ASSET
      PURCHASE AGREEMENT

    


    by
      and
      between

    


    


    RADIANT
      LOGISTICS GLOBAL SERVICES, INC.

    


    and

    


    MASS
      FINANCIAL CORP

    


    


    May
      21,
      2007

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	
                Page

              
	 	 	 	 
	
                ARTICLE
                  1

              	 	
                CERTAIN
                  DEFINITIONS

              	
                2

              
	 	 	 	 
	
                ARTICLE
                  2

              	 	
                TRANSFER
                  OF ASSETS; MANAGEMENT SERVICES AGREEMENT; CLOSING

              	
                2

              
	
                2.1

              	 	
                Purchased
                  Assets

              	
                2

              
	
                2.2

              	 	
                Excluded
                  Assets

              	
                3

              
	
                2.3

              	 	
                Assignment

              	
                3

              
	
                2.4

              	 	
                Management
                  Services Agreement

              	
                3

              
	
                2.5

              	 	
                Closing

              	
                3

              
	 	 	 	 
	
                ARTICLE
                  3

              	 	
                PURCHASE
                  PRICE

              	
                3

              
	
                3.1

              	 	
                Purchase
                  Price for Purchased Assets

              	
                3

              
	
                3.2

              	 	
                Taxes

              	
                5

              
	 	 	 	 
	
                ARTICLE
                  4

              	 	
                NO
                  ASSUMPTION OF LIABILITIES

              	
                5

              
	
                4.1

              	 	
                No
                  Assumption of Liabilities

              	
                5

              
	 	 	 	 
	
                ARTICLE
                  5

              	 	
                CLOSING

              	
                5

              
	
                5.1

              	 	
                Deliveries
                  by Seller

              	
                5

              
	
                5.2

              	 	
                Payment
                  by Buyer

              	
                6

              
	 	 	 	 
	
                ARTICLE
                  6

              	 	
                REPRESENTATIONS
                  AND WARRANTIES OF SELLER

              	
                6

              
	
                6.1

              	 	
                Organization,
                  Good Standing and Power

              	
                6

              
	
                6.2

              	 	
                Authorization
                  of Agreement and Enforceability

              	
                6

              
	
                6.3

              	 	
                No
                  Violation; Consents

              	
                6

              
	
                6.4

              	 	
                Title
                  to Purchased Assets; Absence of Encumbrances

              	
                7

              
	
                6.5

              	 	
                Value
                  of Purchased Assets; Sufficiency of Purchase Price

              	
                7

              
	
                6.6

              	 	
                No
                  Representation or Warranty Regarding Automotive Business

              	
                7

              
	
                6.7

              	 	
                Legal
                  Proceedings

              	
                7

              
	
                6.8

              	 	
                No
                  Fraudulent Conveyance

              	
                7

              
	
                6.9

              	 	
                Operation
                  of Automotive Business

              	
                8

              
	
                6.10

              	 	
                Purchased
                  Assets Under the UCC

              	
                8

              
	 	 	 	 
	
                ARTICLE
                  7

              	 	
                REPRESENTATIONS
                  AND WARRANTIES OF BUYER

              	
                8

              
	
                7.1

              	 	
                Organization,
                  Good Standing, Power

              	
                8

              
	
                7.2

              	 	
                Authorization
                  of Agreement and Enforceability

              	
                8

              
	
                7.3

              	 	
                No
                  Violations; Consents

              	
                8

              
	
                7.4

              	 	
                Non
                  Reliance on Any Representation or Warranty Regarding Automotive
                  Business

              	
                9

              
	
                7.5

              	 	
                Completeness
                  and Accuracy

              	
                9

              
	 	 	 	 
	
                ARTICLE
                  8

              	 	
                COVENANTS

              	
                9

              
	
                8.1

              	 	
                Application
                  of Purchase Price

              	
                9

              
	
                8.2

              	 	
                Confidentiality

              	
                9

              
	
                8.3

              	 	
                Best
                  Efforts; Court Approval

              	
                9

              
	
                8.4

              	 	
                Further
                  Assurances; Credit Bid

              	
                10

              
	
                8.5

              	 	
                Non
                  Solicitation Agreement

              	
                10

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        	
                ARTICLE
                  9

              	 	
                CONDITIONS
                  TO CLOSING

              	
                10

              
	
                9.1

              	 	
                Conditions
                  Precedent to Buyer’s Obligation to Close

              	
                10

              
	
                9.2

              	 	
                Conditions
                  Precedent to Seller’s Obligation to Close

              	
                11

              
	
                9.3

              	 	
                Conditions
                  Precedent to the Parties’ Obligation to Close

              	
                11

              
	 	 	 	 
	
                ARTICLE
                  10

              	 	
                SURVIVAL;
                  INDEMNIFICATION

              	
                11

              
	
                10.1

              	 	
                Survival

              	
                11

              
	
                10.2

              	 	
                Indemnification
                  by Seller

              	
                12

              
	
                10.3

              	 	
                Indemnification
                  by Buyer

              	
                12

              
	
                10.4

              	 	
                Third
                  Party Claims

              	
                12

              
	
                10.5

              	 	
                Other
                  Remedies

              	
                12

              
	 	 	 	 
	
                ARTICLE
                  11

              	 	
                TERMINATION

              	
                13

              
	
                11.1

              	 	
                Termination
                  Events

              	
                13

              
	
                11.2

              	 	
                Effect
                  of Termination

              	
                13

              
	 	 	 	 
	
                ARTICLE
                  12

              	 	
                GENERAL

              	
                14

              
	
                12.1

              	 	
                Expenses

              	
                14

              
	
                12.2

              	 	
                Publicity

              	
                14

              
	
                12.3

              	 	
                Waivers

              	
                14

              
	
                12.4

              	 	
                Binding
                  Effect; Benefits

              	
                14

              
	
                12.5

              	 	
                Notices

              	
                14

              
	
                12.6

              	 	
                Entire
                  Agreement

              	
                15

              
	
                12.7

              	 	
                Counterparts

              	
                15

              
	
                12.8

              	 	
                Headings

              	
                15

              
	
                12.9

              	 	
                Construction

              	
                16

              
	
                12.10

              	 	
                Governing
                  Law and Choice of Forum

              	
                16

              
	
                12.11

              	 	
                Cooperation

              	
                16

              
	
                12.12

              	 	
                Severability

              	
                16

              


      

    

    


    EXHIBITS:

    


    
      	Exhibit
              A.	
              Definitions

            


    

    
      	Exhibit
              B.	
              Transaction
                Reliance Agreement

            


    

    
      	Exhibit
              C.	
              Management
                Services Agreement

            


    

    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    ASSET
      PURCHASE AGREEMENT

    


    ASSET
      PURCHASE AGREEMENT
      dated
      this 21st day of May, 2007 by and between MASS
      FINANCIAL CORP.,
      a
      Barbados corporation (the “Seller”),
      and
RADIANT
      LOGISTICS GLOBAL SERVICES, INC.,
      a
      Delaware corporation (the “Buyer”).

     

    RECITALS

     

    WHEREAS,
      Laurus
      Master Fund Limited extended loans to Stonepath Group, Inc., a Delaware
      corporation (“Stonepath”) and certain subsidiaries of Stonepath, including,
      among others, United American Freight Services, Inc., a Michigan corporation
      (“UAFS”), and Stonepath Logistics Domestic Services, Inc., a Delaware
      corporation (“SLDS” and, together with UAFS, the “Subs”), as evidenced by
      various loan documents, including without limitation, that certain Secured
      Convertible Minimum Borrowing Note dated as of August 31, 2005 in the original
      principal amount of $10,000,000 (the “Convertible Note”), that certain Secured
      Revolving Note dated as of August 31, 2005 in the original principal amount
      of
      $25,000,000 (the “Revolving Note” and together with the “Convertible Note”, the
“Notes”), that certain Security Agreement dated as of August 31, 2005 in favor
      of Laurus Master Fund Limited (the “Security Agreement” and together with the
      Notes, the “Loan Documents”), all of which were assigned to Seller pursuant to
      an Assignment of Loans, Liens and Loan Documents dated as of February 9, 2007;
      

     

    WHEREAS,
      pursuant to the Loan Documents Seller has a perfected first priority security
      interest in certain assets of Stonepath and the Subs to secure the prompt
      payment, performance and discharge in full of all of the Stonepath and the
      Subs’
obligations under the Loan Documents;

     

    WHEREAS,
      in each
      of the transactions contemplated in the Asset Purchase Agreement, Seller is
      acting pursuant to Seller’s foreclosure on the assets of the Subs in a manner
      that is consistent with Seller’s and such Subs’ rights and duties, including
      those under the Uniform Commercial Code; 

     

    WHEREAS,
      Stonepath and the Subs defaulted in under various provisions of the Loan
      Documents and any and all applicable cure periods have expired and various
      events of default exist thereunder;

     

    WHEREAS,
      as a
      result of the various defaults under the Loan Documents, Seller has declared
      all
      obligations of Stonepath and the Subs under the Loan Documents immediately
      due
      and owing and Stonepath and the Subs have not paid such obligations to
      Seller;

     

    WHEREAS,
      as of
      April 17, 2007, Seller has taken possession of certain assets formerly used
      by
      the Subs in the operation of UAFS (the “Automotive Business”), for disposition
      by Seller as a secured party under the Uniform Commercial Code as in effect
      under applicable law (the “UCC”);

     

    WHEREAS,
      Buyer
      is in the business of providing freight forwarding and transportation logistics
      services; and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      Buyer
      desires to acquire from Seller, and Seller desires to transfer to Buyer, certain
      of the assets used in the Automotive Business, all of which are identified
      as
“Collateral” in the Loan Documents all upon the terms and conditions of this
      Agreement. 

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements, covenants, representations and
      warranties contained herein, and in reliance thereon, Buyer and Seller,
      intending to be legally bound, hereby agree as follows:

     

    ARTICLE
      1

     

    CERTAIN
      DEFINITIONS

     

    As
      used
      herein, the terms set forth in Exhibit
      A
      shall
      have the meanings set forth therein.

     

    ARTICLE
      2

     

    TRANSFER
      OF ASSETS; MANAGEMENT SERVICES AGREEMENT; CLOSING

     

    2.1
      Purchased
      Assets.
      Subject
      to the terms and conditions of this Agreement, and based upon the
      representations and warranties contained in this Agreement, at the Closing,
      Seller shall sell and convey to Buyer, free and clear of all Encumbrances,
      and
      Buyer shall purchase from Seller, all of Seller’s right, title and interest in
      and to the assets identified in this Section 2.1 (collectively, the
“Purchased
      Assets”),
      including, the following: 

     

    (a) all
      tangible personal property used or usable in the Automotive Business, including,
      without limitation, office furniture and office equipment, fixtures, machinery,
      tooling and trade equipment, parts and supplies, vehicles, computers, computer
      peripherals (the “Tangible
      Personal Property”);

     

    (b) exclusive
      rights to all of the Intellectual Property used or usable exclusively in the
      operation of the Automotive Business and non-exclusive rights to any other
      Intellectual Property used in the operations of the Automotive Business (the
      “IP
      Rights”);
      

     

    (c) exclusive
      rights to all customer and other contracts and agreements, telephone numbers
      (including voice, fax and pager numbers), and general business records and
      data
      relating to the Automotive Business and the Purchased Assets, including, but
      not
      limited to, all books, records, and documentation, whether in written or
      electronic form, including, but not limited to, all operating data and record,
      financial ledgers, journals, books of original entry, accounting files and
      workpapers, all customer files and records, billing records, accounting and
      other files regarding identification of motor carriers, shipping lines and
      air
      carriers, and purchased transportation and other files, to the extent any of
      the
      foregoing are used or usable exclusively in the Automotive Business and relate
      to the Purchased Assets and non-exclusive rights to any other such customer
      and
      other contracts and agreements and other files used in the Automotive Business
      and relating to the Purchased Assets and (the “Books
      and Records”);

     

    (d) all
      licenses, permits, franchises, approvals, authorizations, consents or orders
      of,
      or filings with, any governmental authority, whether foreign, federal, state
      or
      local, necessary or desirable for the current conduct or operation of the
      Automotive Business or ownership of the Assets, including, but not limited
      to,
      motor carrier operating authorities, SCAC Codes used or usable in the Automotive
      Business (the “Permits”);

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (e) all
      facilities, equipment, truck, software and other leases, to the extent Buyer
      wishes to assume such leases (the “Assigned
      Leases”);
      and

     

    (f) customer
      lists, sales data, catalogs, brochures, suppliers, mailing lists, art work,
      photographs and advertising material that relate to the Automotive Business,
      in
      electronic form (the “Sales Materials” and together with the Tangible Personal
      Property, IP Rights, Books and Records, Permits and Assigned Leases, the
“Purchased
      Assets”).

     

    2.2 Excluded
      Assets.
      The
      term Purchased Assets specifically excludes any accounts receivable generated
      by
      UAFS prior to the Effective Date, any inter-company balances between UAFS and
      Stonepath or UAFS and the Subs, and any other assets not specifically included
      in Section 2.1. 

     

    2.3 Assignment.
      Without
      limiting the foregoing, Seller hereby assigns to Buyer all and any rights which
      have been assigned or transferred to Seller in connection with the Purchased
      Assets, whether under the Loan Documents or otherwise, including under any
      collateral assignments or arising out of any consent or waiver of any Person
      with which Stonepath or the Subs does or has done business.

     

    2.4 Management
      Services Agreement.
      Concurrent with the execution and delivery of this Agreement, Buyer and Seller
      shall execute and deliver the Management Services Agreement in the form attached
      hereto as Exhibit C (the “Management
      Services Agreement”).

     

    2.5 Closing.
      The
      closing of the purchase and sale of the Purchased Assets (the “Closing”)
      shall
      take place at offices of Buyer’s counsel, Fox Rothschild LLP, 997 Lenox Drive,
      Lawrenceville NJ 08750, or such other location as the parties may agree, as
      soon
      as practicable after satisfaction or waiver of all conditions precedent set
      forth in Article 9 of this Agreement (the date on which such Closing shall
      occur, the “Closing
      Date”).
      The
      conveyance of the Purchased Assets shall be effective as of 7:00 a.m., Eastern
      Daylight Savings Time on the Closing Date (the “Effective
      Time”). 

     

    ARTICLE
      3

     

    PURCHASE
      PRICE

     

    3.1 Purchase
      Price for Purchased Assets. 

     

    (a) The
      purchase price for the Purchased Assets (the “Purchase
      Price”)
      shall
      be Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000).

     

    (b) Buyer
      shall pay the Purchase Price to the Seller as follows: 

     

    (i) One
      Hundred Thousand Dollars ($100,000) (the “First
      Payment”)
      shall
      be paid by wire transfer of immediately available funds to the Seller on the
      Effective Date. These funds will be held in an interest bearing trust account
      with Williams Kastner & Gibbs, PLLC and refundable (plus accrued interest)
      to Buyer should the transaction contemplated by this Agreement fail to close;
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (ii) One
      Hundred Fifty Thousand Dollars ($150,000) (the “Second
      Payment”)
      shall
      be paid by immediately available funds to the Seller at Closing:
      and

     

    (iii) Up
      to Two
      Million Five Hundred Thousand Dollars ($2,500,000) (the “Earn-Out
      Amount”)
      which
      shall be paid based on the Earnings Before Interest, Taxes, Depreciation, and
      Amortization of Buyer generated by the Automotive Services Division of the
      Buyer
      in which Buyer uses the Purchased Assets (“Post-Closing
      EBITDA”).
      Buyer
      shall pay to Seller the Earn-Out Amount in annual installments (each such
      installment, an “Earn-Out
      Payment”)
      each
      equal to 25% of the cumulative Post-Closing EBITDA for all completed fiscal
      years after the Closing (reduced to the extent of any negative Post-Closing
      EBITDA for any one or more such fiscal years), with the first year commencing
      at
      Closing and ending June 30, 2008, less the cumulative amount of all prior
      Earn-Out Payments made to Seller. The Earn-Out Payments shall be due and made
      on
      or before September 30 of each year (each an “Earn-Out Payment Date”) until the
      entire Earn-Out Amount is paid in full. The first Earn-Out Payment shall be
      due
      and made September 30, 2008. For the purpose of calculating the Earn-Out
      Payments, to be paid by Buyer to Seller, the Earn-Out Payment due to Seller
      shall first be reduced by any indemnification claims of Buyer under this
      Agreement in the current fiscal year, and then by any indemnification claims
      of
      Buyer in any prior fiscal year.

     

    (iv) For
      the
      purpose of this Agreement, Post-Closing EBITDA shall be determined based upon
      the separate financial statements of the Buyer’s Automotive Services Division
      (which Division shall consist solely of operations previously operated by UAFS),
      as determined under GAAP, as adjusted and calculated pursuant to the following
      provisions:

     

    A. The
      Post-Closing EBITDA of the Buyer’s Automotive Services Division shall be derived
      from the audited consolidated financial statements of Radiant Logistics, Inc.
      for each of the years in the Earn-Out period;

     

    B. Any
      overhead, management or other indirect charges which might otherwise be charged
      by the Buyer or any of its affiliates against the Buyer’s Automotive Services
      Division shall be limited to two percent (2%) of the annual gross revenues
      of
      the Buyer’s Automotive Services Division plus any direct costs of the Buyer’s
      Automotive Services Division which are otherwise paid or incurred by the Buyer
      or any affiliate of the Buyer on behalf of the Buyer’s Automotive Services
      Division;

     

    C. Notwithstanding
      the characterization of such items under GAAP, the Post-Closing EBITDA of
      Buyer’s Automotive Services Division shall include as a permitted expense and
      charge against income, all liabilities, losses, costs, expenses and claims
      incurred by Buyer as a result of, or arising in connection with, this Agreement,
      the acquisition and use of the Purchased Assets, or the transactions associated
      with this Agreement, excluding for this purpose, legal and accounting fees
      incurred in connection with this Agreement.

     

    (v) Without
      the prior written consent of Seller, Buyer shall not merge its Automotive
      Services Division into any other division of Buyer or any of its affiliates,
      shall not sell or dispose of any of the assets of the Automotive Services
      Division outside the ordinary course or do anything else that would cause the
      results of the EBITDA calculations for the Buyer’s Automotive Services Division
      as set forth in this Agreement to be altered in any material way for so long
      as
      any portion of the Earn-Out Amount remains unpaid; and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (vi) Each
      Earn-Out Payment shall be accompanied by a written statement of the calculation
      of each Earn-Out Payment, and Seller shall, upon ten business days notice,
      have
      access to the accounting records of Buyer during normal business hours for
      the
      purpose of independent verification of the calculation of each Earn-out Payment.
      Seller may challenge the calculation of any Earn-Out Payment by delivering
      to
      Buyer a written notice describing in detail its objections to the payment,
      within sixty (60) days of the receipt of such payment. 

     

    (c) The
      Earn-Out Amount may be reduced in the manner, and by that amount set forth
      in
      Schedule 3.1(c).

     

    3.2 Taxes.
      The
      Seller shall bear and be responsible for the payment of all Taxes, if any,
      that
      are imposed by any government or political subdivision thereof and that are
      payable or arise as a result of the transfer of the Purchased Assets,
      notwithstanding the Party upon which such Taxes are actually imposed. Buyer
      shall furnish to Seller properly completed exemption, resale or similar
      certificates, to the extent that such certificates are required by law, for
      any
      Taxes from which Buyer claims to be exempt.

     

    ARTICLE
      4

     

    NO
      ASSUMPTION OF LIABILITIES

     

    4.1 No
      Assumption of Liabilities.
      Seller
      shall transfer the Purchased Assets to Buyer free and clear of all Encumbrances
      and Buyer shall not, by virtue of its purchase of the Purchased Assets or
      otherwise, assume or become responsible for any Liabilities of Seller, or any
      other Person.

     

    ARTICLE
      5

     

    CLOSING

     

    5.1 Deliveries
      by Seller.
      At the
      Closing, Seller shall execute and deliver the following:

     

    (a) An
      instrument of assignment, in form and substance satisfactory to Buyer, assigning
      all of Seller’s interests in trademarks, service marks and licenses which are
      included in the Intellectual Property; 

     

    (b) A
      general
      bill of sale and assignment in form and substance satisfactory to Buyer,
      transferring to Buyer all of Seller’s right, title, and interest in the
      Purchased Assets not covered by the assignments referred to in subsection (a)
      of
      this Section 5.1;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c) Opinion
      of counsel to Seller in form and substance reasonably acceptable to Buyer;
      and

     

    (d) Such
      additional instruments of conveyance and transfer as Buyer may reasonably
      request in order to more effectively vest in Buyer the Purchased
      Assets.

     

    5.2 Payment
      by Buyer.
      At the
      Closing, Buyer shall execute and/or deliver the following:

     

    (a) Pay
      to
      Seller the Second Payment payable at the Closing pursuant to Section 3.1(b)(ii);
      

     

    (b) Any
      tax
      exemption, resale or similar certificates; and

     

    (c) Opinion
      of counsel to Buyer in form and substance reasonably acceptable to
      Seller.

     

    ARTICLE
      6

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLER 

     

    To
      induce
      Buyer to enter into this Agreement, Seller hereby makes the following
      representations and warranties to Buyer.

     

    6.1 Organization,
      Good Standing and Power.
      Seller
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of its jurisdiction of incorporation, and has all requisite corporate
      power and authority to own the Purchased Assets and to execute and deliver
      this
      Agreement, to consummate the transactions contemplated hereby and to perform
      all
      the obligations to be performed by it pursuant to this Agreement.

     

    6.2 Authorization
      of Agreement and Enforceability.
      Seller
      has taken all necessary corporate action to authorize the execution and delivery
      of this Agreement, the performance by it of all terms and conditions hereof
      to
      be performed by it and the consummation of the transactions contemplated hereby.
      This Agreement constitutes a legal, valid and binding obligation of Seller,
      enforceable in accordance with its terms.

     

    6.3 No
      Violation; Consents.
      The
      execution and delivery by Seller of this Agreement, and as of Closing, the
      performance and consummation of the transactions contemplated hereby and thereby
      will not (with or without the giving of notice or the lapse of time, or both)
      (i) violate any provision of the certificate of incorporation or bylaws of
      Seller, (ii) violate, or, require any consent, authorization or approval of,
      or
      exemption by, or filing under any provision of any law, statute, rule or
      regulation to which Seller or the Purchased Assets are subject, (iii) violate
      any judgment, order, writ or decree of any court applicable to Seller or the
      Purchased Assets, (iv) conflict with, result in a breach of, constitute a
      default under, or accelerate or permit the acceleration of the performance
      required by, or require any consent, authorization or approval under any
      contract, agreement or instrument to which Seller is a party or any of the
      Purchased Assets is bound or (v) result in the creation or imposition of any
      Encumbrance upon the Purchased Assets.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    6.4 Title
      to Purchased Assets; Absence of Encumbrances.
      Seller
      is the holder of the Notes, party to the Security Agreement and has all of
      the
      rights and obligations of the “Holder” or “Laurus” under the Loan Documents. The
      outstanding amount due from Stonepath and the Subs to Seller under the Notes
      is
      approximately Five Million Nine Hundred Thousand Dollars ($5,900,000). An event
      of default has occurred under the Notes, due to, among other reasons, the
      failure to make timely repayments of amounts due under the Notes. Under the
      Loan
      Documents, Seller has a perfected first priority security interest in the
      Purchased Assets. As of April 17, 2007 Seller foreclosed upon the Purchased
      Assets, Stonepath, the Subs have surrendered them to Seller, the Seller has
      taken possession of the Purchased Assets, and Stonepath and the Subs have not
      objected to Seller’s exercise of its rights and remedies as a secured creditor
      under the Loan Documents and under the Uniform Commercial Code as enacted in
      the
      States of Delaware, Washington and Michigan, as applicable (“UCC”) or the sale
      of the Purchased Assets. The sale of the Purchased Assets constitutes Seller’s
      disposition of the Purchased Assets consistent with its rights and remedies
      under the UCC and the Loan Documents. As a result of the forgoing, Seller has
      good, marketable and transferable title to all of the Purchased Assets free
      and
      clear of any Encumbrances and will transfer to Buyer at the Closing good,
      marketable and indefeasible title to all of the Purchased Assets, free and
      clear
      of all Encumbrances. 

     

    6.5 Value
      of Purchased Assets; Sufficiency of Purchase Price.
      The
      value of the Purchased Assets is substantially less than the outstanding amount
      due from Stonepath and the Subs to Seller under the Notes. Seller has solicited
      and received indications of interest and offers for the Purchased Assets from
      other interested Persons. The Purchase Price represents the highest and best
      offer for the Purchased Assets received by Seller and represents sufficient,
      fair and adequate consideration for the Purchased Assets.

     

    6.6 No
      Representation or Warranty Regarding Automotive Business.
      Seller
      makes no representation or warranty of any kind regarding the past, present
      or
      future operations, financial performance or prospects of the Automotive
      Business.

     

    6.7 Legal
      Proceedings.
      Except
      for that certain action captioned In re: Stonepath Group, Inc. pending in the
      United States Bankruptcy Court for the District of Delaware (Case No. 07-10634),
      there is no claim, action, suit, proceeding, investigation or inquiry pending
      before any federal, state or other court or governmental or administrative
      agency or threatened against Seller or to Seller’s knowledge, related to any of
      the Purchased Assets or relating to the transactions contemplated by this
      Agreement, nor does Seller have any knowledge of any basis for any such claim,
      action, suit, proceeding, investigation, or inquiry. Seller is not a party
      to or
      subject to the provisions of any judgment, order, writ, injunction, decree
      or
      award of any court, arbitrator or governmental, regulatory or administrative
      official, body or authority that relates to the Purchased Assets that might
      affect the transactions contemplated by this Agreement.

     

    6.8 No
      Fraudulent Conveyance.
      Seller
      is entering into this Agreement and the transactions contemplated hereby without
      the intent to hinder, delay, or defraud any creditor of Seller or Stonepath
      or
      the Subs. This Agreement provides for the receipt by Seller of reasonably
      equivalent value for the Purchased Assets. Seller is, after giving effect to
      the
      transactions contemplated hereby, solvent, able to pay its debts as they become
      due, has capital sufficient to carry on its business, now owns property having
      a
      value both at fair valuation and at present fair saleable value greater than
      the
      amount required to pay its debts, and will not be rendered insolvent by the
      execution and delivery of this Agreement or by completion of the transactions
      contemplated hereby. Even after payment of the full Purchase Price, Seller
      will
      still be owed money from Stonepath and the Subs under the Loan
      Documents. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.9 Operation
      of Automotive Business.
      From
      and after April 17, 2007 (the date on which Seller took possession of the
      Purchased Assets as a secured party), Seller has operated the Automotive
      Business as secured party in possession of its collateral pending disposition
      or
      sale thereof as a secured party under the UCC.

     

    6.10 Purchased
      Assets Under the UCC.
      Seller
      has obtained all right, title and interest in and to the Purchased Assets
      through the exercise of rights under and in accordance with applicable law,
      including without limitation, Part 6 of Article 9 of the UCC. None of the Subs,
      nor their creditors has a valid claim to rights in the Purchased Assets or
      the
      proceeds of their disposition, except to the extent of any rights as to the
      application of such proceeds in accordance with such Part 6 of Article 9 of
      the
      UCC. 

     

    ARTICLE
      7

     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    To
      induce
      Seller to enter into this Agreement, Buyer hereby makes, as of the date hereof
      and as of the Closing Date, the following representations and warranties to
      Seller.

     

    7.1 Organization,
      Good Standing, Power.
      Buyer
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of its jurisdiction of incorporation and has all requisite corporate
      power and authority to own the Purchased Assets and to execute and deliver
      this
      Agreement, to consummate the transactions contemplated hereby and to perform
      all
      the obligations to be performed by it pursuant to this Agreement.

     

    7.2 Authorization
      of Agreement and Enforceability.
      Buyer
      has taken all necessary corporate action to authorize the execution and delivery
      of this Agreement, the performance by it of all terms and conditions hereof
      to
      be performed by it and the consummation of the transactions contemplated hereby.
      This Agreement constitutes a legal, valid and binding obligation of Buyer,
      enforceable in accordance with its terms.

     

    7.3 No
      Violations; Consents.
      The
      execution, delivery and performance by Buyer of this Agreement and the
      consummation of the transactions contemplated hereby will not (with or without
      the giving of notice or the lapse of time, or both) (i) violate any provision
      of
      the articles of incorporation or bylaws of Buyer, (ii) violate or require any
      consent, authorization or approval of, or exemption by, or filing under any
      provision of any law, statute, rule or regulation to which Buyer is subject,
      (iii) violate any judgment, order, writ or decree of any court applicable to
      Buyer, (iv) conflict with, result in a breach of, constitute a default under,
      or
      accelerate or permit the acceleration of the performance required by, or require
      any consent, authorization or approval under any contract, agreement or
      instrument to which Buyer is a party or any of its assets is bound or (v) result
      in the creation or imposition of any Encumbrance upon its assets, other than
      upon the Purchase Assets.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    7.4 Non
      Reliance on Any Representation or Warranty Regarding Automotive
      Business.
      Buyer
      understands and acknowledges that Seller is not making any representation or
      warranty of any kind regarding the past, present or future operations, financial
      performance or prospects of the Automotive Business. Buyer further understands
      and acknowledges that certain of the key employees of Stonepath UAFS or SLDS,
      who have worked in the Automotive Business have either resigned or been
      terminated from such positions and that the largest customer constituting
      approximately fifty percent (50%) of the Automotive Business, has not renewed
      its contract for continued services.

     

    7.5 Completeness
      and Accuracy.
      All
      information set forth on any Schedule hereto provided by Buyer is true, correct,
      and complete. No representation or warranty of Buyer contained in this Agreement
      contains or will contain any untrue statement of a material fact, or omits
      or
      will omit to state any material fact necessary to make the statements made
      therein not misleading. 

     

    ARTICLE
      8

     

    COVENANTS

     

    8.1 Application
      of Purchase Price.
      Seller
      shall apply the Purchase Price, including the Earn-Out Amount, received
      hereunder against payment of the outstanding obligations of Stonepath and the
      Subs to Seller under the Loan Documents in accordance with applicable law,
      including Section 9-615 of the UCC.

     

    8.2 Confidentiality.
      Buyer
      acknowledges that information concerning the matters that are the subject matter
      of this Agreement may constitute material non-public information under United
      States federal securities laws, and that United States federal securities laws
      prohibit any person who has received material non-public information relating
      to
      the Buyer from purchasing or selling securities of the Buyer, or from
      communicating such information to any person under circumstances in which it
      is
      reasonably foreseeable that such person is likely to purchase or sell securities
      of the Buyer. Accordingly, until such time as any such non-public information
      has been adequately disseminated to the public, Seller shall not purchase or
      sell any securities of the Buyer, or communicate such information to any other
      person. On and after the Closing Date, Seller will not, except as may be
      required by law, rule, regulation, or court order or as may be required for
      complete filing of tax and administrative documents:

     

    (a) disclose
      the existence or contents of this Agreement to any Person other than Stonepath
      or the Subs or Seller’s financial and legal advisors for the sole purpose of
      evaluating the Agreement; or

     

    (b) directly
      or indirectly, make any statements, public announcements or release to trade
      publications or the press with respect to the subject matter of this
      Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.3 Best
      Efforts; Court Approval.
      From
      and after the date hereof, Seller and Buyer shall use their respective best
      efforts to obtain all consents or approvals necessary to bring about the
      satisfaction of the conditions required to be performed, fulfilled or complied
      with by them pursuant to this Agreement and to take or cause to be taken all
      action, and to do or cause to be done all things, necessary, proper or advisable
      under applicable laws to consummate and make effective the transactions
      contemplated by this Agreement as expeditiously as practicable. This shall
      include but not be limited to, all actions necessary or desirable to obtain
      a
      final order (which has either not been appealed or is no longer subject to
      appeal and is in full force and effect) of the United States Bankruptcy Court
      for the District of Delaware (the “Bankruptcy
      Court”)
      in the
      pending involuntary proceeding against Stonepath Group, Inc., which grants
      Seller relief from the automatic stay so as to proceed with the foreclosure
      on
      and disposition of the Purchased Assets, which final order shall be in form
      and
      substance acceptable to Buyer and its counsel (the “Relief
      From Stay Order”).

     

    8.4 Further
      Assurances; Credit Bid.
      From
      and after the date hereof, Seller shall execute, acknowledge and deliver to
      Buyer, without further consideration, all such further assignments, conveyances,
      endorsements, deeds, special powers of attorney, consents and other documents,
      as Buyer may reasonably request to transfer to and vest in Buyer, and protect
      its rights, title and interest in, all the Purchased Assets and otherwise to
      consummate the transactions contemplated by this Agreement. In furtherance
      of
      this obligation, and to insure to the best extent possible that this Agreement
      and the Management Services Agreement and the transactions contemplated hereby
      are successfully concluded, in the event that any bidding or similar process
      is
      undertaken with respect to the Purchased Assets, Seller shall credit bid for
      the
      Purchased Assets up to the amount of its outstanding debt then due under the
      Notes. 

     

    8.5 Non
      Solicitation Agreement.
      For a
      period of three (3) years after the Closing Date, Seller shall not, directly
      or
      indirectly:

     

    (a) solicit
      the business of any Person who has done business with UAFS within the twelve
      (12) months prior to the Effective Date (“Customer”) for the purpose of causing,
      inducing or attempting to cause or induce any Customer to desert, terminate,
      limit or in any manner modify its business relationship with Buyer, Radiant
      Logistics Partners, LLC, a Delaware limited liability company (“RLP”), or
      Airgroup Corporation, a Washington corporation (“AGC”) Radiant Logistics, Inc.
      or in any way interfere with its relationship with Buyer, RLP, Radiant
      Logistics, Inc. or AGC; or

     

    (b) hire,
      retain or attempt to hire or retain any employee or independent contractor
      of
      Buyer or in any way interfere with the relationship between Buyer and any of
      its
      employees or independent contractors.

     

    ARTICLE
      9

     

    CONDITIONS
      TO CLOSING

     

    9.1 Conditions
      Precedent to Buyer’s Obligation to Close.

     

    (a) All
      of
      Seller’s representations and warranties in this Agreement (considered
      collectively), and each of these representations and warranties (considered
      individually), shall have been accurate in all material respects as of the
      date
      of this Agreement, and shall be accurate in all material respects as of the
      time
      of the Closing as if then made.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (b) All
      of
      the covenants and obligations that Seller is required to perform or to comply
      with pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants and obligations (considered
      individually), shall have been duly performed and complied with in all material
      respects.

     

    (c) Buyer’s
      receipt on or before the Closing of a Transaction Reliance Agreement in the
      general format as set forth on Exhibit B attached hereto, or as otherwise
      acceptable to Buyer.

     

    9.2 Conditions
      Precedent to Seller’s Obligation to Close.

     

    (a) All
      of
      Buyer’s representations and warranties in this Agreement (considered
      collectively), and each of these representations and warranties (considered
      individually), shall have been accurate in all material respects as of the
      date
      of this Agreement, and shall be accurate in all material respects as of the
      time
      of the Closing as if then made.

     

    (b) All
      of
      the covenants and obligations that Buyer is required to perform or to comply
      with pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants and obligations (considered
      individually), shall have been duly performed and complied with in all material
      respects

     

    9.3 Conditions
      Precedent to the Parties’ Obligation to Close.

     

    (a) The
      parties shall have obtained the Relief From Stay Order in accordance with
      Section 8.3 of this Agreement or the presently pending involuntary proceeding
      against Stonepath shall otherwise have been dismissed.

     

    (b) Since
      the
      date of this Agreement, there shall not have been commenced and be then pending
      or threatened in writing against Buyer or Seller any claim or proceeding (a)
      involving any challenge to, or seeking damages or other relief in connection
      with, any of the transactions contemplated hereby or (b) that may have the
      effect of preventing, delaying, making illegal, imposing limitations or
      conditions on or otherwise interfering with any of the transactions contemplated
      hereby. 

     

    ARTICLE
      10

     

    SURVIVAL;
      INDEMNIFICATION

     

    10.1 Survival.
      The
      representations and warranties of the Parties contained in this Agreement or
      in
      any certificate or other writing delivered pursuant hereto or in connection
      herewith shall survive the Closing until the second anniversary of the Closing
      Date. Notwithstanding the immediately preceding sentence, any representation
      or
      warranty in respect of which indemnity may be sought under this Agreement shall
      survive the time it would otherwise expire if written notice of the inaccuracy
      or breach thereof giving rise to such right of indemnity shall have been given
      to the Party against whom such indemnity may be sought prior to such time.
      All
      covenants and agreements of the Parties contained in this Agreement shall
      survive the Closing indefinitely.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    10.2 Indemnification
      by Seller.
      Seller
      shall indemnify, defend, and hold harmless Buyer and its officers, directors
      and
      employees (each a “Buyer
      Indemnified Party”)
      against any and all liabilities, damages, and losses, punitive damages, and
      all
      costs and expenses, including, without limitation, attorneys’ and consultants’
fees and expenses (“Damages”)
      incurred or suffered as a result of or arising out of (i) any action taken
      by
      Seller relative to the Purchased Assets between April 17, 2007 and the Effective
      Date, (ii) the inaccuracy of any representation or warranty made by Seller
      in
      this Agreement or in any certificate or other writing delivered by Seller
      pursuant hereto or in connection herewith, (iii) the breach of any covenant
      or
      agreement made or to be performed by Seller pursuant to this Agreement, or
      (iv)
      any claim by any Person seeking to cause or require any Buyer Indemnified Party
      to pay or perform, any liability or obligation of, or any claim against
      Seller. 

     

    10.3 Indemnification
      by Buyer.
      Buyer
      shall indemnify, defend, and hold harmless Seller and officers, directors and
      employees (each a “Seller
      Indemnified Party”)
      against Damages incurred or suffered as a result of or arising out of (i) the
      inaccuracy of any representation or warranty made by Buyer in this Agreement
      or
      in any certificate or other writing delivered by Buyer pursuant hereto or in
      connection herewith, or (ii) the breach of any covenant or agreement made or
      to
      be performed by Buyer pursuant to this Agreement.

     

    10.4 Third
      Party Claims.
      Promptly after an indemnified party has received notice of or has knowledge
      of
      any claim by a person not a party to this Agreement (“Third Person”) or the
      commencement of any action or proceeding by a Third Person, such indemnified
      party shall, as a condition precedent to a claim with respect thereto being
      made
      against an indemnifying party, give the indemnifying party written notice of
      such claim or the commencement of such action or proceeding within thirty (30)
      days of acquiring knowledge of such claim, action or proceeding provided,
      however,
      that the
      failure to give such notice will not relieve such indemnifying party from
      liability under this Article with respect to such claim, action or proceeding,
      except to the extent that the indemnifying party has been actually prejudiced
      as
      a result of such failure. The indemnifying party (at its own expense) shall
      have
      the right and shall be given the opportunity to associate with the indemnified
      party in the defense of such claim, suit or proceedings, provided that counsel
      for the indemnified party shall act as lead counsel in all matters pertaining
      to
      the defense or settlement of such claims, suit or proceedings. The indemnified
      party shall not, except at its own cost, make any settlement with respect to
      any
      such claim, suit or proceeding without the prior consent of the indemnifying
      party, which consent shall not be unreasonably withheld or delayed. It is
      understood and agreed that in situations where failure of the indemnifying
      party
      to settle a claim expeditiously could have an adverse effect on the indemnified
      party, the failure of the indemnifying party to act upon the indemnified party’s
      request for consent to such settlement within five (5) Business Days of the
      indemnifying party’s receipt of notice thereof from the indemnified party shall
      be deemed to constitute consent by the indemnifying party of such settlement
      for
      purposes of this Section 10.4.

     

    10.5 Other
      Remedies.
      The
      indemnification rights of any indemnified party under this Article 10 are
      independent of and in addition to such rights and remedies as such indemnified
      party may have at law, in equity or otherwise for any misrepresentation, breach
      of warranty or failure to fulfill any covenant or agreement under or in
      connection with this Agreement on the part of any Party, none of which rights
      or
      remedies shall be affected or diminished hereby. Buyer shall have the right
      to
      set-off the amount of any Damages resulting from any claim that arises pursuant
      to Section 10.2 in calculating the Earn-Out Payments pursuant to Section 3.1
      (b).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      11

     

    TERMINATION

     

    11.1 Termination
      Events.
      By
      notice given prior to or at the Closing, subject to Section 11.2, this Agreement
      may be terminated as follows: 

     

    (a) by
      Buyer
      if a material breach of any provision of this Agreement or the Management
      Agreement has been committed by Seller and such breach has not been waived
      by
      Buyer.

     

    (b) by
      Seller
      if a material breach of any provision of this Agreement or the Management
      Agreement has been committed by Buyer and such Breach has not been waived by
      Seller.

     

    (c) by
      Buyer
      if any condition in Section 9.1 or 9.3 of this Agreement has not been satisfied
      (other than through the failure of Buyer to comply with its obligations under
      this Agreement), and Buyer has not waived such condition on or before such
      date.

     

    (d) by
      Seller
      if any condition in Section 9.2 or 9.3 of this Agreement has not been satisfied
      (other than through the failure of Seller or the Shareholders to comply with
      their obligations under this Agreement), and Seller has not waived such
      condition on or before such date.

     

    (e) by
      mutual
      consent of Buyer and Seller.

     

    (f) by
      Buyer
      if the Closing has not occurred on or before December 31, 2007 (the
“Outside
      Date”),
      unless extended by the Buyer by giving notice to Seller prior to the Outside
      Date then in effect.

     

    11.2 Effect
      of Termination.
      Each
      party’s right of termination under Section 11.1 is in addition to any other
      rights it may have under this Agreement or otherwise, and the exercise of such
      right of termination will not be an election of remedies. If this Agreement
      is
      terminated pursuant to Section 11.1, all obligations of the parties under this
      Agreement will terminate, except that the obligations of the parties in this
      Sections 3.1 (b)(i), 8.2 and 11.2 and Article 12 will survive, provided,
      however,
      that, if
      this Agreement is terminated because of a breach of this Agreement by the
      non-terminating party or because one or more of the conditions to the
      terminating party’s obligations under this Agreement is not satisfied as a
      result of the party’s failure to comply with its obligations under this
      Agreement, the terminating party’s right to pursue all legal remedies will
      survive such termination unimpaired. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      12

     

    GENERAL

     

    12.1 Expenses.
      Except
      as otherwise provided in this Agreement, and whether or not the transactions
      herein contemplated shall be consummated, Buyer and Seller shall pay their
      own
      fees, expenses and disbursements, in connection with the subject matter of
      this
      Agreement and all other costs and expenses incurred in performing and complying
      with all conditions to be performed under this Agreement.

     

    12.2 Publicity.
      All
      notices to third parties and all other publicity concerning the transactions
      contemplated by this Agreement shall be jointly planned and coordinated by
      and
      between Buyer and Seller. Except as may be required by law, no Party shall
      act
      unilaterally in this regard without the prior written approval of the other
      Party, such approval not to be unreasonably withheld.

     

    12.3 Waivers.
      The
      waiver by either Party hereto of a breach of any provision of this Agreement
      shall not operate or be construed as a waiver of any subsequent
      breach.

     

    12.4 Binding
      Effect; Benefits.
      Except
      as specifically limited herein, this Agreement shall inure to the benefit of,
      and be binding upon, the Parties hereto and their respective successors and
      assigns. Except for the express provisions of Article 10, nothing in this
      Agreement, express or implied, is intended to confer on any Person other than
      the Parties hereto, or their respective successors and assigns, any rights,
      remedies, obligations or liabilities under or by reason of this
      Agreement.

     

    12.5 Notices.
      All
      notices, requests, demands, elections and other communications which either
      Party to this Agreement may desire or be required to give hereunder shall be
      in
      writing and shall be deemed to have been duly given if delivered personally,
      by
      a reputable courier service which requires a signature upon delivery, by mailing
      the same by registered or certified first class mail, postage prepaid, return
      receipt requested, or by telecopying with receipt confirmation (followed by
      a
      first class mailing of the same) to the Party to whom the same is so given
      or
      made. Such notice, request, demand, waiver, election or other communication
      will
      be deemed to have been given as of the date so delivered or electronically
      transmitted or seven days after mailing thereof.

     

    
      	
              If
                to Seller to: 

            	Mass Financial
              Corp. 	 
	 	
              Unit
                803, 8th Fl,. Dina House

              Ruttonjee
                Centre, 11 Duddell St.

              Central

              Hong
                Kong

              +852
                2840 1260 (facsimile)

              +852
                2840 1230 (phone) 

            	 
	 	 	 
	
              With
                a copy to: 

            	
              Sheena R. Aebig

            	 
	 	
              Williams
                Kastner

              601
                Union St., #4100

              Seattle,
                WA 98101

              saebig@williamskastner.com

              206-628-6611
                (facsimile)

              206-628-6605
                (phone) 

            	 


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Buyer, to: 

            	Radiant Logistics Global
              Services,
              Inc. . 	 
	 	
              1227
                120th Avenue N.E.

              Bellevue,
                Washington 98005

              Attn:
                Bohn H. Crain, Chief Executive Officer

              bhcrain@radiant-logistics.com

              425-943-4598
                (facsimile)

              425-943-4539
                (phone)

              Attn:
                Stephen M. Cohen, General Counsel

              SMC
                Capital Advisors, Inc.

              Two
                Logan Square

              18th
                & Arch Streets, Suite 1200

              Philadelphia,
                Pennsylvania 19103

              scohen@smcadvisors.net

              215-568-4894
                (facsimile)

              215-568-4891
                (phone) 

            	 
	 	 	 
	
              With
                copy to:

            	Vincent A. Vietti ,
              Esquire 	 
	 	
              Fox
                Rothschild LLP

              997
                Lenox Drive, Building 3

              Lawrenceville,
                New Jersey 08648-2311

              vvieti@foxrothschild.com

              609-896-1469
                (facsimile)

              609-896-4571
                (phone) 

            	 


    

    
or
      to
      such other address as such Party shall have specified by notice to the other
      Party hereto.

     

    12.6 Entire
      Agreement.
      This
      Agreement (including the Exhibits and Schedules hereto) constitutes the entire
      agreement and understanding between the Parties hereto as to the matters set
      forth herein and supersedes and revokes all prior agreements and understandings,
      oral and written, between the Parties hereto or otherwise with respect to the
      subject matter hereof (including any letter of intent). No change, amendment,
      termination or attempted waiver of any of the provisions hereof shall be binding
      upon any Party unless set forth in an instrument in writing signed by the Party
      to be bound or their respective successors in interest.

     

    12.7 Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original and all of which together shall constitute
      but
      one and the same instrument.

     

    12.8 Headings.
      The
      article, section and other headings contained in this Agreement are for
      reference purposes only and shall not be deemed to be a part of this Agreement
      or to affect the meaning or interpretation of this Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    12.9 Construction.
      Within
      this Agreement, the singular shall include the plural and the plural shall
      include the singular, and any gender shall include all other genders, all as
      the
      meaning and the context of this Agreement shall require. Each party warrants
      that it has consulted with its own counsel and each has participated in the
      drafting of this Agreement and that accordingly the rule of construction of
      “construe against the drafter” does not apply.

     

    12.10 Governing
      Law and Choice of Forum.
      Any
      proceeding arising out of or relating to this Agreement or any transaction
      contemplated hereby may be brought in the courts of the State of Washington,
      County of King, or, if it has or can acquire jurisdiction, in the United States
      District Court for the Western District of Washington at Seattle, and each
      of
      the parties irrevocably submits to the exclusive jurisdiction of each such
      court
      in any such Proceeding, waives any objection it may now or hereafter have to
      venue or to convenience of forum, agrees that all claims in respect of the
      proceeding shall be heard and determined only in any such court and agrees
      not
      to bring any proceeding arising out of or relating to this Agreement or any
      Contemplated Transaction in any other court. The parties agree that either
      or
      both of them may file a copy of this paragraph with any court as written
      evidence of the knowing, voluntary and bargained agreement between the parties
      irrevocably to waive any objections to venue or to convenience of forum. EACH
      PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
      ISSUED IN ANY PROCEEDING AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT
      AND
      OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
      PARTY AT THE ADDRESS SET FORTH IN THE NOTICE SECTION OF THIS AGREEMENT AND
      THAT
      SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S
      ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
      POSTAGE PREPAID. Process in any Proceeding referred to in the first sentence
      of
      this Section may be served on any party anywhere in the world.

     

    12.11 Cooperation.
      The
      Parties hereto shall cooperate fully at their own expense, except as otherwise
      provided in this Agreement, with each other and their respective counsel and
      accountants in connection with all steps to be taken as part of their
      obligations under this Agreement.

     

    12.12 Severability.
      If any
      term, covenant, condition or provision of this Agreement or the application
      thereof to any circumstance shall be invalid or unenforceable to any extent,
      the
      remaining terms, covenants, conditions and provisions of this Agreement shall
      not be affected thereby and each remaining term, covenant, condition and
      provision of this Agreement shall be valid and shall be enforceable to the
      fullest extent permitted by law. If any provision of this Agreement is so broad
      as to be unenforceable, such provision shall be interpreted to be only as broad
      as is enforceable.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
      as
      of the date first written above.

     

    
      	 	
              MASS
                FINANCIAL CORP.

               

              By:      
                /s/ Michael
                Smith                      
                

              Name: 
                Michael Smith

              Title:   
                President

            


    

    


    
      	 	
              RADIANT
                LOGISTICS GLOBAL SERVICES, INC.

               

              By:    
                 /s/ Bohn H.
                Crain                        
                

              Name:
                Bohn H. Crain

              Its:     
                Chief Executive Officer

            


    

    


    


    [SIGNATURE
      PAGE TO ASSET PURCHASE AGREEMENT]

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    DEFINITIONS

     

    As
      used
      in this Agreement, unless otherwise defined herein, the following terms shall
      have the following meanings:

     

    “Agreement”
means
      this Asset Purchase Agreement.

     

    “Business
      Day”
means
      a
      calendar day other than Saturday, Sunday or any day on which banks located
      in
      New York, New York are required or authorized to close. 

     

    “Code”
means
      the Internal Revenue Code of 1986, as it may be amended from time to time,
      and
      any successor thereto. Any reference herein to a specific section or sections
      of
      the Code shall be deemed to include a reference to any corresponding provision
      of future law.

     

    “Encumbrance”
means
      any lien or security interest.

     

    “Effective
      Date”
means
      the Effective Date as defined in the Management Agreement. 

     

    “Intellectual
      Property”
means
      all intellectual property rights relating to the Automotive Business Seller
      obtained through its foreclosure including (a) all inventions, discoveries
      and
      ideas, whether patentable or not in any jurisdiction, patents, applications
      for
      patents (including, without limitation, divisions, continuations, continuations
      in part and renewal applications), and any renewals, extensions or reissues
      thereof, in any jurisdiction; (b) trademarks, service marks, brand names,
      certification marks, trade dress, assumed names, trade names and other
      indications of origin, the goodwill associated with the foregoing and
      registrations in any jurisdiction of, and applications in any jurisdiction
      to
      register, the foregoing, including any extension, modification of or renewal
      of
      any such registration or application; (c) computer software (including software,
      data, and related documentation); (d) licenses, licensed technology, software,
      accounting and operating systems, transportation management and other systems;
      (e) non-public information, trade secrets, know-how (including, without
      limitation, research and development, formulas, compositions, manufacturing
      and
      production processes and techniques, technical data, designs, drawings and
      specifications) and confidential information and rights in any jurisdiction
      to
      limit the use or disclosure thereof by any Person; (f) writings or other works,
      whether copyrightable or not in any jurisdiction, registrations or applications
      for registration of copyrights in any jurisdiction, and any renewals or
      extensions thereof; (g) any similar intellectual property rights, and (h) any
      claims or causes of action arising our of or related to any infringement or
      misappropriation of any of the foregoing. 

     

    “Knowledge”
or
      “to
      the
      knowledge”
of
      a
      Party (or similar phrases) means to the extent of matters which are actually
      known by such Party (including the knowledge of each Party’s executive
      officers), but without the duty of further investigation. 

     

    “Liabilities”
means
      any and all debts, liabilities and/or obligations of any type, nature or
      description (whether known or unknown, asserted or unasserted, secured or
      unsecured, absolute or contingent, accrued or unaccrued, liquidated or
      unliquidated and whether due or to become due).

     

    
      
        
        

      

      
        3.1
          (c) - 1

        
          

        

      

      
        
        

      

    

     

    “Party”
means
      Seller or Buyer, as the context so requires, and the term “Parties” means Seller
      and Buyer together.

     

    “Permits”
means
      all governmental permits, licenses, registrations, orders and approvals relating
      to or necessary to own or use the Purchased Assets.

     

    “Person”
means
      any person or entity, whether an individual, trustee, corporation, limited
      liability company, general partnership, limited partnership, trust,
      unincorporated organization, business association, firm, joint venture,
      governmental agency or authority or any similar entity.

     

    “Schedules”
has
      the
      meaning given to such term in the first paragraph of Article 6.

     

    “Seller”
has
      the
      meaning given to such term in the first paragraph of this
      Agreement.

     

    “Taxes”
means
      all taxes, duties, charges, fees, levies or other assessments imposed by any
      taxing authority, including, without limitation, income, gross receipts, value
      -added, excise, withholding, personal property, real estate, sale, use, ad
      valorem, license, lease, service, severance, stamp, transfer, payroll,
      employment, customs, duties, alternative, add-on, minimum, estimated and
      franchise taxes (including any interest, penalties or additions attributable
      to
      or imposed on or with respect to any such assessment).

     

    
      
        
        

      

      
        3.1
          (c) - 2