MANAGEMENT
      AGREEMENT

    


    Between

    


    MASS
      FINANCIAL, CORP.

    


    Secured
      Creditor in Possession

    


    and

    


    RADIANT
      LOGISTICS GLOBAL SERVICES, INC.

    


    Manager

    


    


    For
      the
      Operations of

    


    UNITED
      AMERICAN FREIGHT SERVICES, INC

    


    Dated
      as
      of May 21, 2007

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MANAGEMENT
      AGREEMENT

    


    This
      Management Agreement (“Agreement”), is made and entered into this 21st day of
      May, 2007 (“Effective Date”), by and between Mass Financial Corp., a Barbados
      company (“Mass”) in its capacity as a secured creditor in possession pursuant to
      Mass’ foreclosure on the assets of United American Freight Services, Inc., a
      Michigan corporation (“UAFS”) (and other collateral) as provided in Article 9 of
      the Uniform Commercial Code and Radiant Logistics Global Services, Inc., a
      Delaware corporation (“Radiant”).

     

    RECITALS

     

    WHEREAS,
      by virtue of an Assignment of Loans, Liens and Loan Documents dated as of
      February 9, 2007, Mass is the assignee of certain loan agreements, promissory
      notes and security agreements (“Loan Documents”) dated as of August 21, 2005
      issued in favor of Laurus Master Fund Limited by Stonepath Group, Inc., a
      Delaware corporation (“Stonepath”), UAFS and other subsidiaries of Stonepath
      (the “Subs”);

     

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

     

    WHEREAS,
      Stonepath and the Subs defaulted under the Loan Documents and various events
      of
      default existed thereunder ;

     

    WHEREAS,
      Mass has foreclosed on the assets of UAFS in a manner consistent with Mass’ and
      such Subs’ right and duties, including those under the Uniform Commercial
      Code;

     

    WHEREAS,
      Mass has taken possession of the assets formerly used by UAFS in its operations
      for disposition by Mass as a secured party under the Uniform Commercial Code
      as
      in effect under applicable law ( the “UCC”);

     

    WHEREAS,
      Radiant desires to acquire from Mass, and Mass desires to transfer to Radiant,
      certain of the assets used in the operations of UAFS, all of which are
      identified as “Collateral” in the Loan Documents, and all of which are included
      in the description of Purchased Assets in the Asset Purchase Agreement the
      parties are executing in conjunction with the Agreement ( hereinafter “Purchased
      Assets” or “Asset Base”);

     

    WHEREAS,
      an involuntary bankruptcy has been commenced against Stonepath, but not UAFS,
      and the parties to this Agreement are concerned about and cognizant of the
      impact of the automatic stay imposed by the provisions of 11 U.S.C. Section
      362
      on the proposed sale of the Purchased Assets of UAFS;

     

    WHEREAS,
      the parties realize that the value of the Purchased Assets of UAFS will decrease
      dramatically if UAFS should cease operation, but that Mass is not in the
      business of providing the freight forwarding and transportation logistic
      services provided by UAFS, services in which Radiant is experienced and skilled;
      and that the best way to maximize the value of the UAFS Asset Base is for
      Radiant to operate the company pending Mass obtaining relief from the automatic
      stay of the Stonepath bankruptcy so as to allow Mass to conclude the disposition
      of the UAFS Asset Base to Radiant,

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

     

    ARTICLE
      I

     

    Appointment;
      Term of Agreement

     

    Section
      1.1. Appointment
      and Acceptance.
      Mass
      hereby appoints Radiant as the Manager of the UAFS Asset Base during the term
      of
      this Agreement to operate and manage the business formerly known as UAFS for
      its
      own account upon the terms and conditions hereinafter set forth. Radiant hereby
      accepts such appointment.

     

    Section
      1.2. Term.
      The
      term of the appointment shall be for the shorter of: (a) a period ending
      December 31, 2007 or (b) such sooner time as Mass may obtain a final order
      from
      the bankruptcy court in the Stonepath Group Inc. bankruptcy granting Mass relief
      from stay to proceed with the disposition of the Purchased Assets pursuant
      to
      Mass’ foreclosure on same . In the event Mass obtains such an order, the
      purchase and sale transaction of the Purchased Assets presently contemplated
      by
      the parties to the Agreement shall close within 10 business days of entry of
      the
      final order granting Mass relief from the automatic stay, or the sooner
      dismissal of the Stonepath Group Inc. involuntary bankruptcy. 

     

    Section
      1.3. No
      Agency or Partnership.
      This
      Agreement will not be construed to create a partnership or joint venture between
      the parties. Nothing in this Agreement shall be deemed to give Radiant authority
      to bind Mass, it being understood that Radiant is acting as an independent
      contractor and not an agent of Mass.

     

    ARTICLE
      II

     

    General
      Obligations Of The Manager

     

    Section
      2.1. Management.
      The
      Manager shall manage the daily operations represented by the Asset Base of
      UAFS
      using its best business judgment. Manager shall have full authority to operate
      the Asset Base in its sole and absolute discretion, including if necessary
      in
      Radiant’s judgment, operating the Asset Base under a name other than Stonepath
      Logistics Automotive Services, Inc.

     

    Section
      2.2. Books
      and Records.
      The
      Manager shall maintain a complete system of records, books and accounts with
      respect to the business conducted using the Asset Base in accordance with
      generally accepted accounting principles and make all records, books and
      accounts relating to the operation available for examination by Mass during
      regular business hours at the corporate offices of Radiant upon five (5)
      business day’s notice. The Manager further agrees to prepare and submit to Mass
      at the address given in Section 5.5, by the 20th day of each month, a financial
      statement and balance sheet of its business conducted using the Asset Base
      for
      the preceding month prepared according to generally accepted accounting
      principals.

     

    
      
        
        

      

      
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    Section
      2.3. Receipts
      and Liabilities.
      Manager
      shall be entitled to all revenues generated and shall be solely responsible
      for
      all liabilities accrued as a result of business conducted using the Asset Base
      after the Effective Date. Mass shall be entitled to receipt of all income
      generated prior to the Effective Date and shall be solely responsible for all
      liabilities accrued from April 17, 2007 to the Effective Date as a result of
      business conducted using the Asset Base. The parties will work together to
      identify those receivables and payables accrued as of the Effective Date .
      The
      ship date of the cargo will determine which party is entitled to the revenue
      of
      that shipment and which party will bear the costs of generating that revenue.
      Each party shall segregate payments received by it after the Effective Date
      that
      are otherwise due the other party and shall promptly remit them to that party.
      The parties shall reconcile the accounts on a not less than weekly basis.


     

    Section
      2.4. Indemnification.
      The
      Manager agrees to indemnify and hold harmless Mass from expenses, claims and
      damages arising from the willful misconduct and the acts and omissions of
      Manager or its agents or employees which are reckless or grossly negligent
      and
      further agrees to provide comprehensive general public liability insurance,
      covering acts and/or omissions of itself and its agents and employees, with
      deductibles and limits acceptable to Mass and naming Mass as an insured. Manager
      additionally agrees to provide worker’s compensation insurance for its employees
      as well as property and casualty insurance in such amounts as are standard
      and
      customary for the business in which the Asset Base is being used, naming Mass
      as
      an insured.

     

    Section
      2.5. Additional
      Covenants of Manager.
      The
      Manager hereby further covenants and agrees that it will:

     

    (a) not
      do
      anything which will cause the violation of any statute, ordinance, law, rule,
      regulation, order or requirement of any federal, state or municipal government,
      and appropriate departments, commissions, boards and officers having
      jurisdiction over the use or manner of use of the Asset Base or the maintenance
      or operation thereof that would have a material adverse effect on the Asset
      Base;

     

    (b) be
      available at all reasonable times to consult with Mass on matters covered by
      this Agreement;

     

    (c) provide
      cargo insurance for any freight transported or received by or on behalf of
      Manager; and

     

    (d) use
      reasonable care to assure that invoices relating to the pre-Effective Date
      period are promptly and accurately entered into the accounting system and copies
      of all relevant documentation (e.g., bills of lading and proof of delivery)
      are
      provided to Mass in a timely fashion.

     

    Section
      2.6. Personnel.
      The
      Manager shall hire and discharge employees as it deems fit.

     

    Section
      2.7. Market
      and Operations.
      The
      Manager shall use the Asset Base in its efforts to service the automotive
      industry in a manner consistent with the reasonable business judgment of
      Manager. 

     

    
      
        
        

      

      
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    Section
      2.8. Conduct
      of Business.
      The
      Asset Base shall be used in business conducted by Manager in its name and at
      its
      expense. All contracts for the purchase of goods and services shall be in
      Manager’s name.

     

    ARTICLE
      III

     

    Agreements
      Of Mass

     

    Section
      3.1. Access
      to Premises and Records.
      Promptly upon the Effective Date, Mass will make available to Manager the
      business premises and all books and records of UAFS to the extent such are
      in
      the control of Mass. 

     

    Section
      3.2. Limitation
      of Liability; Hold Harmless.
      Mass
      shall hold Radiant, Radiant Logistics Partners, LLC, a Delaware limited
      liability company, Air Group Corporation, a Washington corporation, Radiant
      Logistics, Inc., a Delaware corporation, and the officers, directors and
      employees of each (collectively, the “Radiant Released Parties”) harmless from,
      and no Radiant Released Party shall be liable to Mass for any expenses, claims
      and damages resulting from, arising out of or relating to any act or omission
      of
      any Radiant Released Party arising out of or related in any way to its use
      or
      operation of the Asset Base or the provision of any services hereunder except
      for any claim based solely on the intentional willful misconduct of
      Radiant

     

    Section
      3.3. No
      Restrictions.
      Mass
      covenants and agrees that it shall have no right to impose, and shall not seek
      to enforce or impose any restriction of any kind on any Radiant Released Party
      which limits in any way any Radiant Released Party’s ability to (i) solicit or
      conduct business with any Person (as that term is defined in the Asset Purchase
      Agreement) whether or not such Person was or is a customer or prospective
      customer of UAFS, Stonepath, any of the Subs or Mass, (ii) solicit, hire or
      retain any Person to serve as an employee, consultant or agent of any Radiant
      Released Party whether or not such Person was or is a current or former
      employee, agent or consultant of UAFS, Stonepath, any of the Subs or Mass or
      (iii) conduct operations in the freight forwarding, logistics or related
      business anywhere in the world whether or not such actions are competitive
      with
      UAFS, Stonepath, any of the Subs or Mass. 

     

    Section
      3.4. Indemnification.
      Mass
      shall indemnify, defend and hold harmless the Radiant Released Parties , from
      and against any and all expenses, claims and damages resulting from, arising
      out
      of or relating to: (a) any use by any Radiant Released Party of the Asset Base
      (unless due to the intentional misconduct of any Radiant Released Party or
      their
      employees or agents); (b) the operation of the business utilizing the Asset
      Base
      (unless due to the intentional misconduct of any Radiant Released Party or
      their
      employees or agents); (d) any breach of any representation made by Mass in
      this
      Agreement, or any failure of Mass to completely and timely perform any covenant
      or agreement to be performed by Mass under this Agreement; or (e) any
      third-party claim seeking to hold any Radiant Released Party liable for any
      act
      or omission of Mass.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

    Termination
      Of Agreement; Events Of Default

     

    Section
      4.1. Termination
      by Manager.
      This
      Agreement may be terminated at any time by the Manager upon thirty (30) days’
advance written notice to Mass.

     

    Section
      4.2. Termination
      by Mass.
      This
      Agreement may be terminated at any time by Mass if:

     

    (i) Manager
      fails to adequately perform any of its obligations hereunder as reasonably
      determined by Mass; or

     

    (ii) Mass
      reasonably determines that Manager is not performing its obligations hereunder
      according to the performance standard required by Article II
      hereof.

     

    Such
      termination shall not be effective until thirty (30) days after notice from
      Mass
      to Manager of the occurrence of any of the foregoing, during which thirty (30)
      day period Manager shall have the opportunity to cure such
      occurrence.

     

    Section
      4.3. Automatic
      Termination.
      This
      Agreement shall automatically terminate if Mass does not obtain a final order
      granting it relief from the automatic stay in the bankruptcy proceeding of
      Stonepath Group Inc. by December 31, 2007.

     

    ARTICLE
      V

     

    General

     

    Section
      5.1. Expenses.
      Except
      as otherwise provided in this Agreement, and whether or not the transactions
      herein contemplated shall be consummated, Manager and Mass 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.

     

    Section
      5.2. 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 Mass and Manager. 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.

     

    Section
      5.3. 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.

     

    Section
      5.4. Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of, and be binding upon, the Parties hereto
      and their respective successors and assigns. 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.

     

    
      
        
        

      

      
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    Section
      5.5. 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) 

            	 
	 	 	 
	
              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) 

            	 


    

     

    
      
        
        

      

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

    


    Section
      5.6. 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.

     

    Section
      5.7. 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.

     

    Section
      5.8. 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.

     

    Section
      5.9. 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.

     

    Section
      5.10. 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, 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.

     

    
      
        
        

      

      
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    Section
      5.11. 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.

     

    Section
      5.12. 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.

     

    Section
      5.13. Assignment.
      This
      Agreement may not be assigned by any Party Manager without the prior written
      consent of the other Party hereto.

     

    DATED
      the
      date first above written.

    
       

      
        	 	
                MASS
                  FINANCIAL CORP.

                 

                By:      
                  /s/ Michael
                  Smith                      
                  

                Name: 
                  Michael Smith

                Title:   
                  President

              


      

      


      
        	 	
                
                  MANAGER:

                   

                  RADIANT
                    LOGISTICS GLOBAL SERVICES, INC., a Delaware corporation

                

                 

                By:    
                   /s/ Bohn H.
                  Crain                        
                  

                Name:
                  Bohn H. Crain

                Its:     
                  Chief Executive Officer

              


      

    

     

    


    
      
        
        

      

      
        8