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                                                                     Exhibit 4.6
                                                        Option No. 2001-ISOm #05


                              STONEPATH GROUP, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                                    UNDER THE
                              STONEPATH GROUP, INC.
                              AMENDED AND RESTATED
                     2000 STOCK INCENTIVE PLAN (the "Plan")

         This Agreement is made as of the date set forth on Schedule A hereto
(the "Grant Date") by and between Stonepath Group, Inc. (the "Corporation"), and
the person named on Schedule A hereto (the "Optionee").

         WHEREAS, Optionee is a valuable employee of the Corporation or one of
its subsidiaries and the Corporation considers it desirable and in its best
interest that Optionee be given an inducement to acquire a proprietary interest
in the Corporation and an incentive to advance the interests of the Corporation
by granting the Optionee an option to purchase shares of common stock of the
Corporation (the "Common Stock");

         WHEREAS, to cover the granting of such Options, the Corporation has
adopted the Amended and Restated 2000 Stock Incentive Plan (the "Plan");

         NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree that as of the Grant Date, the Corporation hereby grants Optionee
an option to purchase from it, upon the terms and conditions set forth in the
Plan, that number of shares of the authorized and unissued Common Stock of the
Corporation as is set forth on Schedule A hereto.

3.       Terms of Stock Option. The option to purchase Common Stock granted
         hereby is subject to the terms, conditions, and covenants set forth in
         the Plan as well as the following:

         (a)      The Optionee has been provided with, reviewed and fully
                  understood, the terms, conditions and covenants, of the Plan;

         (b)      This Option is granted under, and subject in its entirety to,
                  the terms of the Plan;

         (c)      The Optionee has been provided with, and fully understands,
                  the "Disclosure Document for the Stonepath Group, Inc. Amended
                  and Restated 2000 Stock Incentive Plan";

         (d)      This option shall constitute an Incentive Stock Option which
                  is intended to qualify under Section 422 of the Internal
                  Revenue Code of 1986, as amended;


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         (e)      The per share exercise price for the shares subject to this
                  option shall be the Fair Market Value (as defined in the Plan)
                  of the Common Stock on the Grant Date, which exercise price is
                  set forth on Schedule A hereto;

         (f)      This option shall vest in accordance with the vesting schedule
                  set forth on Schedule A hereto;

         (g)      No portion of this option may be exercised more than ten (10)
                  years from the Grant Date.

4.       Change of Control Provisions.

         (a)      Definitions. For the purpose of this Option, a "Change of
                  Control" shall be deemed to have occurred if (A) any "Person"
                  (as the term "Person" is used inss.13(d) andss.14(d) of the
                  Securities Exchange Act of 1934), except for Optionee,
                  becomes, after the date hereof, the beneficial owner, directly
                  or indirectly, of securities of the Corporation representing
                  50% or more of the combined voting power of the Corporation's
                  then outstanding securities; (B) there occurs a contested
                  proxy solicitation of the Corporation's shareholders that
                  results in the contesting party obtaining the ability to vote
                  securities representing 50% or more of the combined voting
                  power of the Corporation's then outstanding securities; (C)
                  there occurs a sale, exchange, transfer or other disposition
                  of 50% or more in value of the assets of the Corporation to
                  another entity, except to an entity controlled directly or
                  indirectly by the Corporation; (D) there occurs a merger,
                  consolidation or other reorganization of the Corporation in
                  which the Corporation is not the surviving entity, or a plan
                  of liquidation or dissolution of the Corporation other than
                  pursuant to bankruptcy or insolvency laws is adopted; or (E)
                  during any period of twelve consecutive months, individuals
                  who at the beginning of such period constituted the Board
                  cease for any reason to constitute at least a majority thereof
                  unless the election, or the nomination for election by the
                  Corporation's shareholders, of each new director was approved
                  by a vote of at least a majority of the directors then still
                  in office who were directors at the beginning of the period.
                  Notwithstanding the foregoing, a "change of control" shall not
                  be deemed to have occurred for purposes of this Option (i) in
                  the event of a sale, exchange, transfer or other disposition
                  of substantially all of the assets of the Corporation to, or a
                  merger, consolidation or other reorganization involving the
                  Corporation and Optionee, alone or with other officers of the
                  Corporation, or any entity in which Optionee (alone or with
                  other officers) has, directly or indirectly, at least a 25%
                  equity or ownership interest; or (ii) in a transaction
                  otherwise commonly referred to as a "management leveraged
                  buy-out".

         (b)      Operative Provision. Notwithstanding any provision to the
                  contrary in the Plan, in the event of a Change of Control
                  during the term of this Option all of the Options granted
                  hereunder shall fully vest as of the date of the Change of
                  Control.

5.       Termination of Employment of Optionee: Plan Subject to Terms of
         Existing Employment Agreement.

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         (a)      If during the term of any applicable Employment Agreement
                  between Optionee and the Corporation, Optionee either: (i)
                  terminates his employment with the Corporation for "Good
                  Reason" (as the term "Good Reason" is defined within the then
                  effective Employment Agreement between Optionee and the
                  Corporation); or (ii) is terminated by the Corporation other
                  than "For Cause" (as that term is defined within the then
                  current Employment Agreement between Optionee and the
                  Corporation), (or other than for death or disability as
                  covered in Section 3(b) below); then, and in either of those
                  events, notwithstanding any provision in the Plan to the
                  contrary, upon such termination (x) Optionee shall fully vest
                  in 100% of his Options; and (y) the period in which the
                  Options may be exercised shall be for the entire term of the
                  Options.

         (b)      If during the term of any applicable Employment Agreement
                  between the Optionee and Corporation, Optionee's employment
                  with the Corporation is terminated as a result of Optionee's
                  death or disability, then and in either of those events,
                  notwithstanding any provision in the Plan to the contrary,
                  upon such termination (x) Optionee shall fully vest in that
                  number of Options as Optionee would have vested under the
                  terms of this Option had Optionee remained employed by the
                  Corporation for a period of one (1) year following his death
                  or disability; and (y) the period in which the Options may be
                  exercised shall be for the entire term of the Options.

6.       Miscellaneous.

         (a)      This Agreement is binding upon the parties hereto and their
                  respective heirs, personal representatives, successors and
                  assigns.

         (b)      This Agreement will be governed and interpreted in accordance
                  with the laws of the State of Delaware, and may be executed in
                  more than one counterpart, each of which shall constitute an
                  original document.

         (c)      No alterations, amendments, changes or additions to this
                  agreement will be binding upon either the Corporation or
                  Optionee unless reduced to writing and signed by both parties.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Grant Date.

                                               STONEPATH GROUP, INC.

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

                                               OPTIONEE

                                                   /s/ Andrew P. Panzo
                                               ---------------------------------
                                               Signature



                                                       Andrew P. Panzo
                                               ---------------------------------
                                               Print Name



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Schedule A


1.       Optionee:  Andrew P. Panzo

2.       Grant Date:  April 19, 2001

3.       Number of Shares of Common Stock covered by the Option:  250,000

4.       Exercise Price: $.60 (Fair Market Value of Common Stock on the Grant
         Date):

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

         (i)      All of the Options shall vest on the forty-eighth (48th) month
                  following the date hereof (the "Vesting Date") provided that
                  Optionee remains continuously employed by the Corporation at
                  all times through the Vesting date; and except as otherwise
                  specifically provided for in this Option or the Plan, once
                  Optionee is no longer employed by the Corporation the then
                  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;

         (ii)     Notwithstanding the above, the vesting schedule for 50% of the
                  then unvested Options shall accelerate to a pro rata 24 month
                  period (or for the remaining term of the Option if less than
                  24 months) once the average closing price of the Corporation's
                  shares on the principal exchange or quotation system upon
                  which such shares regularly trade, equals or exceeds $2.50 for
                  a period of twenty (20) consecutive trading days; and the
                  vesting schedule for 50% of the then unvested Options shall
                  accelerate to a pro rata 24 month period (or for the remaining
                  term of the Option if less than 24 months) once the
                  Corporation completes an acquisition or business combination
                  deemed "material" by its Compensation Committee or for which a
                  Current Report on Form 8-K is required to be filed by the
                  Corporation with the Securities and Exchange Commission under
                  applicable SEC rules;

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


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         (iv)     as otherwise provided for in the Plan.

                                                STONEPATH GROUP, INC.


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


                                                OPTIONEE


                                                    /s/ Andrew P. Panzo
                                                --------------------------------
                                                Signature


                                                        Andrew P. Panzo
                                                --------------------------------
                                                Print Name


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