<PAGE>

                                                                     Exhibit 4.3


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

                                                               Option No. [ ]-__


                     FORM OF OPTION TO PURCHASE COMMON STOCK
                                       OF
                              STONEPATH GROUP, INC.


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

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

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

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

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

            2.3 Vesting. The Options granted hereunder shall vest in the manner
identified on Schedule A attached hereto.


<PAGE>


            2.4 Acceleration of Vesting. Notwithstanding the provisions of
Section 2.3 above, in the event that this Option is terminated prior to the
scheduled Option Termination Date as a result of a "Change in Control" (as
defined herein), all vested Options then outstanding at the time of such
termination may be exercised for a period of thirty (30) days from the date of
notice of the proposed termination. In such event, the Holder shall be credited
with an additional six (6) months of service for the purpose of any otherwise
unvested Options. Upon a Change in Control in which this Option is either
assumed or otherwise not subject to termination as a result of the Change in
Control, if during the remaining term of this Option the Holder is terminated
other than for Cause, the Holder will, at the time of such termination, be
credited with an additional six (6) months of service for the purpose of any
otherwise unvested Options; however, in the event of a termination for Cause,
all Options shall immediately terminate.

            2.5 Death of Holder and Termination.

                (a) If during the Term the Holder shall cease to perform
"Service" (as hereafter defined) to the Company as a result of such Holder's
death, then, notwithstanding any provisions otherwise contained in this Option
Agreement, any Options then exercisable shall be exercisable until the earlier
to occur of the one year anniversary of the Holder's death or the expiration of
the Term and only by the Holder's personal representative or persons entitled
thereto under the Holder's will or the laws of descent and distribution.

                (b) If during the Term the Holder shall cease to perform Service
to the Company as a result of a termination other than for Cause, then,
notwithstanding any provisions otherwise contained in this Option Agreement, any
Options then exercisable shall be exercisable until the earlier to occur of the
three month anniversary of the Holder's termination of Service or the expiration
of the Term or; if such termination of Service was due to Holder's "disability"
or "retirement" (as either terms are hereinafter defined), until the earlier to
occur of the one year anniversary of the Holder's termination of Service or the
expiration of the Term. Notwithstanding the foregoing, in the event that any
termination of Service shall be for "Cause" (as defined herein) or the Holder
voluntarily terminates his or her Service to the Company, then any and all
Options held by such Holder shall forthwith terminate.

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

                (a) A "Change in Control" shall be deemed to have occurred if:
(i) any "person" (as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act")) acquires "beneficial
ownership" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the voting power of the then outstanding securities of the Company
except where the acquisition is approved by the Board; or (ii) if the Company is
to be consolidated with or acquired by another entity in a merger or other
reorganization in which the holders of the outstanding voting stock of the
Company immediately preceding the consummation of such event, shall, immediately
following such event, hold, as a group, less than a majority of the voting
securities of the surviving or successor entity or in the event of a sale of all
or substantially all of the Company's assets or otherwise. Notwithstanding
anything in this Option to the contrary, the acceleration of vesting and
exercisability provided by Section 2.4 shall not occur in the event that such
acceleration would make the transaction causing the Change in Control to be
ineligible for pooling of interests accounting treatment and, in the absence of
such acceleration, the transaction would qualify for such treatment and the
Company intends to use such treatment with respect to such transaction.


                                      -2-
<PAGE>


                (b) "Cause" means (a) with respect to a Holder who is party to a
written employment or consulting agreement with the Company which contains a
definition of "cause" or "for cause" or words of similar import for purposes of
termination of Service thereunder by the Company, "cause" or "for cause" as
defined in such agreement; (b) in all other cases (i) any violation of a law,
rule or regulation other than minor traffic violations, including without
limitation, any violation of the Foreign Corrupt Practices Act; (ii) a breach of
fiduciary duty for personal profit; (iii) fraud, dishonesty or other acts of
misconduct in the rendering of services on behalf of the Company or relating to
the Holder's employment; (iv) misconduct by the Holder which would cause the
Company to violate any state or federal law relating to sexual harassment or
age, sex or other prohibited discrimination or any violation of written policy
of the Company or any successor entity adopted in respect to such law; (v)
failure to follow Company work rules or the lawful instructions (written or
otherwise) of the Board of Directors of the Company or a responsible executive
to whom the employee directly or indirectly reports, provided compliance with
such directive was reasonably within the scope of the Holder's duties and the
Holder was given notice that his or her conduct could give rise to termination
and such conduct is not, or could not be cured, within ten (10) days thereafter;
or (vi) any violation by the Holder of a confidentiality or non-competition
agreement or patent assignment agreement or any agreement relating to the
Company's protection of intellectual property rights.

                (c) "Service" means a Holder's employment or services rendered
to the Company, whether in the capacity of an employee, officer, director or a
consultant. The Holder's Service shall not be deemed to have terminated merely
because of a change in the Company for which the Holder renders such Service,
provided that there is no interruption or termination of the Holder's Service.
Furthermore, a Holder's Service with the Company shall not be deemed to have
terminated if the Holder takes any military leave, sick leave, or other bona
fide leave of absence approved by the Company; provided, however, that if any
such leave exceeds ninety (90) days, on the ninety-first (91st) day of such
leave the Holder's Service shall be deemed to have terminated unless the
Holder's right to return to Service with the Company is guaranteed by statute or
contract.

                (d) "Retirement" means the termination of Service with the
Company, other than for Cause, at any time under circumstances which would
entitle such Holder to other retirement benefits provided by the Company to whom
the Holder was providing Service immediately prior to the termination of Service
or such other circumstances that the Chairman of the Company's Compensation
Committee, or in lieu thereof, the Company's Board of Directors in the
alternative, (the "Administrator") concludes should be deemed a retirement.

                (e) "Disability" means that Holder, at the time notice of
termination is given, has been unable to substantially perform his/her
employment duties to the Company for a period of not less than four (4)
consecutive months as the result of his/her incapacity due to physical or mental
illness.


                                      -3-
<PAGE>


         3. Exercise of Option.

            (a) The Option exercise price of each share purchased pursuant to an
Option shall be paid in full at the time of each exercise (the "Payment Date")
of the Option (i) in cash; (ii) by delivering to the Company a notice of
exercise with an irrevocable direction to a broker-dealer registered under the
Securities Act of 1933, as amended (the "Securities Act") to sell a sufficient
portion of the Shares and deliver the sale proceeds directly to the Company to
pay the exercise price; (iii) in the discretion of the Administrator, through
the delivery to the Company of previously-owned shares of Common Stock having an
aggregate "Fair Market Value" (as defined) equal to the Option exercise price of
the Shares being purchased pursuant to the exercise of the Option; provided,
however, that Shares of Common Stock delivered in payment of the Option price
must have been held by the Holder for at least six (6) months in order to be
utilized to pay the Option price; (iv) in the discretion of the Administrator,
by an election to have the Company withhold Shares otherwise issuable to the
Holder having a Fair Market Value equal to the Option exercise price of the
Shares being purchased pursuant to the exercise of the Option; or (v) in the
discretion of the Administrator, through any combination of the payment
procedures set forth in subsections (i)-(iv) above.

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

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

            (c) This Option shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and the person entitled to receive the shares of Common Stock
issuable upon such exercise shall be treated for all purposes as the holder of
record of such Shares as of the close of business on such date. As promptly as
practicable on or after such date and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to the person or
persons entitled to receive the same a certificate or certificates for the
number of Shares issuable upon such exercise. In the event that this Option is
exercised in part, the Company at its expense will execute and deliver a new
Option of like tenor exercisable for the number of Shares for which this Option
may then be exercised.


                                      -4-
<PAGE>


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

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

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

         7. Transfer of Option.

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

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

            7.3 Compliance with Securities Laws; Restrictions on Transfers.

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


                                      -5-
<PAGE>


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

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

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

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


                                      -6-
<PAGE>


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

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

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

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

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


                                      -7-
<PAGE>


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

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

         9. Notices.

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

                If to the Company:

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

                and to the Holder:

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


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


                                      -8-
<PAGE>

         10. Amendments.

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

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

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

            (a) If, through or as a result of any merger, consolidation, sale of
all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, the outstanding shares of Stock are
increased or decreased or are exchanged for a different number or kind of shares
or other securities of the Company, or additional shares or new or different
shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Stock or other securities, the
Administrator shall make an appropriate or proportionate adjustment in (i) the
number of Stock Options subject to this Option Agreement, and (ii) the exercise
price for each Share subject to any then outstanding Stock Options under this
Agreement, without changing the aggregate exercise price (i.e., the exercise
price multiplied by the number of shares) as to which such Stock Options remain
exercisable. The adjustment by the Administrator shall be final, binding and
conclusive.

            (b) In the event that, by reason of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board of Directors shall authorize the issuance or assumption
of a stock Option or stock Options in a transaction to which Section 424(a) of
the Code applies, then, notwithstanding any other provision of the Plan, the
Administrator may grant an Option or Options upon such terms and conditions as
it may deem appropriate for the purpose of assumption of the old Option, or
substitution of a new Option for the old Option, in conformity with the
provisions of Code Section 424(a) and the rules and regulations thereunder, as
they may be amended from time to time.

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

            (d) In the case of (i) the dissolution or liquidation of the
Company, (ii) a merger, reorganization or consolidation in which the Company is
acquired by another person or entity (other than a holding company formed by the
Company), (iii) the sale of all or substantially all of the assets of the
Company to an unrelated person or entity, or (iv) the sale of all of the stock
of the Company to a unrelated person or entity (in each case, a "Fundamental
Transaction"), this Option may be terminated by the Administrator, unless
provision is made in connection with the Fundamental Transaction for the
assumption of this Option, or the substitution of such New Options of the
successor entity, with appropriate adjustment as to the number and kind of
shares and, if appropriate, the per share exercise price as provided in
Subsections (a) and (b) of this Section 11. In the event of such termination and
in the event the Administrator does not provide for the Cash Payment described
in Subsection (e) of this Section, the Holder shall be notified of such proposed
termination and permitted to exercise for a period of at least thirty (30) days
prior to the date of such termination all Options held by such Holder which are
then exercisable.


                                       -9-

<PAGE>


            (e) In the event that the Company shall be merged or consolidated
with another corporation or entity, other than a corporation or entity which is
an "affiliate" of the Company under the terms of which holders of Stock of the
Company will receive upon consummation thereof a cash payment for each share of
Stock of the Company surrendered pursuant to such Business Combination (the
"Cash Purchase Price"), the Administrator may provide that this Option shall
terminate upon consummation of such transaction and the Holder shall receive, in
exchange therefor, a cash payment equal to the amount (if any) by which (i) the
Cash Purchase Price multiplied by the number of shares of Stock of the Company
subject to this Option held by such Holder exceeds (ii) the aggregate exercise
price of such Options.

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

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

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


                                      -10-
<PAGE>


         14. Jurisdiction. The Holder and the Company agree to submit to
personal jurisdiction and to waive any objection as to venue in the federal or
state courts in the City in which the headquarters of the Company is located,
which as of the date hereof is San Francisco, California. Service of process on
the Company or the Holder in any action arising out of or relating to this
Option shall be effective if mailed to such party at the address listed in
Section 9 hereof.

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

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


                                      -11-

<PAGE>


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



Dated: ______________, 2001


ATTEST:                                 STONEPATH GROUP, INC.


By:_____________________________        By:_____________________________________
                                           Andrew Panzo, Chief Executive Officer


WITNESS:                                HOLDER:


_______________________________         By:_____________________________________
                                           Please Print Name


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


                                      -12-

<PAGE>


                               NOTICE OF EXERCISE


TO:      [_____________________________]


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

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

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




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


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


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



                                      -13-

<PAGE>


                                   Schedule A



1.       Optionee:         ________________________

2.       Grant Date:       ________________________

3.       Number of Shares of Common Stock covered by the Option:     __________

4.       Exercise Price (Fair Market Value of Common Stock on the Grant
         Date):   ____________

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

         (i)      Options to purchase _____ Shares shall vest on ______________,
                  provided Optionee remains continuously employed by the
                  Corporation from the Grant Date through _______________;

         (ii)     thereafter, commencing ______________, options to purchase
                  _________ Shares shall vest on a monthly basis for a period of
                  36 consecutive months for as long, during that 36-month
                  period, that Optionee remains continuously employed by the
                  Corporation; and once Optionee is no longer employed by the
                  Corporation additional unvested Options shall no longer
                  continue to vest beyond the end of the month preceding the
                  month in which Optionee's employment with the Corporation
                  ceases, and thereafter Optionee forfeits any and all rights to
                  any Options not yet vested;

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

         (iv)     as otherwise provided for in the Plan.

         The terms of this Schedule A have been agreed to by the following
parties:


                                           STONEPATH GROUP, INC.


                                           By:__________________________________
                                              Authorized Executive Officer


                                           HOLDER


                                           -------------------------------------



                                      -14-