave the Holder's
Service shall be deemed to have terminated unless the Holder's right to return
to Service with the Company is guaranteed by statute or contract.

<PAGE>


         3. Exercise of Option.

                  (a) The Option exercise price of each share purchased pursuant
to an Option shall be paid in full at the time of each exercise (the "Payment
Date") of the Option (i) in cash; (ii) by delivering to the Company a notice of
exercise with an irrevocable direction to a broker-dealer registered under the
Securities Act of 1933, as amended (the "Securities Act") to sell a sufficient
portion of the Shares and deliver the sale proceeds directly to the Company to
pay the exercise price; (iii) in the discretion of the Administrator, through
the delivery to the Company of previously-owned shares of Common Stock having an
aggregate "Fair Market Value" (as defined) equal to the Option exercise price of

<PAGE>

the Shares being purchased pursuant to the exercise of the Option; provided,
however, that Shares of Common Stock delivered in payment of the Option price
must have been held by the Holder for at least six (6) months in order to be
utilized to pay the Option price; (iv) in the discretion of the Administrator,
by an election to have the Company withhold Shares otherwise issuable to the
Holder having a Fair Market Value equal to the Option exercise price of the
Shares being purchased pursuant to the exercise of the Option; or (v) in the
discretion of the Administrator, through any combination of the payment
procedures set forth in subsections (i)-(iv) above.

                           (i) the "Fair Market Value" of the Shares shall be
(i) if the Company's Common Stock is listed on any established stock exchange or
a national market system, including without limitation the National Market or
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
prior to the time of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; (ii) if the Common Stock
is regularly traded on the Nasdaq OTC Bulletin Board, or a comparable automated
quotation system, its Fair Market Value shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination; or (iii) in the absence of an established market
for the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Administrator.

                  (b) Subject to compliance with the vesting provisions
identified at Section 2.3 of this Agreement, the purchase rights represented by
this Option are exercisable by the Holder in whole or in part, at any time, or
from time to time, by the surrender of this Option and the Notice of Exercise
annexed hereto duly completed and executed on behalf of the Holder, at the
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company).

                  (c) As promptly as practicable on or after the date of
exercise and in any event within ten (10) days thereafter, the Company at its
expense shall issue and deliver to the person or persons entitled to receive the
same a certificate or certificates for the number of Shares issuable upon such
exercise. In the event that this Option is exercised in part, the Company at its
expense will execute and deliver a new Option of like tenor exercisable for the
number of Shares for which this Option may then be exercised.

         4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Option.
In lieu of any fractional share to which the Holder would otherwise be entitled,
the Company shall make a cash payment equal to the Exercise Price multiplied by
such fraction.

<PAGE>


         5. Replacement of Option. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Option and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Option, the
Company at its expense shall execute and deliver, in lieu of this Option, a new
Option of like tenor and amount.

         6. Rights of Stockholder. Except as otherwise contemplated herein, the
Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Option shall have been exercised as
provided herein.

         7. Transfer of Option.

                  7.1 Non-Transferability. No Option shall be assignable or
transferable other than by the laws of descent and distribution. During the
lifetime of the Holder, an Option shall be exercisable only by the Holder or, in
the event of the Holder's incapacity, by the Holder's legal guardian or legal
representative.

                  7.2 Exchange of Option Upon a Transfer. On surrender of this
Option for exchange, properly endorsed, the Company at its expense shall issue
to or on the order of the Holder a new Option or Options of like tenor, in the
name of the Holder or as the Holder (on payment by the Holder of any applicable
transfer taxes) may direct, of the number of shares issuable upon exercise
hereof.

                  7.3 Compliance with Securities Laws; Restrictions on
Transfers.

                           (a) The Holder of this Option, by acceptance hereof,
acknowledges that this Option and the Shares to be issued upon exercise hereof
are being acquired solely for the Holder's own account and not as a nominee for
any other party, and for investment (unless such Shares are subject to resale
pursuant to an effective prospectus), and that the Holder will not offer, sell
or otherwise dispose of this Option or any Shares to be issued upon exercise
hereof except under circumstances that will not result in a violation of
applicable federal and state securities laws. Upon exercise of this Option, the
Holder shall, if requested by the Company, confirm in writing, in a form
satisfactory to the Company, that the shares of Common Stock so purchased are
being acquired solely for the Holder's own account and not as a nominee for any
other party, for investment (unless such shares are subject to resale pursuant
to an effective prospectus), and not with a view toward distribution or resale.

<PAGE>


                           (b) Neither this Option nor any share of Common Stock
issued upon exercise of this Option may be offered for sale or sold, or
otherwise transferred or sold in any transaction which would constitute a sale
thereof within the meaning of the Securities Act, unless (i) such security has
been registered for sale under the Securities Act and registered or qualified
under applicable state securities laws relating to the offer an sale of
securities, or (ii) exemptions from the registration requirements of the
Securities Act and the registration or qualification requirements of all such
state securities laws are available and the Company shall have received an
opinion of counsel satisfactory to the Company that the proposed sale or other
disposition of such securities may be effected without registration under the
Securities Act and would not result in any violation of any applicable state
securities laws relating to the registration or qualification of securities for
sale, such counsel and such opinion to be satisfactory to the Company.

                           (c) All Shares issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following form (in
addition to any legend required by state securities laws).

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION
FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED ON AN
OPINION LETTER OF COUNSEL SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION."

                  (d) Holder recognizes that investing in the Option and the
Common Stock involves a high degree of risk, and Holder is in a financial
position to hold the Option and the Common Stock indefinitely and is able to
bear the economic risk and withstand a complete loss of its investment in the
Option and the Common Stock. The Holder is a sophisticated investor and is
capable of evaluating the merits and risks of investing in the Company. The
Holder has had an opportunity to discuss the Company's business, management and
financial affairs with the Company's management, has been given full and
complete access to information concerning the Company, and has utilized such
access to its satisfaction for the purpose of obtaining information or verifying
information and has had the opportunity to inspect the Company's operation.
Holder has had the opportunity to ask questions of, and receive answers from the
management of the Company (and any person acting on its behalf) concerning the
Option and the Common Stock and the agreements and transactions contemplated
hereby, and to obtain any additional information as Holder may have requested in
making its investment decision.

<PAGE>


                  (e) Holder acknowledges and represents: (i) that he has been
afforded the opportunity to review and is familiar with the quarterly, annual
and periodic reports of the Company and has based his decision to invest solely
on the information contained therein and has not been furnished with any other
literature, prospectus or other information except as included in such reports;
(ii) he is at least 21 years of age; (iii) he has adequate means of providing
for his current needs and personal contingencies; (iv) he has no need for
liquidity for his investment in the Option or Common Stock; (v) he maintains his
domicile and is not a transient or temporary resident at the address on the
books and records of the Company; (vi) all of his investments and commitments to
non-liquid assets and similar investments are, after his acquisition of the
Option and Common Stock, will be reasonable in relation to his net worth and
current needs; (vii) he understands that no federal or state agency has approved
or disapproved the Option or Common Stock or made any finding or determination
as to the fairness of the Option and Common Stock for investment; and (viii) he
recognizes that the Common Stock is presently eligible for trading on the
American Stock Exchange, and that the Company has made no representations,
warranties, or assurances as to the future trading value of the Common Stock,
whether a public market will continue to exist for the resale of the Common
Stock, or whether the Common Stock can be sold at a price reflective of past
trading history at any time in the future.


         8. Reservation and Issuance of Stock; Payment of Taxes.

                  (a) The Company covenants that during the term that this
Option is exercisable, the Company will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
Shares upon the exercise of this Option, and from time to time will take all
steps necessary to amend its Certificate of Incorporation to provide sufficient
reserves of Shares of Common Stock issuable upon the exercise of the Option.

                  (b) The Company further covenants that all Shares of Common
Stock issuable upon the due exercise of this Option will be free and clear from
all taxes or liens, charges and security interests created by the Company with
respect to the issuance thereof, however, the Company shall not be obligated or
liable for the payment of any taxes, liens or charges of Holder, or any other
party contemplated by Section 7, incurred in connection with the issuance of
this Option or the Common Stock upon the due exercise of this Option. The
Company agrees that its issuance of this Option shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Shares of Common Stock upon
the exercise of this Option. The Common Stock issuable upon the due exercise of
this Option, will, upon issuance in accordance with the terms hereof, be duly
authorized, validly issued, fully paid and non-assessable.

                  (c) Whenever Options are to be issued or exercised under this
Agreement, under circumstances in which the Administrator believes that any
federal, state or local tax withholding may be imposed, the Company shall have
the right to require the Holder to promptly remit to the Company an amount
sufficient to satisfy the minimum federal, state and local tax withholding
requirements prior to the delivery of any Options or certificate for Shares or
any proceeds. If a Holder makes a disposition of Shares acquired upon the
exercise of an Incentive Stock Option within either two years after the Option
was granted or one year after its exercise by the Holder, the Holder shall
promptly notify the Company and the Company shall have the right to require the
Holder to pay to the Company an amount sufficient to satisfy federal, state and
local tax withholding requirements.

<PAGE>


                  (d) A Holder who is obligated to pay the Company an amount
required to be withheld under applicable tax withholding requirements may pay
such amount (i) in cash; (ii) in the discretion of the Administrator, through
the delivery to the Company of previously-owned Shares of Common Stock having an
aggregate Fair Market Value on the date payment is requested by the
Administrator equal to the tax obligation provided that the previously owned
shares delivered in satisfaction of the withholding obligations must have been
held by the Holder for at least six (6) months; (iii) in the discretion of the
Administrator, through an election to have the Company withhold shares of Stock
otherwise issuable to the Holder having a Fair Market Value on such date equal
to the amount of tax required to be withheld, or (iv) in the discretion of the
Administrator, through a combination of the procedures set forth in subsections
(i), (ii) and (iii) of this Section 8(d).

                  (e) An election by a Holder to have shares of Stock withheld
to satisfy federal, state and local tax withholding requirements pursuant to
Section 8(d) must be in writing and delivered to the Company prior to the date
when such payment is due.

         9. Notices.

                  (a) All notices, advices and communications under this Option
shall be deemed to have been given, (i) in the case of personal delivery, on the
date of such delivery and (ii) in the case of mailing, on the third business day
following the date of such mailing, addressed as follows:

                          If to the Company:

                          Stonepath Group, Inc.
                          2 Penn Center, Suite 605
                          Philadelphia, PA  19102
                          Attention:  Stephen M. Cohen, Esquire, General Counsel

                          and to the Holder:

                          at the address of the Holder appearing on the books of
                          the Company or the Company's transfer agent, if any.

         Either of the Company or the Holder may from time to time change the
address to which notices to it are to be mailed hereunder by notice in
accordance with the provisions of this Section 9.

<PAGE>


         10. Amendments.

                  (a) Any term of this Option may be amended with the written
consent of the Company and the Holder. Any amendment effected in accordance with
this Section 10 shall be binding upon the Holder, each future Holder and the
Company.

                  (b) No waivers of, or exceptions to, any term, condition or
provision of this Option, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.

         11. Adjustments. The number of Shares of Common Stock purchasable
hereunder and the Exercise Price is subject to adjustment from time to time upon
the occurrence of certain events, as follows:

                  11.1 Reorganization, Merger or Sale of Assets. If at any time
while this Option, or any portion thereof, is outstanding there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash or otherwise, or represent
less than 50% of the shares of the Company's capital stock immediately after the
merger, or (iii) a sale or transfer of substantially all of the Company's
properties and assets as, or substantially as, an entirety to any other person,
then, unless lawful provision is made for the assumption of the Option with
appropriate proportional adjustments in the number of Options and the Exercise
Price, as determined by the Administrator, any unvested Options shall vest, if
at all, in accordance with Schedule A hereto and as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the holder of this Option shall for a period of thirty (30) days
following written notice to the Holder, have the right by exercising such
Option, to purchase the kind and number of shares of Common Stock or other
securities or property (including cash) otherwise receivable upon such
reorganization, merger, consolidation or sale or transfer by a holder of the
number of shares of Common Stock that might have been purchased upon exercise of
such Option immediately prior to such reorganization, merger, consolidation or
sale or transfer. Unless assumed, all unvested Options and all vested Options
which are not exercised during the thirty (30) day period referred to in the
preceding sentence shall thereupon expire.

                  11.2 Reclassification. If the Company, at any time while this
Option, or any portion thereof, remains outstanding, by reclassification of
securities or otherwise, shall change any of the securities as to which purchase
rights under this Option exist into the same or a different number of securities
of any other class or classes, this Option shall thereafter represent the right
to acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Option immediately prior to such reclassification or
other change and the Exercise Price therefore shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 11.

<PAGE>


                  11.3 Split, Subdivision or Combination of Shares. If the
Company at any time while this Option, or any portion thereof, remains
outstanding shall split, subdivide or combine the securities as to which
purchase rights under this Option exist, into a different number of securities
of the same class, the Exercise Price and the number of shares issuable upon
exercise of this Option shall be proportionately adjusted.

                  11.4 Adjustments for Dividends in Stock or Other Securities or
Property. If while this Option, or any portion hereof, remains outstanding the
holders of the securities as to which purchase rights under this Option exist at
the time shall have received, or, on or after the record date fixed for the
determination of eligible Stockholders, shall have become entitled to receive,
without payment therefore, other or additional stock or other securities or
property (other than cash) of the Company by way of dividend, then and in each
case, this Option shall represent the right to acquire, in addition to the
number of shares of the security receivable upon exercise of this Option, and
without payment of any additional consideration therefore, the amount of such
other or additional stock or other securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Option on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock, other securities or property available by this Option as
aforesaid during such period.

                  11.5 No Avoidance. The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of this Section 11
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder of this Option against impairment.


                  11.6 No Fractional Shares. No adjustment or substitution
provided for in this Section 11 shall require the Company to issue or to sell a
fractional share under any Option Agreement or share award agreement and the
total adjustment or substitution with respect to each stock Option and share
award agreement shall be limited accordingly.

                  11.7 Notice of Adjustment. Whenever the Exercise Price or
number of shares purchasable hereunder shall be adjusted pursuant to Section 11
hereof, the Company shall issue a certificate signed by its Chief Financial
Officer setting forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment was
calculated, and the Exercise Price and number of shares purchasable hereunder
after giving effect to such adjustment, and shall cause a copy of such
certificate to be mailed (by first class mail, postage prepaid) to the Holder of
this Option.

<PAGE>


         12. Severability. Whenever possible, each provision of this Option
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Option is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Option
in such jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Option shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

         13. Governing Law. The corporate law of the State of Delaware shall
govern all issues and questions concerning the relative rights of the Company
and its stockholders. All other questions concerning the construction, validity,
interpretation and enforceability of this Option and the exhibits and schedules
hereto shall be governed by, and construed in accordance with, the laws of the
State of Delaware, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.

         14. Jurisdiction. Any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement shall be
brought against either of the parties in the courts of the City in which the
principal executive offices of the Company are located, or, if either party has
or can acquire jurisdiction, in the United States Federal District Court for the
district most proximate to the city in which the principal executive offices are
located, and each of the parties consents to the jurisdiction of such courts
(and of the appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid therein. Process in any action or proceeding
referred to in the preceding sentence may be served on either party anywhere in
the world.

         15. Corporate Power; Authorization; Enforceable Obligations. The
execution, delivery and performance by the Company of this Agreement: (i) are
within the Company's corporate power; (ii) have been duly authorized by all
necessary or proper corporate action; (iii) are not in contravention of the
Company's certificate of incorporation or by-laws; (iv) will not violate in any
material respect, any law or regulation, including any and all Federal and state
securities laws, or any order or decree of any court or governmental
instrumentality; and (v) will not, in any material respect, conflict with or
result in the breach or termination of, or constitute a default under any
agreement or other material instrument to which the Company is a party or by
which the Company is bound.

         16. Successors and Assigns. This Option shall inure to the benefit of
and be binding on the respective successors, assigns and legal representatives
of the Holder and the Company.

<PAGE>


         17. Entire Agreement. This Agreement and the documents referenced
herein, contain the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject matter
hereof. This Agreement may not be amended orally, but only by an agreement in
writing signed by the parties hereto.

         IN WITNESS WHEREOF, the Company has caused this Option to be executed
by its officers thereunto duly authorized.

Dated:  February 22, 2002

ATTEST:                                    STONEPATH GROUP, INC.


By:____________________                    By: /s/ Stephen M. Cohen
                                               ---------------------------------
                                               Authorized Executive Officer


WITNESS:                                   HOLDER: Dennis Pelino


_______________________                    By: /s/ Dennis Pelino
                                               ---------------------------------
                                               Please Print Name


                                               --------------------------------
                                               Signature




<PAGE>


                               NOTICE OF EXERCISE


TO:      [_____________________________]

         (1) The undersigned hereby elects to purchase _______ shares of Common
Stock of STONEPATH GROUP, INC. pursuant to the terms of the attached Option, and
tenders herewith payment of the purchase price for such shares in full.

         (2) In exercising this Option, the undersigned hereby confirms and
acknowledges that the shares of Common Stock to be issued upon conversion
thereof are being acquired solely for the account of the undersigned and not as
a nominee for any other party, and for investment (unless such shares are
subject to resale pursuant to an effective prospectus), and that the undersigned
will not offer, sell or otherwise dispose of any such shares of Common Stock
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any state securities laws.

         (3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:




                                              ----------------------------------
                                             (Name)


                                              ----------------------------------
                                              (Name)


--------------------------                    ----------------------------------
(Date)                                        (Signature)



<PAGE>



                                   Schedule A




1. Optionee: Dennis L. Pelino

2. Grant Date: June 21, 2001

3. Option Termination Date: June 21, 2011

4. Number of Shares of Common Stock covered by the Option: One Million Eight
Hundred Thousand (1,800,000)

5. Exercise Price: $.82

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


                  (a) Options to purchase six hundred thousand (600,000) shares
shall vest on October 18, 2001 (the "First Vesting Date").

                  (b) Options to purchase one million two hundred thousand
(1,200,000) shares shall vest in the following manner:

                           (i) Options to purchase four hundred thousand
(400,000) shares shall vest on October 18, 2002 (the "Second Vesting Date")
provided Holder remains continuously employed by the Company at all times from
the First Vesting Date through the Second Vesting Date; and, except as otherwise
specifically provided for in the attached Option Agreement, once Holder is no
longer employed by the Company, for whatever reason, the Options that have not
yet vested shall lapse, and Holder shall have no right, title or interest in and
to any additional Options except those that last vested prior to the termination
of his employment;

                           (ii) Options to purchase four hundred thousand
(400,000) shares shall vest on October 18, 2003 (the "Third Vesting Date")
provided Holder remains continuously employed by the Company at all times from
the First Vesting Date through the Third Vesting Date; and, except as otherwise
specifically provided for in the attached Option Agreement, once Holder is no
longer employed by the Company, for whatever reason, the Options that have not
yet vested shall lapse, and Holder shall have no right, title or interest in and
to any additional Options except those that last vested prior to the termination
of his employment;

                           (iii) Options to purchase four hundred thousand
(400,000) shares shall vest on October 18, 2004 (the "Fourth Vesting Date")
provided Holder remains continuously employed by the Company at all times from
the First Vesting Date through the Fourth Vesting Date; and, except as otherwise
specifically provided for in the attached Option Agreement, once Holder is no
longer employed by the Company, for whatever reason, the Options that have not
yet vested shall lapse, and Holder shall have no right, title or interest in and
to any additional Options except those that last vested prior to the termination
of his employment;

<PAGE>


                           (iv) Notwithstanding the above, if during the Term of
this Option the closing price of the Company's common shares, as listed on the
principal exchange, market system or quotation system upon which such shares are
regularly traded, exceeds $9.00 for each trading day for a period of nine (9)
consecutive months, all of the remaining unvested Options will thereafter vest
automatically at that time;

                           (v) Except as otherwise specifically provided for in
the attached Option Agreement, in the event of a transaction described in
Section 11.1 of the Option Agreement which causes a termination of the Options
after expiration of the applicable notice period specified therein, that
percentage of the remaining Options that have not yet vested through the date of
such transaction shall vest concurrent with the transaction in accordance with
the following schedule:


-------------------------------------------------------- -----------------------
PER SHARE CONSIDERATION RECEIVED BY STOCKHOLDERS IN THE  PERCENTAGE OF REMAINING
BY STOCKHOLDERS IN THE TRANSACTION                       OPTIONS VESTING
-------------------------------------------------------- -----------------------
Below $5.00                                              -0 -
-------------------------------------------------------- -----------------------
$5.00 - $5.99                                            50%
-------------------------------------------------------- -----------------------
$6.00 - $6.99                                            62.5%
-------------------------------------------------------- -----------------------
$7.00 - $7.99                                            75%
-------------------------------------------------------- -----------------------
$8.00 - $8.99                                            87.5%
-------------------------------------------------------- -----------------------
$9.00 and above                                          100%
-------------------------------------------------------- -----------------------

         If the per share consideration payable to the stockholders in
connection with any such transaction is payable other than in cash or marketable
securities, then the value of such consideration shall be determined in good
faith by the Administrator;

                           (vi) On whatever earlier dates as are permitted by
the Company in its sole discretion; or

                           (vii) As otherwise provided for in the Plan.