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                                                                   Exhibit 10.20

                EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
                -----------------------------------------------

         This Eighth Amendment to Loan and Security  Agreement  ("Amendment") is
made as of the 30th day of March,  2005 by and among  LASALLE  BUSINESS  CREDIT,
LLC,  a  Delaware  limited  liability  company  (successor  by merger to LASALLE
BUSINESS CREDIT, INC.) ("Lender"),  Two Commerce Square, Suite 2610, 2001 Market
Street,   Philadelphia,   PA  19103,  and  STONEPATH  GROUP,  INC.,  a  Delaware
corporation   ("Stonepath"),   CONTRACT  AIR,  INC.,  a  Minnesota   corporation
("Contract  Air"),   DISTRIBUTION   SERVICES,   INC.,  a  Minnesota  corporation
("Distribution Services"), GLOBAL CONTAINER LINE, INC., a Washington corporation
("Global  Container"),  M.G.R.,  INC.,  d/b/a  AIR  PLUS  LIMITED,  a  Minnesota
corporation ("Air Plus"), NET VALUE, INC., a Delaware corporation ("Net Value"),
STONEPATH   LOGISTICS   DOMESTIC   SERVICES,   INC.,   a  Delaware   corporation
("Logistics"),  STONEPATH LOGISTICS GOVERNMENT  SERVICES,  INC., f/k/a Transport
Specialists,  Inc., a Virginia corporation  ("Government  Services"),  STONEPATH
LOGISTICS INTERNATIONAL SERVICES,  INC., a Delaware corporation  ("International
Services I"), STONEPATH  LOGISTICS  INTERNATIONAL  SERVICES,  INC., f/k/a Global
Transportation Services, Inc., a Washington corporation ("International Services
II"),  STONEPATH  OFFSHORE  HOLDINGS,  INC., a Delaware  corporation  ("Offshore
Holdings"),  STONEPATH OPERATIONS INC., a Delaware  corporation  ("Operations"),
and UNITED  AMERICAN  ACQUISITIONS  AND  MANAGEMENT,  INC. d/b/a UNITED AMERICAN
FREIGHT SERVICES,  INC., a Michigan corporation ("United American", and together
with Stonepath, Contract Air, Distribution Services, Global Container, Air Plus,
Net  Value,   Logistics,   Government   Services,   International   Services  I,
International  Services II,  Offshore  Holdings and  Operations  are referred to
herein  collectively  as the "Loan  Parties" and each  individually  as an "Loan
Party").

                                   BACKGROUND

         A. Loan  Parties and Lender are parties to a certain  Loan and Security
Agreement dated May 15, 2002 (as it may heretofore have been or may hereafter be
from  time  to  time  modified,   amended,   restated  or  replaced,  the  "Loan
Agreement"),  pursuant  to which  Loan  Parties  established  certain  financing
arrangements  with Lender.  All capitalized  terms not otherwise  defined herein
shall  have  the  meanings  ascribed  thereto  in the Loan  Agreement.  The Loan
Agreement and all of the Other Agreements are referred to herein collectively as
the "Initial Loan Documents".

         B. Loan Parties and Lender have agreed that certain modification should
be made to the  terms  and  provisions  of the Loan  Agreement  on the terms and
conditions set forth in and according to the provisions of this Amendment.

         NOW, THEREFORE, with the foregoing Background incorporated by reference
and made a part hereof and intending to be legally  bound,  the parties agree as
follows:

         1. Confirmation of Indebtedness. Loan Parties confirm and agree that as
of the close of business on March 30,  2005,  they are  indebted to Lender under
the  Loan  Documents,   without  any  deduction,   defense,   setoff,  claim  or
counterclaim  of any nature  whatsoever,  in the aggregate  principal  amount of
$13,493,600  comprised  of:  (a)  $13,343,600  outstanding  with  respect to the
Revolving Credit Loans and (b) $150,000  outstanding with respect to outstanding
Letters  of  Credit,  plus  all  accrued  interest,  fees,  costs  and  expenses
(including  attorneys'  fees)  incurred  to date in  connection  with  the  Loan
Agreement and related agreements.

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         2. Amendments to Loan  Agreement.  The Loan Agreement is hereby amended
as follows:

                  (a)  Amendment  of  Termination  Date.  The first  sentence of
Section 10 of the Loan  Agreement (as  previously  amended)  shall be amended by
deleting  the date  "January  31,  2006" in the second line of such  section and
replacing it with "May 31, 2006."

                  (b) The borrowing  availability reserve ("Special Availability
Reserve") set forth in paragraph 5(a) of that certain Seventh  Amendment to Loan
and Security  Agreement  dated as of November 17, 2004 among the parties  hereto
("Seventh Amendment") is hereby increased from $2,500,000 to $2,750,000.

                  (c) Loan  Parties  covenant  and agree  that they shall at all
times have Undrawn Availability of at least $1,500,000.

         3.  Additional  Facility Fee. Loan Parties  covenant and agree that, in
consideration for the  accommodations and amendments  provided for herein,  Loan
Parties shall pay to Lender an  additional  facility fee  ("Additional  Facility
Fee") equal to $50,000  contemporaneously  with the execution hereof, which such
fee shall be nonrefundable.

         4. Capital Injection.

                  (a) Loan  Parties  covenant  and  agree  that  Stonepath  will
receive a capital  injection,  in cash, (as equity or subordinated  indebtedness
under  terms  and  agreements  acceptable  to  Lender)  of at  least  $5,000,000
("Required Capital Injection") by no later than April 30, 2005.

                  (b) If the Required Capital Injection is not received by April
30, 2005,  the Special  Availability  Reserve  shall then be  automatically  and
permanently  increased from $2,750,000 to $3,000,000 and a special  facility fee
of $100,000 will then be automatically and  unconditionally  earned by Lender on
May 1, 2005. The Special Availability Reserve shall be further automatically and
permanently  increased  by  $250,000  on each of May 31,  2005,  June 30,  2005,
September  30,  2005,  December  31,  2005 and March 31, 2006 and (ii) a further
special  facility fee of $100,000  shall be  automatically  and  unconditionally
earned by Lender on each of June 1, 2005, July 1, 2005, October 1, 2005, January
1,  2006 and  April  1,  2006 if the  Required  Capital  Injection  has not been
received by Stonepath prior to the respective applicable date set forth.

                  (c) If (and regardless of when) the Required Capital Injection
is received by Stonepath, the Special Availability Reserve shall in any event be
automatically and permanently  increased by $250,000 on each of August 31, 2005,
November 30, 2005 and February  28, 2006 and a further  special  facility fee of
$100,000 shall be automatically and unconditionally  earned by Lender on each of
September 1, 2005, December 1, 2005 and March 1, 2006.

                  (d) To the extent the fees  described  in this  paragraph  are
earned by Lender  according to the terms hereof,  each such fee shall be due and
payable  on the  respective  date  earned.  Each and every fee  earned by Lender
pursuant to this paragraph shall be nonrefundable and in addition to, and not in
lieu of or  substitution  for, any other fee at any time earned by or payable to
Lender  pursuant  to the terms of the Loan  Agreement.  Loan  Parties  expressly
acknowledge  and  agree  that the fees  described  in this  Agreement  have been
specifically  negotiated by the parties and shall,  as applicable,  be earned by


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Lender in consideration of accommodations  being made to the Loan Parties by and
the credit risk undertaken by the Lender under this Amendment.

         5.  Representations  and  Warranties.  Each Loan Party  represents  and
warrants to Lender that:

                  (a) All  warranties and  representations  made to Lender under
the Loan Agreement and related  agreements and documents are true and correct as
to the date hereof.

                  (b) The  execution  and  delivery  by each Loan  Party of this
Amendment and the performance by each such Loan Party of the transactions herein
contemplated (i) are and will be within its powers, (ii) have been authorized by
all  necessary  corporate  action,  and  (iii)  are  not  and  will  not  be  in
contravention of any order of any court or other agency of government, or of any
law,  or be in conflict  with,  result in a breach of, or  constitute  (with due
notice  and/or lapse of time) a default under any such  indenture,  agreement or
undertaking  or result in the  imposition of any lien,  charge or encumbrance of
any nature on any of the  properties of such Loan Party or under the articles or
certificate of incorporation or bylaws or other corporate governance document of
any such Loan Party.

                  (c) This Amendment and any related  agreement or document will
be valid and binding on and  enforceable  against each Loan Party in  accordance
with its respective terms.

         6. Collateral. As security for the payment of all Liabilities now or in
the  future  existing,  each Loan Party  hereby  confirms  and  agrees  that all
security  interests  and liens  granted to Lender by any one of them continue in
full force and effect and shall  continue  to secure all such  Liabilities.  All
Collateral  remains  free and clear of any liens  other  than  Permitted  Liens.
Nothing herein contained is intended in any way to impair or limit the validity,
priority  and extent of the  existing  security  interest of Lender in and liens
upon the Collateral of any Loan Party.

         7.  Effectiveness  Conditions.  This Amendment  shall be effective upon
completion of the following  conditions  precedent  (all documents to be in form
and substance satisfactory to Lender and Lender's counsel):

                  (a)  Execution  and delivery of this  Amendment by all parties
hereto;

                  (b)  Delivery  of  (i)  an  incumbency  certificate  from  the
secretary or other  appropriate  officer of each Loan Party certifying the name,
title and  signature  of the  officer  of each such Loan  Party  executing  this
Amendment  on behalf of such  party  and (ii) a copy of the  resolutions  and/or
written  actions  or  consents  of the  boards of  directors  of each Loan Party
authorizing  the  execution  of  this  Amendment  and  the  performance  of  the
transactions  contemplated hereby, certified as complete and correct and in full
force and effect by the secretary or other appropriate officer of each such Loan
Party;

                  (c) Payment to Lender of the Additional  Facility Fee required
to be paid on the date hereof plus all fees and expenses (specifically including
attorneys'  fees) incurred in relation to the  preparation and execution of this
Amendment; and

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                  (d) Execution and/or delivery of any and all other agreements,
instruments  and documents  requested by Lender to effectuate  and implement the
terms hereof.

         8.  Ratification  of Initial Loan  Documents.  Except as expressly  set
forth herein,  all of the terms and  conditions of the Loan Agreement are hereby
ratified and confirmed and continue  unchanged and in full force and effect. All
references to the Loan  Agreement  shall mean the Loan  Agreement as modified by
this Amendment. No modification hereof shall be binding or enforceable unless in
writing and signed by the party against whom enforcement is sought.

         9. Governing Law. THIS  AMENDMENT,  AND ALL MATTERS  RELATING HERETO OR
ARISING  HEREFROM,  SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE
COMMONWEALTH  OF  PENNSYLVANIA  (WITHOUT  REGARD  TO  PENNSYLVANIA'S   OTHERWISE
APPLICABLE  PRINCIPLES OF CONFLICTS OF LAWS) AS TO INTERPRETATION,  ENFORCEMENT,
VALIDITY, CONSTRUCTION,  EFFECT, AND IN ALL OTHER RESPECTS, EXCLUDING PERFECTION
OF THE SECURITY  INTERESTS IN COLLATERAL  LOCATED OUTSIDE OF THE COMMONWEALTH OF
PENNSYLVANIA, WHICH SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE RELEVANT
JURISDICTION  IN WHICH SUCH  COLLATERAL  IS LOCATED.  If any  provision  of this
Amendment  shall be held to be prohibited by or invalid  under  applicable  law,
such provision  shall be ineffective  only to the extent of such  prohibition or
invalidity,  without  invalidating  the remainder of such provision or remaining
provisions of this Amendment.

         10.  Counterparts.  This  Amendment  may be  executed  in any number of
counterparts,  each of which when so executed shall be deemed to be an original,
and such  counterparts  together shall  constitute  one and the same  respective
agreement. Signature by facsimile shall bind the parties hereto.



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         IN WITNESS WHEREOF, the parties have executed this Eighth Amendment to
Loan and Security Agreement the day and year first written above.

                             LENDER:
                             LASALLE BUSINESS CREDIT, LLC

                             By: /s/ William H. Moul, Jr.
                                --------------------------------
                                 Name: William H. Moul, Jr.
                                 Title:   Vice President

                             LOAN PARTIES:
                             STONEPATH GROUP, INC.

                             CONTRACT AIR, INC.

                             DISTRIBUTION SERVICES, INC.

                             GLOBAL CONTAINER LINE, INC.

                             M.G.R. INC., d/b/a AIR PLUS LIMITED

                             NET VALUE, INC.

                             STONEPATH LOGISTICS DOMESTIC SERVICES, INC.

                             STONEPATH LOGISTICS GOVERNMENT SERVICES, INC.,
                             f/k/a Transport Specialists, Inc.

                             STONEPATH LOGISTICS INTERNATIONAL SERVICES, INC,
                             a Delaware Corporation

                             STONEPATH LOGISTICS INTERNATIONAL SERVICES, INC.,
                             f/k/a/ Global Transportation Services, Inc.,
                             a Washington Corporation

                             STONEPATH OFFSHORE HOLDINGS, INC.

                             STONEPATH OPERATIONS, INC.

                             UNITED AMERICAN ACQUISITIONS AND MANAGEMENT, INC.
                             d/b/a UNITED AMERICAN FREIGHT SERVICES, INC.

                             BY:/s/ Robert Arovas
                                --------------------------
                                    Name:  Robert Arovas
                                    Title: President

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