Employment Agreement - LAST MILE LOGISTICS GROUP, - 11-7-2006

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Employment Agreement - LAST MILE LOGISTICS GROUP,  - 11-7-2006 Powered By Docstoc
					EXHIBIT 10.8

                                       EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into on October 2, 2006 by and between LAST MILE
LOGISTICS GROUP, INC., a Florida corporation (the "Company"), and BRIAN P. FLOOD, an individual
(the "Executive").

                                                 WITNESSETH:

WHEREAS, the Executive has served as the Vice and President and Chief Financial Officer of Chesapeake
Logistics, LLC, a Maryland limited liability company ("CL"), since its inception;

WHEREAS, the Company has acquired all of the issued and outstanding units of CL;

WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the
Company, pursuant to the provisions of this Employment Agreement (the "Agreement");

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of each of
the Company and the Executive contained in this Agreement, each of the Company and the Executive agrees as
follows:

                                                   ARTICLE I

                                          CERTAIN DEFINITIONS

The following terms shall have the following respective meanings when utilized in this Agreement:

"Affiliate" means, with respect to any specified Person, any other Person which, directly or indirectly, controls, or
is controlled by or is under common control with, such specified Person. For purposes of this definition, the
concept of "control," when used with respect to any specified Person, signifies the possession of the power to
direct the management and policies of such specified Person, directly or indirectly, whether through the ownership
of voting securities or partnership or other equity or ownership interests, by contract or otherwise.

"Agreement" means this Employment Agreement as it is now or hereafter in effect.

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of
individuals at least a majority of whom have continuously served as directors of the Company during the period of
two years ending on such date, unless the election of each director who was not a director at the beginning of
such two year period was approved in advance by the directors representing at least two-thirds of the directors
then in office who were directors at the beginning of such two year period.
"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law
and the Articles of Incorporation and Bylaws of the Company; and

(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the
requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the
Articles of Incorporation and Bylaws of the Company.

"Bonus" means, as of a given date, the most recent annual performance bonus awarded by the Company to the
Executive.

"Cause" means any action by the Executive or any inaction by the Executive which, after due consideration, is
reasonably determined by the Board of Directors of the Company to constitute:

(a) fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b) a felony or moral turpitude;

(c) material breach or violation of any or all of the covenants, agreements and obligations of the Executive set
forth in this Agreement, other than as the result of the Executive's death or Disability;

(d) a willful or knowing failure or refusal by the Executive to perform any or all of his material duties and
responsibilities as an officer of the Company, other than as the result of the Executive's death or Disability; or

(e) gross negligence by the Executive in the performance of any or all of his material duties and responsibilities as
an officer of the Company, other than as a result of the Executive's death or Disability;

provided, however, that if the basis for any termination of the Executive's employment by the Company as set
forth in the Termination Notice delivered by the Company to the Executive is any or all of the definitions of Cause
set forth in paragraphs (c), (d) or (e) of this definition, then, in such event, the Executive shall have thirty (30)
days from and after the date of his receipt of such Termination Notice to present a reasonable plan to cure such
action or inaction specified in the Termination Notice, which plan may require more than thirty (30) days to cure
the specified action or inaction, but such plan shall be reasonably satisfactory to the Company.

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"Change in Control of the Company" means any change in control of the Company of a nature which would be
required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date
of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement,
promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and
Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be
deemed to have occurred if:

(a) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14
(d)(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation,
retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company,
becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company or any successor to the Company (whether by merger,
consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the
Company's then outstanding securities;

(b) during any period of two consecutive years, the individuals who at the beginning of such period constitute the
Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of
Directors, unless the election of each director who was not a director at the beginning of such period has been
approved in advance by the directors representing at least two-thirds of the directors then in office who were
directors at the beginning of such period;

(c) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a
binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting
securities of the Company or such surviving corporation or entity outstanding immediately after such merger or
consolidation;

(d) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter
into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in
one transaction or in a series of related transactions; or

(e) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or
dissolution of the Company.

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"CL" means Chesapeake Logistics, LLC, a Maryland limited liability company.

"Company" means Last Mile Logistics Group, Inc., a Florida corporation.

"Compensation" means the sum of the Executive's Salary and Bonus.

"Disability" means any mental or physical illness, condition, disability or incapacity which prevents the Executive
from reasonably discharging his duties and responsibilities as an officer of the Company. If any disagreement or
dispute shall arise between the Company and the Executive as to whether the Executive suffers from any
Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed
physician, who is mutually agreeable to the Company and the Executive, and such physician shall determine
whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such
physician shall be final and binding upon the Company and the Executive. The entire cost of such examination
shall be paid for solely by the Company.

"Executive" means Brian P. Flood, an individual.

"Good Reason" means:

(a) the assignment by the Board of Directors of the Company to the Executive, without his express written
consent, of duties and responsibilities which results in the Executive having less significant duties and
responsibilities or exercising less significant power and authority than he had, or duties and responsibilities or
power and authority not comparable to that of the level and nature which he had, immediately prior to such
assignment;

(b) the removal of the Executive from, or a failure to reappoint the Executive to, his then current position with the
Company or its subsidiaries or affiliates, except (i) with the Executive's express written consent or (ii) in
connection with any termination of the Executive's employment by the Company as the result of the Executive's
Protracted Disability or for Cause;

(c) the Company's failure to perform on a timely basis its obligations under this Agreement;

(d) the Company's requiring the Executive, without his express written consent, to travel on Company business to
an extent substantially greater than the Executive's business travel obligations immediately prior to such time;

(e) the Company's requiring the Executive, without his express written consent, to change his place of permanent
residency; or

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(f) the failure of the Company to obtain the express written assumption of, and agreement to perform on a timely
basis, the Company's obligations under this Agreement by any successor to the Company as required by Article
XI of this Agreement.

"Person" means any individual, person, firm, corporation, partnership, limited liability company, association or
other entity, or any combination of any of the foregoing.

"Protracted Disability" means any Disability which prevents the Executive from reasonably discharging his duties
and responsibilities as an officer of the Company for a period of twelve (12) consecutive months.

"Salary" means, as of a given date, the Executive's then current annual salary.

"Successor Agreement" shall have the meaning set forth in Article X of this Agreement.

"Termination Date" means a specific date not less than forty-five (45) nor more than ninety (90) days from and
after the date of any Termination Notice upon which the Executive's employment by the Company shall be
terminated in accordance with the provisions of this Agreement.

"Termination Notice" shall mean a written notice which sets forth (a) the specific provision of this Agreement
relied upon to terminate the Executive's employment, (b) in reasonable detail the facts and circumstances claimed
to provide the basis for the termination of the Executive's employment, and (c) a Termination Date.

"Territory" shall have the meaning set forth in Section 9.1(c) of this Agreement.

                                                   ARTICLE II

                                                EMPLOYMENT

The Company employs the Executive and the Executive accepts such employment. Subject to the direction of the
Board of Directors, the Executive shall serve as the President, Chief Operating Officer, Chief Financial Officer,
Chief Accounting Officer and Secretary of the Company, CL and each of the subsidiary corporations and other
entities of the Company and CL. The Executive shall have such responsibilities, perform such duties and exercise
such power and authority as are inherent in, or incident to, such offices. The Executive shall devote substantially
all of his business time and attention and his best efforts to the diligent performance of his duties as an employee
of the Company.

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                                                   ARTICLE III

                                                       TERM

Subject to the provisions of Article VII below, the term of this Agreement shall be for a period of five (5) years,
commencing on October 1, 2006 and expiring on September 30, 2011.

                                                   ARTICLE IV

                                                       SALARY

4.1 INITIAL SALARY. In full payment for the obligations to be performed by the Executive during the term of
this Agreement, the Company shall pay to the Executive a salary (subject to applicable payroll and/or other taxes
required by law to be withheld) equal to One Hundred Twenty-Five Thousand Dollars ($125,000.00) per
annum.

4.2 ADJUSTMENT OF SALARY. As promptly as practicable after the conclusion of each of the Company's
fiscal years during the term of the Executive's employment hereunder, commencing at the conclusion of the
Company's fiscal year ending December 31, 2006, the certified public accountants regularly retained by the
Company shall determine the increase or decrease, if any, in the cost of living, using as the basis of such
computation the then current applicable Consumer Price Index published by the Bureau of Labor Statistics of the
United States Department of Labor (the "Index"). Any such increase or decrease shall be computed as follows:

(a) The Index number in the column for Baltimore, Maryland, entitled "all items," for the month of January shall be
the "Current Index Number" and the corresponding Index number for the immediately preceding January,
commencing with January 2006, shall be the "Base Index Number."

(b) The increase or decrease in the cost of living shall be determined by dividing the Current Index Number by
the Base Index Number and subtracting the integer 1 from the quotient thereof, in accordance with the following
formula:

                  Increase/Decrease
                           in                      =          Current Index Number         __      1
                  Cost of Living                              Base Index Number




(c) The percentage increase or decrease in the cost of living, multiplied by the Executive' then current salary, shall
be the increase or decrease required to be determined pursuant to this Section 4.2.

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(d) If the publication of the Consumer Price Index is discontinued for any reason, then the parties shall utilize
comparable statistics of the cost of living for Baltimore, Maryland, as computed and published by an agency or
instrumentality of the United States of America or by a responsible financial periodical or recognized authority
then to be selected by the parties.

(e) In the absence of fraud, any determination made by the Company's accountants pursuant to this Section 4.2
shall be conclusive and binding upon the Company and the Executive.

(f) The Executive's then current salary shall be adjusted as of January 1 of each fiscal year of the Company,
commencing with the fiscal year ending December 31, 2007, in accordance with the provisions of this Section
4.2 and such adjustment shall remain in effect during such fiscal year.

4.3 PAYMENT OF SALARY. Payments of salary shall be made to the Executive in installments from time to
time on the same dates payments of salary are generally made to all senior management employees of the
Company.

                                                  ARTICLE V

                                          PERFORMANCE BONUS

The Executive may from time to time receive a performance bonus as shall be determined by the Board of
Directors of the Company.

                                                  ARTICLE VI

                                       CERTAIN FRINGE BENEFITS

6.1 GENERALLY. The Executive shall be entitled to receive such benefits and to participate in such benefit
plans as are generally provided from time to time by the Company to its senior management employees;
provided, however, that nothing contained in this Section 6.1 shall be construed to obligate the Company to
provide any specific benefits to its employees generally.

6.2 VACATIONS. The Executive shall be entitled to vacation time on an annual basis in accordance with such
policies as are from time to time adopted by the Company's Board of Directors with respect to its senior
management employees.

6.3 HEALTH INSURANCE. The Company shall provide health insurance to the Executive and his family or
reimburse him for the cost of such health insurance.

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6.4 AUTOMOBILE. The Company shall provide the Executive an automobile for use by the Executive in
connection with the performance of his duties under this Agreement. The Executive shall be entitled to receive
reimbursement for such automobile expenses as are incurred by the Executive in connection with the performance
of his duties under this Agreement. Such reimbursement shall include the cost of operating the automobile, the
cost for maintenance of such automobile and the cost of insurance of such automobile.

6.5 STOCK OPTIONS.

(a) The Executive shall be entitled to participate in the Company's stock option plans as may from time to time be
in effect and to receive such incentive or other stock options as may from time to time be granted to him
thereunder; provided, however, that nothing contained in this
Section 6.5(a) shall be construed to obligate the Company, its Board of Directors or any committee of its Board
of Directors to grant any incentive or other stock option whatsoever to the Executive.

(b) In order to induce the Executive to enter into this Agreement and to perform his obligations hereunder,
simultaneously with the execution and delivery of this Agreement, the Company and the Executive are entering
into a Stock Option Agreement of even date herewith, pursuant to which the Company is issuing to the Executive
options, vesting over time, to purchase One Million (1,000,000) shares of the Company's common stock at an
exercise price of Ten Cents ($0.10) per share.

6.6 BUSINESS, TRAVEL AND ENTERTAINMENT EXPENSES. Within a reasonable time after the
submission of appropriate receipts and other evidence by the Executive, the Company shall pay, or reimburse the
Executive for, all reasonable business, travel and entertainment expenses incurred by the Executive in connection
with the performance of his duties and responsibilities on behalf of the Company.

                                                 ARTICLE VII

                                   TERMINATION OF EMPLOYMENT

7.1 TERMINATION OF EMPLOYMENT.

(a) Notwithstanding the provisions of Article III hereof, this Agreement (i) shall automatically terminate upon the
death of the Executive pursuant to the provisions of Section 7.2 hereof, (ii) may be terminated at any time by the
Company pursuant to the provisions of Sections 7.3 or 7.4 hereof, and (iii) may be terminated at any time by the
Executive pursuant to the provisions of Section 7.5 hereof.

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(b) If either the Company or the Executive shall desire to terminate the Executive's employment by the Company
pursuant to any of the provisions of Sections 7.3, 7.4, or 7.5 of this Agreement, then, in such event, the party
causing such termination shall provide a Termination Notice to the other party.

(c) If this Agreement shall be terminated pursuant to any of the provisions of this Article VII, the Company shall
be discharged from all of its obligations to the Executive under this Agreement upon the payment to the Executive
of the amount set forth in the Section of this Article VII pursuant to which such termination shall occur. The
Executive's sole and exclusive remedy for the termination of this Agreement prior to October 1, 2011, regardless
of whether such termination shall be initiated by the Company or the Executive, and regardless of whether such
termination shall be with or without Cause, shall be the payment by the Company to the Executive of the amount
set forth in the
Section of this Article VII pursuant to which such termination shall occur.

7.2 DEATH OF EXECUTIVE. If during the term of this Agreement the Executive shall die, then the employment
of the Executive by the Company shall automatically terminate on the date of the Executive's death. In such event,
not more than thirty (30) days after the date of the Executive's death, the Company shall pay to the Executive's
estate or as otherwise directed by the Executive's personal representative or executor, an amount in cash equal to
the Executive's Compensation (subject to applicable payroll and/or other taxes required by law to be withheld)
determined as of the date of the Executive's death.

7.3 DISABILITY OF EXECUTIVE.

(a) In the event that at any time during the term of this Agreement the Executive shall suffer any Disability, then the
Company shall be obligated to continue to pay in the ordinary and normal course of its business to the Executive
or his legal representative, as the case may be, the Executive's Compensation (subject to applicable payroll
and/or other taxes required by law to be withheld) from the date that the Executive shall first suffer any such
Disability to the date that the Executive's employment by the Company shall be terminated pursuant to any of the
provisions of this Agreement.

(b) In the event that the Executive shall suffer any Protracted Disability during the term of this Agreement, then the
Company may terminate the Executive's employment under this Agreement. In such event, in addition to any
other benefits which may have been provided by the Company to the Executive or his legal representative, as the
case may be, pursuant to the provisions of Section 7.3(a) above, not later than the Termination Date specified in
the Termination Notice delivered by the Company to the Executive or his legal representative, as the case may
be, the Company shall pay to the Executive or as otherwise directed by the Executive's legal representative an
amount in cash equal to the Executive's Compensation (subject to applicable payroll and/or taxes required by law
to be withheld) determined as of the date of such Termination Notice. Subsequent to such Termination Date, the
Executive or his legal representative, as the case may be, shall also be entitled to receive any benefits which may
be payable under any disability insurance policy or disability plan provided to the Executive by the Company.

                                                          9
7.4 TERMINATION OF EMPLOYMENT BY COMPANY.

(a) The Company may terminate this Agreement at any time with Cause. In such event, the Company shall be
obligated to continue to pay in the ordinary and normal course of its business to the Executive only his Salary
(subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination Date set
forth in the Termination Notice.

(b) The Company may terminate this Agreement at any time without Cause. In such event, (i) not later than the
Termination Date specified in the Termination Notice, the Company shall pay to the Executive an amount in cash
equal to the sum of the Executive's Compensation (subject to applicable payroll and/or other taxes required by
law to be withheld) determined as of the date of such Termination Notice through the remaining term of the
Agreement and
(ii) the restrictions set forth in Section 9.1(c) hereof shall not be applicable to the Executive.

7.5 TERMINATION OF EMPLOYMENT BY EXECUTIVE.

(a) The Executive may terminate this Agreement at any time with Good Reason. In such event, (i) not later than
the Termination Date specified in the Termination Notice, the Company shall pay to the Executive an amount in
cash equal to the sum of the Executive's Compensation (subject to applicable payroll and/or other taxes required
by law to be withheld) determined as of the date of such Termination Notice through the remaining term of the
Agreement and (ii) the restrictions set forth in Section 9.1(c) hereof shall not be applicable to the Executive.

(b) The Executive may terminate this Agreement at any time without Good Reason. In such event, the Company
shall be obligated to continue to pay in the ordinary and normal course of its business to the Executive only his
Salary (subject to applicable payroll and/or other taxes required by law to be withheld) through the Termination
Date set forth in the Termination Notice.

                                                ARTICLE VIII

                                 TERMINATION OF EMPLOYMENT
                              SUBSEQUENT TO A CHANGE IN CONTROL
                                       OF THE COMPANY

8.1 TERMINATION OF EMPLOYMENT. Notwithstanding the provisions of Articles III and VII of this
Agreement, in the event that (a) there shall occur any Change in Control of the Company, other than an
Approved Change in Control of the Company, and (b) at any time subsequent to the date of any such Change in
Control of the Company, either (i) the Company shall terminate the employment of the Executive for any reason,
other than as the result of the death or the Protracted Disability of the Executive or for Cause, or (ii) the
Executive shall terminate his employment for Good Reason, then, in any such event, (A) not later than the
Termination Date specified in the Termination Notice delivered by the

                                                       10
Company to the Executive, or by the Executive to the Company, as the case may be, the Company shall pay to
the Executive an amount in cash equal to the Executive's Compensation, determined as of the date of such
Termination Notice, multiplied by three (subject to applicable payroll and/or other taxes required by law to be
withheld), and (B) any and all stock options granted to the Executive under any stock option plan of the
Company as may from time to time be in effect, which shall not by their terms have vested on or before such
Termination Date, shall vest on such Termination Date.

8.2 LIMITATION ON PAYMENT. Notwithstanding anything to the contrary set forth in Section 8.1 above, the
amount paid by the Company to the Executive shall be limited to the maximum amount which will not constitute a
"parachute payment," as such term is defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as
amended. This limitation shall first be applied to amounts provided pursuant to clause (B) of Section 8.1 hereof
(otherwise included in the calculation of a parachute payment) to the extent thereof and then to amounts provided
pursuant to clause (A) of Section 8.1 hereof.

                                                   ARTICLE IX

                            CERTAIN RESTRICTIONS ON THE EXECUTIVE

9.1 CERTAIN RESTRICTIVE COVENANTS. The Executive covenants and agrees with the Company as
follows:

(a) He shall not at any time, directly or indirectly, for himself or for any other Person, approach, counsel, solicit,
induce or attempt to approach, counsel, solicit or induce any Person employed or engaged by the Company or
any of its Affiliates, whether such Person is a full-time employee, part-time employee or independent contractor,
to terminate his, her or its employment or independent contractor relationship with the Company or its Affiliate.

(b) He shall not at any time, directly or indirectly, for himself or for any other Person employ, attempt to employ
or enter into any contractual arrangement for employment with, engage, attempt to engage or enter into any
contractual arrangement for the engagement of, any employee or former employee or independent contractor or
contractor of the Company or any of its Affiliates, unless such former employee or independent contractor shall
not have been employed or engaged by the Company or any of its Affiliates for a period of at least one year.

(c) He shall not, while he is employed by the Company and for a period of two years from and after the date that
his employment by the Company ceases or terminates for any reason, directly or indirectly, for herself or for any
other Person:

(i) acquire or own in any manner any interest in, or loan any amount to, any Person which competes in any
manner with the Company or any of its Affiliates in the United States of America, its territories and possessions,
and the District of Columbia (the "Territory");

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(ii) be employed by or serve as an employee, agent, officer, or director of, or as a consultant to, or as an
independent contractor or salesperson for, any Person which competes in any manner with the Company or any
of its Affiliates in the Territory;

(iii) procure goods or services from any supplier or vendor to the Company or any of its Affiliates, other than on
behalf of the Company or any of its Affiliates;

(iv) provide any goods or services to any past or present customer of the Company or any of its Affiliates, other
than on behalf of the Company or any of its Affiliates; or

(v) compete in any manner with the Company or any of its Affiliates in the Territory.

The foregoing provisions of this Section 9.1(c) shall not prevent the Executive from acquiring and owning not
more than one percent of the equity securities of any Person whose securities are listed for trading on a national
securities exchange or are regularly traded in the over-the-counter securities market.

9.2 INDEPENDENT AGREEMENTS. The restrictive covenants set forth in
Section 9.1 above (collectively, the "Restrictive Covenants") shall be construed as agreements independent of any
other provision contained in this Agreement, and the existence of any claim or cause of action, whether
predicated upon this Agreement or otherwise, against the Company shall not constitute a defense to the
enforcement by the Company of any of the Restrictive Covenants. The Executive acknowledges that the
Company has fully performed all obligations entitling it to the benefits of the Restrictive Covenants, and that the
Restrictive Covenants, therefore, are not executory or otherwise subject to rejection under the Bankruptcy Code
of 1978.

9.3 REASONABLE RESTRAINT. Each of the Company and the Executive acknowledges that each of the
Restrictive Covenants is a reasonable and necessary restraint of trade and does not violate any applicable laws,
rules or regulations, including without limitation the Sherman Antitrust Act, the Maryland Antitrust Act or the
common law. Each of the Company and the Executive acknowledges that the Company or its Affiliates conducts
its business activities throughout the Territory. Each of the Company and the Executive acknowledges that each
of the Restrictive Covenants is supported by valid and legitimate business interests, including without limitation the
need to protect the Confidential Information and Trade Secrets of the Company (as such terms are hereinafter
defined), and the need to protect the substantial relationships of the Company with its employees and
independent contractors, current and prospective customers, and current and prospective vendors, and that the
period of restriction set forth in Section 9.1(c) above is essential to the full protection of each of such valid and
legitimate business interests.

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9.4 SEVERABILITY. Each of the Company and the Executive agrees that each of the Restrictive Covenants is
reasonable and proper with respect to duration, geographical scope, and lines of business. If all or any portion of
any of the Restrictive Covenants is held by a court of competent jurisdiction to be unreasonable, arbitrary or
against public policy for any reason, then all or such portion of such Restrictive Covenants shall be considered
divisible as to duration, geographical scope or lines of business, or may be otherwise narrowed so as to be
enforceable. If a court of competent jurisdiction shall determine that a time period, a geographical area or a
specified line of business is unreasonable, arbitrary or against public policy for any reason, then a shorter period,
a smaller geographical area or a narrower line of business, as shall be determined by such court to be reasonable,
non-arbitrary and not against public policy, may be enforced against the Executive by the Company.

                                       ARTICLE X
                      CONFIDENTIAL INFORMATION AND TRADE SECRETS

10.1 CERTAIN DEFINITIONS.

(a) "Confidential Information" includes information which (a) has been or is developed or is otherwise owned by
the Company or any of its Affiliates, whether developed by the Company or by any other Person, (b) is not
readily available to the public and not generally ascertainable by proper means by the public, (c) if disclosed to
the public, would be harmful to the interests of the Company or any of its Affiliates, (d) has limited disclosure
within the Company or its Affiliate, or (e) is treated or designated by the Company or any of its Affiliates as being
confidential. Confidential Information may consist of technical information, including without limitation inventions,
formulas, compilations, computer programs, methods, purchasing techniques and processes, sales techniques and
processes, market data and pricing and discounting practices, as well as business information relating to the
Company's or any of its Affiliates' financial condition, financial arrangements, business plans or strategies (such as
new products and services and plans for sales, marketing, purchasing, distribution, services or promotions),
employee training materials, sales manuals, customer lists, customer needs, contacts, accounts and the like,
vendor or supplier lists, vendor or supplier needs, contacts, accounts and the like, personnel, payroll and financial
data and records, and any and all data, information, plans, processes, procedures, methods and records of any
kind or nature whatsoever, regardless of the form of storage medium and wherever located, related in any
manner to the Company, any of its Affiliates or their respective businesses, operations or affairs or directors,
officers, employees, agents or independent contractors.

(b) "Trade Secrets" include Confidential Information which is sufficiently secret to derive actual or potential
economic value to the Company or any of its Affiliates from not being generally known to, and not being readily
ascertainable by, the Company's or any of its Affiliates' competitors and other Persons (including without
limitation the Company's or any of its Affiliates' vendors, suppliers and customers), which information gives, or
has the potential of giving, the Company or any of its Affiliates an advantage over the Company's or any of its
Affiliates' competitors or other Persons (including

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without limitation the Company's or any of its Affiliates' vendors, suppliers and customers) which can obtain
economic value from the disclosure or use of the information and which information the Company or any of its
Affiliates has taken, and will continue to take, reasonable steps to maintain as secret or confidential vis-a-vis its
current and potential competitors and other Persons (including without limitation the Company's or any of its
Affiliates' vendors, suppliers and customers).

10.2 OWNERSHIP OF CONFIDENTIAL INFORMATION AND TRADE SECRETS. The Executive
acknowledges that, in the course of his relationship with the Company and its Affiliates, he has received, used,
had access to and became familiar with, or in the future will receive, use, have access to and become familiar
with, the Confidential Information and the Trade Secrets which are owned by the Company or its Affiliates or
which are or will be otherwise used in connection with the Company's or any of its Affiliates' current or future
business. The Executive acknowledges and agrees that all such Confidential Information and Trade Secrets are
and shall remain the sole and exclusive property of the Company and that the covenants set forth in Section 10.3
below are fair and reasonable.

10.3 NON-DISCLOSURE. The Executive shall not, directly or indirectly, at any time disclose to any Person, or
take or use for the purposes of any Person, other than the Company or any of its Affiliates, any Confidential
Information or Trade Secrets. The Executive shall not, directly or indirectly, at any time copy or place any
Confidential Information or Trade Secrets on to any personal computer or other data collection or storage device
that is not owned by the Company or one of its Affiliates. The Executive authorizes the Company to inspect the
Executive's personal computer(s) and other personal data collection or storage device(s) at any time in order to
permit the Company to determine the Executive's compliance with the provisions of the immediately preceding
sentence. The obligations of the Executive set forth in this Section 10.3 apply to, and are intended to prevent, the
direct or indirect disclosure of any Confidential Information or Trade Secrets to Persons where such disclosure of
the Confidential Information or the Trade Secrets would reasonably be considered to be useful to the Company's
or its Affiliates' competitors or to any other Person to become a competitor based, in whole or in part, on such
Confidential Information or Trade Secrets. Immediately upon the termination of the Executive's employment by
the Company for any reason, the Executive shall deliver to the Company all Confidential Information and Trade
Secrets and all Company property then in his possession.

10.4 INDEPENDENT AGREEMENTS. The covenants set forth in Section 10.3 above shall be construed as an
agreement independent of any other provision contained in this Agreement, and the existence of any claim or
cause of action, whether predicated upon this Agreement or otherwise, against the Company shall not constitute a
defense to the enforcement by the Company of any of such covenants. The Executive acknowledges that the
Company has fully performed all obligations entitling it to the benefit of the covenants set forth in Section 10.3
above, and that such covenants, therefore, are not executory or otherwise subject to rejection under the
Bankruptcy Code of 1978.

                                                          14
10.5 ASSIGNMENT OF WORKS. The Executive assigns to the Company or its assigns all of the Executive's
right, title and interest in and to all developments, inventions and ideas made, conceived or reduced to practice
solely or jointly by the Executive while engaging in activities within the scope of his employment by the Company,
regardless of whether any of such developments, inventions and ideas qualify as intellectual property or were
conceived or developed during business hours. The Executive acknowledges and agrees that all original works of
authorship that are made with the scope of his employment by the Company and which can be legally protected
are "works for hire" under applicable law. The Executive shall notify the Company of all developments, inventions
and ideas and to take all actions necessary to enable the Company to seek legal protection for them.

                                                  ARTICLE XI

                                     SUCCESSOR TO THE COMPANY

The Company shall require any successor, whether direct or indirect, and whether by purchase, merger,
consolidation or otherwise, to all or substantially all of the business or properties and assets of the Company, to
execute and deliver to the Executive, not later than the date of the consummation of any such purchase, merger,
consolidation or other transaction, a written instrument in form and in substance reasonably satisfactory to the
Executive and his legal counsel pursuant to which any such successor shall agree to assume and to perform on a
timely basis or to cause to be performed on a timely basis all of the Company's covenants, agreements and
obligations set forth in this Agreement (a "Successor Agreement"). The failure of the Company to cause any such
successor to execute and deliver a Successor Agreement to the Executive shall (a) constitute a breach of the
provisions of this Agreement by the Company and (b) be deemed to constitute a termination by the Executive of
his employment hereunder (as of the date upon which any such successor shall succeed to all or substantially all
of the business or properties and assets of the Company) for Good Reason.

                                                 ARTICLE XII
                                                  REMEDIES

12.1 INJUNCTION; SPECIFIC PERFORMANCE. It is recognized and acknowledged by each of the parties
that a breach or violation by the Executive of any or all or the provisions contained in this Agreement will cause
irreparable harm and damage to the Company in a monetary amount which would be virtually impossible to
ascertain. As a result, each of the parties recognizes and acknowledges that the Company shall be entitled to the
remedies of injunction and/or specific performance from any court of competent jurisdiction enjoining and
restraining any breach or violation by the Executive of any or all of the provisions contained herein and/or
requiring the specific performance of any or all of the provisions contained herein, and that such rights to
injunction and specific performance shall be cumulative and in addition to whatever other rights and remedies the
Company may possess hereunder, at law and in equity.

                                                        15
12.2 DAMAGES; ATTORNEYS' FEES. Nothing contained in this Agreement shall be construed to prevent
either of the parties from seeking and recovering from the other party damages sustained by it or him as a result
of the other party's breach or violation of any or all of the provisions hereof. If either party shall bring suit against
the other party based in whole or in part upon a breach or violation of any provision hereof, then, in any such
event, the prevailing party in such suit shall be awarded, and shall be paid by the non-prevailing party, reasonable
fees and disbursements of trial and appellate counsel paid, incurred or suffered by the prevailing party in
connection with such suit.

                                                   ARTICLE XIII

                                       MISCELLANEOUS PROVISIONS

13.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in
accordance, with the laws of the State of Maryland, without giving effect to the principles of the conflict of laws
thereof.

13.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two
days after having been delivered to Federal Express, DHL, UPS, Airborne or another recognized overnight
courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such
transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the
United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective
parties at their respective addresses or to their respective facsimile telephone numbers, as follow:

          If to the Company:                           Last Mile Logistics Group, Inc.
                                                       6675 Amberton Drive
                                                       Elkridge, Maryland 21075
                                                       Attn: Chief Executive Officer

          If to the Executive:                         The home address for the Executive set forth
                                                       in the Company's records.




or to such other address as any party may from time to time give written notice of to the other pursuant to the
provisions of this Section 13.2.

13.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the
Executive with respect to the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and arrangements, both oral and written, between the Company and the Executive with respect to
such subject matter.

                                                           16
13.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written
instrument executed by each of the Company and the Executive.

13.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon,
each of the Company and the Executive and their respective heirs, personal representatives, executors, legal
representatives, successors and assigns.

13.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any
part hereof, all of which are inserted conditionally on their being valid in law. Except as otherwise provided in
Section 9.4 above, if any one or more of the words, phrases, sentences, clauses or sections contained in this
Agreement shall be declared invalid by any court of competent jurisdiction, then, in any such event, this
Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause
or clauses, or section or sections had not been inserted.

13.7 JURISDICTION AND VENUE; SERVICE OF PROCESS; WAIVER OF TRIAL BY JURY. If any
dispute or controversy shall arise between the Company and the Executive, then such dispute or controversy may
only be brought for resolution in the United States District Court for the District of Maryland or in the appropriate
state court in and for Howard County, Maryland. Each of the Company and the Executive consents to the
jurisdiction and venue of such courts, and agrees that it or he shall not contest or challenge the jurisdiction or
venue of such courts. Each of the Company and the Executive agrees that service of any process, summons,
notice or document, by United States registered or certified mail, to its or his address set forth in or as provided
herein shall be effective service of process for any action, suit or proceeding brought against it or him in any such
court. In recognition of the fact that the issues which would arise under this Agreement are of such a complex
nature that they could not be properly tried before a jury, each of the Company and the Executive waives trial by
jury.

13.8 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by
any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver
by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to
the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

13.9 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of any or all of the provisions hereof.

13.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate
parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be
deemed to constitute the one and the same instrument.

                                                         17
13.11 EFFECTIVE DATE. This Agreement shall be effective for all purposes as of October 1, 2006.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first
written above.

LAST MILE LOGISTICS GROUP, INC.

         By /s/ Regina R. Flood                              /s/ Brian P. Flood
            --------------------------------                 --------------------------------
                  Regina R. Flood,                                   Brian P. Flood
                  Chairman and
                  Chief Executive Officer




                                                   18
EXHIBIT 10.9

                                      STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT is entered into on October2, 2006 by and between LAST MILE
LOGISTICS GROUP, INC., a Florida corporation (the "Company"), and REGINA R. FLOOD, an individual
(the "Executive").

                                                   RECITALS:

A. The Company desires to grant to the Executive certain options to purchase shares of the Company's common
stock, par value $.0001 per share (the "Common Stock").

B. Each of the Company and the Executive desires to enter into this Stock Option Agreement (the "Agreement")
for the purpose of evidencing the grant of such options and setting forth certain of the terms and conditions
governing the exercise thereof.

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of the
parties set forth herein, each of the Company and the Executive agrees as follows:

                                                   ARTICLE I

                                          CERTAIN DEFINITIONS

The following terms shall have the following respective meanings when utilized in this Agreement:

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of
individuals at least a majority of whom have continuously served as directors of the Company during the period of
two years ending on such date, unless the election of each director who was not a director at the beginning of
such two year period was approved in advance by the directors representing at least two-thirds of the directors
then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law
and the Articles of Incorporation and Bylaws of the Company; and
(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the
requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the
Articles of Incorporation and Bylaws of the Company.

"Cause" means any action by the Executive or any inaction by the Executive which, after due consideration, is
reasonably determined by the Board of Directors of the Company to constitute:

(a) fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b) a felony or moral turpitude;

(c) a material breach or violation of any or all of the covenants, agreements and obligations of the Executive set
forth in any employment agreement between the Company and the Executive, other than as the result of the
Executive's death or Disability;

(d) a willful or knowing failure or refusal by the Executive to perform any or all of her material duties and
responsibilities as an officer of the Company, other than as the result of the Executive's death or Disability; or

(e) gross negligence by the Executive in the performance of any or all of her material duties and responsibilities as
an officer of the Company, other than as a result of the Executive's death or Disability.

"Change in Control of the Company" means any change in control of the Company of a nature which would be
required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date
of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement,
promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and
Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be
deemed to have occurred if:

(i) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)
(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation,
retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company,
becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company or any successor to the Company (whether by merger,
consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the
Company's then outstanding securities;

                                                          2
(ii) during any period of two consecutive years, the individuals who at the beginning of such period constitute the
Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of
Directors, unless the election of each director who was not a director at the beginning of such period has been
approved in advance by the directors representing at least two-thirds of the directors then in office who were
directors at the beginning of such period;

(iii) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a
binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting
securities of the Company or such surviving corporation or entity outstanding immediately after such merger or
consolidation;

(iv) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter
into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in
one transaction or in a series of related transactions; or

(v) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or
dissolution of the Company.

"Disability" means any mental or physical illness, condition, disability or incapacity which prevents the Executive
from reasonably discharging his duties and responsibilities as an officer of the Company. If any disagreement or
dispute shall arise between the Company and the Executive as to whether the Executive suffers from any
Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed
physician, who is mutually agreeable to the Company and the Executive, and such physician shall determine
whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such
physician shall be final and binding upon the Company and the Executive. The entire cost of such examination
shall be paid for solely by the Company.

"Person" means any individual, person, firm, corporation, partnership, association or other entity.

                                                            3
                                                 ARTICLE II

                                              STOCK OPTIONS

2.1 GRANT OF OPTIONS. Subject to the terms and conditions set forth in this Agreement, the Company
grants to the Executive options to purchase an aggregate of One Million (1,000,000) shares of Common Stock
(the "Options").

2.2 DATE OF GRANT; EXERCISE PRICE. The date of grant of the Options is as of October 1, 2006 (the
"Grant Date"). The exercise price of the Options is Ten Cents ($0.10) per share of Common Stock.

2.3 MAXIMUM TERM OF OPTIONS. In no event may the Options be exercised, in whole or in part, after
September 30, 2016.

2.4 VESTING OF OPTIONS. Subject to the provisions of Article III below, the Options shall vest and be
exercisable on and after the dates set forth below as to the number of shares of Common Stock determined by
multiplying the percentage indicated on the Vesting Schedule below by the total number of shares subject to the
Options on the Grant Date:

                                               VESTING SCHEDULE

                                                                       AGGREGATE PERCENTAGE VESTED
          VESTING DATE                                                  AND CAPABLE OF EXERCISE
          ------------                                                 ----------------------------

          Grant Date                                                                   0%
          First anniversary of Grant Date                                             25%
          Second anniversary of Grant Date                                            50%
          Third anniversary of Grant Date                                             75%
          Fourth anniversary of Grant Date                                           100%




2.5 EXERCISE AND PAYMENT.

(a) Subject to the provisions of Section 2.4 above, the Options may be exercised, in whole or in part, by delivery
of written notice to the Company indicating the number of Options which are being exercised by the Executive,
accompanied by payment of the full amount of the "Aggregate Exercise Price" (as such term is hereinafter
defined).

(b) For purposes of this Section 2.5, the term "Aggregate Exercise Price" shall mean Ten Cents ($.10) multiplied
by the number of Options being exercised by the Executive.

                                                        4
(c) The Aggregate Exercise Price shall be paid by the Executive to the Company by the delivery of (i) cash, (ii)
certified or cashiers' check, (iii) shares of Common Stock already owned by the Executive, (iv) the withholding of
shares of Common Stock issuable upon such exercise of the Options, (v) irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vi)
any combination of the foregoing methods of payment. Shares of Common Stock delivered in payment of all or
any part of the amounts payable in connection with the exercise of Options, and shares of Common Stock
withheld for such payment, shall be valued for such purpose at their "Fair Market Value" (as such term is
hereinafter defined) as of the date of exercise of the Options.

(d) "Fair Market Value" of a share of Common Stock on any day means the last sale price (or, if no last sale
price is reported, the average of the high bid and low asked prices) for a share of Common Stock on such day
(or, if such day is not a trading day, on the next preceding trading day) as reported on NASDAQ or, if not
reported on NASDAQ, as quoted by the National Quotation Bureau Incorporated, or if the Common Stock is
listed on an exchange, on the principal exchange on which the Common Stock is listed. If for any day the Fair
Market Value of a share of Common Stock is not determinable by any of the foregoing means, then the Fair
Market Value for such day shall be determined in good faith by the Company on the basis of such quotations and
other considerations as the Company deems appropriate.

2.6 LIMITATIONS ON EXERCISE AND ASSIGNMENT. During the Executive's lifetime, the Options
granted pursuant to this Agreement shall be exercisable only by the Executive, and the Options shall not be
transferable except, in case of the death of the Executive, by will or by the laws of descent and distribution. The
Options granted pursuant to this Agreement shall not be subject to attachment, execution or other similar legal
process. In the event of
(a) any attempt by the Executive to alienate, assign, pledge, hypothecate or otherwise dispose of the Options,
except as provided herein, or (b) the levy of any attachment, execution or similar legal process upon the rights or
interest granted to the Executive pursuant to this Agreement, the Company, at its option, may terminate the
Options by the delivery of written notice to the Executive and the Options shall thereupon become null and void.

2.7 NO RIGHTS OF SHAREHOLDER. Neither the Executive nor any other person shall be, or shall have any
of the rights and privileges of, a shareholder of the Company with respect to any shares of Common Stock
purchasable or issuable upon the exercise of the Options, in whole or in part, prior to the date of exercise of the
Options and payment in full of the Aggregate Exercise Price therefor.

2.8 STOCK ADJUSTMENT. If there is any change in the number of issued and outstanding shares of Common
Stock by reason of any stock split, stock dividend, recapitalization or other similar transaction, then the number
of shares of Common Stock subject to the Options and the Exercise Price shall be proportionately adjusted.

                                                         5
2.9 STOCK RESERVED. The Company shall at all times during the term of this Agreement reserve and keep
available such number of shares of its authorized but unissued Common Stock, or its Common Stock held as
treasury stock, as shall be sufficient to satisfy the terms of this Agreement.

2.10 CORPORATE REORGANIZATION. If there shall be any capital reorganization or consolidation or
merger of the Company with another corporation or corporations or entity or entities, or any sale of all or
substantially all of the Company's properties and assets to any other corporation or corporations or entity or
entities, then, in any such event, the Company shall take such action as may be necessary to enable the Executive
to receive upon any subsequent exercise of the Options, in whole or in part, including any shares under the
Options for which the right to exercise has not accrued pursuant to the provisions of Section 2.4 above, in lieu of
shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization,
consolidation, merger or sale in respect of, or in exchange for, such shares of Common Stock.

                                                  ARTICLE III

                                   TERMINATION OF EMPLOYMENT

3.1 DEATH; DISABILITY. If the Executive's employment by the Company shall be terminated by reason of the
Executive's death or Disability, then all of the Options granted to the Executive pursuant to this Agreement which
have not previously vested shall vest on the date of death or Disability, as the case may be, and may be exercised
by the Executive or his estate, personal representative, executor, administrator or any person who acquired such
Options by will or by the laws of descent and distribution, as the case may be, at any time prior to the earlier of
(a) the expiration date of such Options set forth in this Agreement or (b) one year after the date of termination of
employment.

3.2 CAUSE. If the Executive's employment by the Company shall be terminated for Cause, then:

(a) all of the Options granted to the Executive pursuant to this Agreement which shall not have vested shall
terminate on the date of termination of employment; and

(b) all of the Options granted to the Executive pursuant to this Agreement which shall have vested but which shall
not have been previously exercised by the Executive shall terminate on the date of termination of employment.

3.3 OTHER TERMINATION. If the Executive's employment by the Company shall be terminated for any
reason other than one set forth in Section 3.1 or
Section 3.2 above, then:

                                                         6
(a) all of the Options granted to the Executive pursuant to this Agreement which shall not have previously vested
shall terminate on the date of termination of employment; and

(b) all of the Options granted to the Executive pursuant to this Agreement which shall have previously vested but
which shall not have been previously exercised by the Executive may be exercised by the Executive at any time
prior to the earlier of (i) the expiration date of such Options set forth in this Agreement or (ii) three months from
and after the date of termination of employment.

                                                   ARTICLE IV

                                        DELIVERY OF CERTIFICATES

As soon as practicable following any exercise by the Executive of the Options, the Company shall deliver or
cause to be delivered to the Executive a certificate or certificates representing the shares of Common Stock
acquired pursuant to any such exercise; provided, however, that the Company may postpone the time of delivery
of any certificate for such period of time as the Company shall deem necessary or desirable in order to enable it
to comply with (i) the listing requirements of any securities exchange or the National Association of Securities
Dealers, Inc. Automated Quotation system, (ii) the requirements of the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the "Federal Securities Laws"), or (iii) the requirements of any applicable state securities or blue sky
laws and the rules and regulations promulgated thereunder (collectively, the "State Securities Laws").

                                                    ARTICLE V

      CERTAIN REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
                             OF THE EXECUTIVE

The Executive represents and warrants to the Company, and covenants and agrees with the Company, as
follows:

(a) The shares of Common Stock to be issued to the Executive upon any exercise of the Options are being
acquired by the Executive for her own account, and not for the account or beneficial interest of any other person
or entity. The shares of Common Stock to be issued to the Executive upon any exercise of the Options are not
being acquired by the Executive with a view to, or for resale in connection with, any "distribution" within the
meaning of the Federal Securities Laws or any applicable State Securities Laws.

                                                           7
(b) The shares of Common Stock to be issued to the Executive upon any exercise of the Options have not been,
and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be
held by the Executive unless and until they are subsequently so registered under the Federal Securities Laws and
any applicable State Securities Laws or an exemption from registration thereunder is available. The shares of
Common Stock to be issued to the Executive upon any exercise of the Options constitute "restricted securities,"
as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities
Act.

(c) The Executive shall not sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of
(collectively, a "Transfer") any or all of the shares of Common Stock to be issued to her upon any exercise of the
Options, unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities
Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the shares of
Common Stock to be issued to the Executive upon any exercise of the Options which is made pursuant to an
exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a
favorable opinion of the Executive's legal counsel, in form and in substance satisfactory to the Company and its
legal counsel, to the effect that such Transfer does not and will not violate the provisions of the Federal Securities
Laws or any applicable State Securities Laws.

(d) The Company is under no obligation whatsoever to file any registration statement under the Federal Securities
Laws or any State Securities Laws to register any Transfer of any shares of Common Stock held by the
Executive, or to take any other action necessary for the purpose of making an exemption from registration
available to the Executive in connection with any such Transfer. Stop transfer instructions will be issued by the
Company with respect to the shares of Common Stock to be issued to the Executive upon any exercise of the
Options.

(e) There will be placed upon all of the certificates representing shares of Common Stock delivered by the
Company to the Executive, and any and all certificates delivered in partial or total substitution therefor, a
restrictive legend which will read substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE
DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-
EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE,
HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE
PROVISIONS OF SECTION 5 OF THAT ACT.

                                                          8
                                                   ARTICLE VI

                               CHANGE IN CONTROL OF THE COMPANY

Upon the occurrence of any Change in Control of the Company, other than an Approved Change in Control of
the Company, notwithstanding anything to the contrary set forth herein, all of the Options granted hereunder shall
immediately vest and become exercisable in full.

                                                   ARTICLE VII

                                      MISCELLANEOUS PROVISIONS

7.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in
accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws
thereof.

7.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two
days after having been delivered to Federal Express, DHL, UPS, Airborne or another recognized overnight
courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such
transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the
United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective
parties at their respective addresses or to their respective facsimile telephone numbers, as follow:

          If to the Company:                          Last Mile Logistics Group, Inc.
                                                      6675 Amberton Drive
                                                      Elkridge, Maryland 21075
                                                      Attn: President and Chief Operating Officer

          If to the Executive:                        The home address for the Executive set forth
                                                      in the Company's records.




or to such other address as either party may from time to time give written notice of to the other in accordance
with the provisions of this Section 7.2.

7.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the
Executive with respect to the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and arrangements, both oral and written, between the Company and the Executive with respect to
such subject matter.

                                                          9
7.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written
instrument executed by each of the Company and the Executive.

7.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon,
each of the Company and the Executive and their respective heirs, personal representatives, executors, legal
representatives, successors and assigns.

7.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any
part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of
competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

7.7 JURISDICTION AND VENUE; SERVICE OF PROCESS; WAIVER OF TRIAL BY JURY. If any
dispute or controversy shall arise between the Company and the Executive, then such dispute or controversy may
only be brought for resolution in the United States District Court for the District of Maryland or in the appropriate
state court in and for Howard County, Maryland. Each of the Company and the Executive consents to the
jurisdiction and venue of such courts, and agrees that it or he shall not contest or challenge the jurisdiction or
venue of such courts. Each of the Company and the Executive agrees that service of any process, summons,
notice or document, by United States registered or certified mail, to its or his address set forth in or as provided
herein shall be effective service of process for any action, suit or proceeding brought against it or him in any such
court. In recognition of the fact that the issues which would arise under this Agreement are of such a complex
nature that they could not be properly tried before a jury, each of the Company and the Executive waives trial by
jury.

7.8 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by
any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver
by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to
the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

7.9 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of any or all of the provisions hereof.

7.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate
parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be
deemed to constitute the one and the same instrument.

                                                         10
7.11 EFFECTIVE DATE. This Agreement shall be effective for all purposes as of October 1, 2006.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first
written above.

LAST MILE LOGISTICS GROUP, INC.

         By /s/ Brian P. Flood                                        /s/ Regina R. Flood
            --------------------------------------------              ------------------------
                  Brian P. Flood,                                          Regina R. Flood
                  President and Chief Operating Officer




                                                   11
EXHIBIT 10.10

                                      STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT is entered into on October 2, 2006 by and between LAST MILE
LOGISTICS GROUP, INC., a Florida corporation (the "Company"), and BRIAN P. FLOOD, an individual
(the "Executive").

                                                   RECITALS:

A. The Company desires to grant to the Executive certain options to purchase shares of the Company's common
stock, par value $.0001 per share (the "Common Stock").

B. Each of the Company and the Executive desires to enter into this Stock Option Agreement (the "Agreement")
for the purpose of evidencing the grant of such options and setting forth certain of the terms and conditions
governing the exercise thereof.

NOW, THEREFORE, in consideration of the premises, and the respective covenants and agreements of the
parties set forth herein, each of the Company and the Executive agrees as follows:

                                                   ARTICLE I

                                          CERTAIN DEFINITIONS

The following terms shall have the following respective meanings when utilized in this Agreement:

"Approved Board" means a Board of Directors of the Company that, as of a given date, is comprised of
individuals at least a majority of whom have continuously served as directors of the Company during the period of
two years ending on such date, unless the election of each director who was not a director at the beginning of
such two year period was approved in advance by the directors representing at least two-thirds of the directors
then in office who were directors at the beginning of such two year period.

"Approved Change in Control of the Company" means any transaction or series of transactions which:

(a) results, or is reasonably anticipated to result, in a Change in Control of the Company;

(b) is approved by the requisite vote of an Approved Board pursuant to, and in accordance with, applicable law
and the Articles of Incorporation and Bylaws of the Company; and
(c) if required by applicable law or the Articles of Incorporation or Bylaws of the Company, is approved by the
requisite vote of the shareholders of the Company pursuant to, and in accordance with, applicable law and the
Articles of Incorporation and Bylaws of the Company.

"Cause" means any action by the Executive or any inaction by the Executive which, after due consideration, is
reasonably determined by the Board of Directors of the Company to constitute:

(a) fraud, embezzlement, misappropriation, dishonesty or breach of trust;

(b) a felony or moral turpitude;

(c) a material breach or violation of any or all of the covenants, agreements and obligations of the Executive set
forth in any employment agreement between the Company and the Executive, other than as the result of the
Executive's death or Disability;

(d) a willful or knowing failure or refusal by the Executive to perform any or all of his material duties and
responsibilities as an officer of the Company, other than as the result of the Executive's death or Disability; or

(e) gross negligence by the Executive in the performance of any or all of his material duties and responsibilities as
an officer of the Company, other than as a result of the Executive's death or Disability.

"Change in Control of the Company" means any change in control of the Company of a nature which would be
required to be reported (a) in response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the date
of this Agreement, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
(b) in response to Item 1 of the Current Report on Form 8-K, as in effect on the date of this Agreement,
promulgated under the Exchange Act, or (c) in any filing by the Company with the United States Securities and
Exchange Commission; provided, however, that, without limitation, a Change in Control of the Company shall be
deemed to have occurred if:

(i) subsequent to the date of this Agreement, any "person" (as such term is defined in Sections 13(d)(3) and 14(d)
(2) of the Exchange Act), other than the Company, any subsidiary of the Company or any compensation,
retirement, pension or other employee benefit plan or trust of the Company or any subsidiary of the Company,
becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company or any successor to the Company (whether by merger,
consolidation or otherwise) representing twenty percent (20%) or more of the combined voting power of the
Company's then outstanding securities;

                                                          2
(ii) during any period of two consecutive years, the individuals who at the beginning of such period constitute the
Board of Directors of the Company cease for any reason to constitute at least a majority of such Board of
Directors, unless the election of each director who was not a director at the beginning of such period has been
approved in advance by the directors representing at least two-thirds of the directors then in office who were
directors at the beginning of such period;

(iii) the Company shall merge or consolidate with or into another corporation or other entity, or enter into a
binding agreement to merge or consolidate with or into another corporation or other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving corporation or entity) not less than eighty percent (80%) of the combined voting power of the voting
securities of the Company or such surviving corporation or entity outstanding immediately after such merger or
consolidation;

(iv) the Company shall sell, lease, exchange or otherwise dispose of all or substantially all of its assets, or enter
into a binding agreement for the sale, lease, exchange or other disposition of all or substantially all of its assets, in
one transaction or in a series of related transactions; or

(v) the Company shall liquidate or dissolve, or any plan or proposal shall be adopted for the liquidation or
dissolution of the Company.

"Disability" means any mental or physical illness, condition, disability or incapacity which prevents the Executive
from reasonably discharging his duties and responsibilities as an officer of the Company. If any disagreement or
dispute shall arise between the Company and the Executive as to whether the Executive suffers from any
Disability, then, in such event, the Executive shall submit to the physical or mental examination of a licensed
physician, who is mutually agreeable to the Company and the Executive, and such physician shall determine
whether the Executive suffers from any Disability. In the absence of fraud or bad faith, the determination of such
physician shall be final and binding upon the Company and the Executive. The entire cost of such examination
shall be paid for solely by the Company.

"Person" means any individual, person, firm, corporation, partnership, association or other entity, or any
combination of any of the foregoing.

                                                            3
                                                 ARTICLE II

                                              STOCK OPTIONS

2.1 GRANT OF OPTIONS. Subject to the terms and conditions set forth in this Agreement, the Company
grants to the Executive options to purchase an aggregate of One Million (1,000,000) shares of Common Stock
(the "Options").

2.2 DATE OF GRANT; EXERCISE PRICE. The date of grant of the Options is as of October 1, 2006 (the
"Grant Date"). The exercise price of the Options is Ten Cents ($0.10) per share of Common Stock.

2.3 MAXIMUM TERM OF OPTIONS. In no event may the Options be exercised, in whole or in part, after
September 30, 2016.

2.4 VESTING OF OPTIONS. Subject to the provisions of Article III below, the Options shall vest and be
exercisable on and after the dates set forth below as to the number of shares of Common Stock determined by
multiplying the percentage indicated on the Vesting Schedule below by the total number of shares subject to the
Options on the Grant Date:

                                               VESTING SCHEDULE

                                                                       AGGREGATE PERCENTAGE VESTED
          VESTING DATE                                                  AND CAPABLE OF EXERCISE
          ------------                                                 ----------------------------
          Grant Date                                                                0%
          First anniversary of Grant Date                                          25%
          Second anniversary of Grant Date                                         50%
          Third anniversary of Grant Date                                          75%
          Fourth anniversary of Grant Date                                        100%




2.5 EXERCISE AND PAYMENT.

(a) Subject to the provisions of Section 2.4 above, the Options may be exercised, in whole or in part, by delivery
of written notice to the Company indicating the number of Options which are being exercised by the Executive,
accompanied by payment of the full amount of the "Aggregate Exercise Price" (as such term is hereinafter
defined).

(b) For purposes of this Section 2.5, the term "Aggregate Exercise Price" shall mean Ten Cents ($0.10)
multiplied by the number of Options being exercised by the Executive.

                                                        4
(c) The Aggregate Exercise Price shall be paid by the Executive to the Company by the delivery of (i) cash, (ii)
certified or cashiers' check, (iii) shares of Common Stock already owned by the Executive, (iv) the withholding of
shares of Common Stock issuable upon such exercise of the Options, (v) irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vi)
any combination of the foregoing methods of payment. Shares of Common Stock delivered in payment of all or
any part of the amounts payable in connection with the exercise of Options, and shares of Common Stock
withheld for such payment, shall be valued for such purpose at their "Fair Market Value" (as such term is
hereinafter defined) as of the date of exercise of the Options.

(d) "Fair Market Value" of a share of Common Stock on any day means the last sale price (or, if no last sale
price is reported, the average of the high bid and low asked prices) for a share of Common Stock on such day
(or, if such day is not a trading day, on the next preceding trading day) as reported on NASDAQ or, if not
reported on NASDAQ, as quoted by the National Quotation Bureau Incorporated, or if the Common Stock is
listed on an exchange, on the principal exchange on which the Common Stock is listed. If for any day the Fair
Market Value of a share of Common Stock is not determinable by any of the foregoing means, then the Fair
Market Value for such day shall be determined in good faith by the Company on the basis of such quotations and
other considerations as the Company deems appropriate.

2.6 LIMITATIONS ON EXERCISE AND ASSIGNMENT. During the Executive's lifetime, the Options
granted pursuant to this Agreement shall be exercisable only by the Executive, and the Options shall not be
transferable except, in case of the death of the Executive, by will or by the laws of descent and distribution. The
Options granted pursuant to this Agreement shall not be subject to attachment, execution or other similar legal
process. In the event of
(a) any attempt by the Executive to alienate, assign, pledge, hypothecate or otherwise dispose of the Options,
except as provided herein, or (b) the levy of any attachment, execution or similar legal process upon the rights or
interest granted to the Executive pursuant to this Agreement, the Company, at its option, may terminate the
Options by the delivery of written notice to the Executive and the Options shall thereupon become null and void.

2.7 NO RIGHTS OF SHAREHOLDER. Neither the Executive nor any other person shall be, or shall have any
of the rights and privileges of, a shareholder of the Company with respect to any shares of Common Stock
purchasable or issuable upon the exercise of the Options, in whole or in part, prior to the date of exercise of the
Options and payment in full of the Aggregate Exercise Price therefor.

2.8 STOCK ADJUSTMENT. If there is any change in the number of issued and outstanding shares of Common
Stock by reason of any stock split, stock dividend, recapitalization or other similar transaction, then the number
of shares of Common Stock subject to the Options and the Exercise Price shall be proportionately adjusted.

                                                         5
2.9 STOCK RESERVED. The Company shall at all times during the term of this Agreement reserve and keep
available such number of shares of its authorized but unissued Common Stock, or its Common Stock held as
treasury stock, as shall be sufficient to satisfy the terms of this Agreement.

2.10 CORPORATE REORGANIZATION. If there shall be any capital reorganization or consolidation or
merger of the Company with another corporation or corporations or entity or entities, or any sale of all or
substantially all of the Company's properties and assets to any other corporation or corporations or entity or
entities, then, in any such event, the Company shall take such action as may be necessary to enable the Executive
to receive upon any subsequent exercise of the Options, in whole or in part, including any shares under the
Options for which the right to exercise has not accrued pursuant to the provisions of Section 2.4 above, in lieu of
shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization,
consolidation, merger or sale in respect of, or in exchange for, such shares of Common Stock.

                                                  ARTICLE III

                                   TERMINATION OF EMPLOYMENT

3.1 DEATH; DISABILITY. If the Executive's employment by the Company shall be terminated by reason of the
Executive's death or Disability, then all of the Options granted to the Executive pursuant to this Agreement which
have not previously vested shall vest on the date of death or Disability, as the case may be, and may be exercised
by the Executive or his estate, personal representative, executor, administrator or any person who acquired such
Options by will or by the laws of descent and distribution, as the case may be, at any time prior to the earlier of
(a) the expiration date of such Options set forth in this Agreement or (b) one year after the date of termination of
employment.

3.2 CAUSE. If the Executive's employment by the Company shall be terminated for Cause, then:

(a) all of the Options granted to the Executive pursuant to this Agreement which shall not have vested shall
terminate on the date of termination of employment; and

(b) all of the Options granted to the Executive pursuant to this Agreement which shall have vested but which shall
not have been previously exercised by the Executive shall terminate on the date of termination of employment.

3.3 OTHER TERMINATION. If the Executive's employment by the Company shall be terminated for any
reason other than one set forth in Section 3.1 or
Section 3.2 above, then:

                                                         6
(a) all of the Options granted to the Executive pursuant to this Agreement which shall not have previously vested
shall terminate on the date of termination of employment; and

(b) all of the Options granted to the Executive pursuant to this Agreement which shall have previously vested but
which shall not have been previously exercised by the Executive may be exercised by the Executive at any time
prior to the earlier of (i) the expiration date of such Options set forth in this Agreement or (ii) three months from
and after the date of termination of employment.

                                                   ARTICLE IV

                                        DELIVERY OF CERTIFICATES

As soon as practicable following any exercise by the Executive of the Options, the Company shall deliver or
cause to be delivered to the Executive a certificate or certificates representing the shares of Common Stock
acquired pursuant to any such exercise; provided, however, that the Company may postpone the time of delivery
of any certificate for such period of time as the Company shall deem necessary or desirable in order to enable it
to comply with (i) the listing requirements of any securities exchange or the National Association of Securities
Dealers, Inc. Automated Quotation system, (ii) the requirements of the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(collectively, the "Federal Securities Laws"), or (iii) the requirements of any applicable state securities or blue sky
laws and the rules and regulations promulgated thereunder (collectively, the "State Securities Laws").

                                                    ARTICLE V

      CERTAIN REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS
                             OF THE EXECUTIVE

The Executive represents and warrants to the Company, and covenants and agrees with the Company, as
follows:

(a) The shares of Common Stock to be issued to the Executive upon any exercise of the Options are being
acquired by the Executive for his own account, and not for the account or beneficial interest of any other person
or entity. The shares of Common Stock to be issued to the Executive upon any exercise of the Options are not
being acquired by the Executive with a view to, or for resale in connection with, any "distribution" within the
meaning of the Federal Securities Laws or any applicable State Securities Laws.

                                                           7
(b) The shares of Common Stock to be issued to the Executive upon any exercise of the Options have not been,
and will not be, registered under the Federal Securities Laws or any State Securities Laws and, as such, must be
held by the Executive unless and until they are subsequently so registered under the Federal Securities Laws and
any applicable State Securities Laws or an exemption from registration thereunder is available. The shares of
Common Stock to be issued to the Executive upon any exercise of the Options constitute "restricted securities,"
as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities
Act.

(c) The Executive shall not sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of
(collectively, a "Transfer") any or all of the shares of Common Stock to be issued to him upon any exercise of the
Options, unless such Transfer is registered under the Federal Securities Laws and any applicable State Securities
Laws or a specific exemption from registration thereunder is available. Any Transfer of any or all of the shares of
Common Stock to be issued to the Executive upon any exercise of the Options which is made pursuant to an
exemption claimed under the Federal Securities Laws and any applicable State Securities Laws will require a
favorable opinion of the Executive's legal counsel, in form and in substance satisfactory to the Company and its
legal counsel, to the effect that such Transfer does not and will not violate the provisions of the Federal Securities
Laws or any applicable State Securities Laws.

(d) The Company is under no obligation whatsoever to file any registration statement under the Federal Securities
Laws or any State Securities Laws to register any Transfer of any shares of Common Stock held by the
Executive, or to take any other action necessary for the purpose of making an exemption from registration
available to the Executive in connection with any such Transfer. Stop transfer instructions will be issued by the
Company with respect to the shares of Common Stock to be issued to the Executive upon any exercise of the
Options.

(e) There will be placed upon all of the certificates representing shares of Common Stock delivered by the
Company to the Executive, and any and all certificates delivered in partial or total substitution therefor, a
restrictive legend which will read substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE
DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-
EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE,
HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE
PROVISIONS OF SECTION 5 OF THAT ACT.

                                                          8
                                                   ARTICLE VI

                               CHANGE IN CONTROL OF THE COMPANY

Upon the occurrence of any Change in Control of the Company, other than an Approved Change in Control of
the Company, notwithstanding anything to the contrary set forth herein, all of the Options granted hereunder shall
immediately vest and become exercisable in full.

                                                   ARTICLE VII

                                      MISCELLANEOUS PROVISIONS

7.1 GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in
accordance, with the laws of the State of Florida, without giving effect to the principles of the conflict of laws
thereof.

7.2 NOTICES. Any and all notices and other communications required or permitted to be given pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) two
days after having been delivered to Federal Express, DHL, UPS, Airborne or another recognized overnight
courier or delivery service, (c) when delivered by facsimile transmission, provided that an original copy of such
transmission shall be sent by first class mail, postage prepaid, or (d) five days after having been deposited into the
United States mail, by registered or certified mail, return receipt requested, postage prepaid, to the respective
parties at their respective addresses or to their respective facsimile telephone numbers, as follow:

          If to the Company:                          Last Mile Logistics Group, Inc.
                                                      6675 Amberton Drive
                                                      Elkridge, Maryland 21075
                                                      Attn: Chief Executive Officer

          If to the Executive:                        The home address for the Executive set forth
                                                      in the Company's records.




or to such other address as either party may from time to time give written notice of to the other in accordance
with the provisions of this Section 7.2.

7.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Company and the
Executive with respect to the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and arrangements, both oral and written, between the Company and the Executive with respect to
such subject matter.

                                                          9
7.4 AMENDMENTS. This Agreement may not be amended or modified in any manner, except by a written
instrument executed by each of the Company and the Executive.

7.5 BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon,
each of the Company and the Executive and their respective heirs, personal representatives, executors, legal
representatives, successors and assigns.

7.6 SEVERABILITY. The invalidity of any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any
part hereof, all of which are inserted conditionally on their being valid in law. If any one or more of the words,
phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid by any court of
competent jurisdiction, then, in any such event, this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.

7.7 JURISDICTION AND VENUE; SERVICE OF PROCESS; WAIVER OF TRIAL BY JURY. If any
dispute or controversy shall arise between the Company and the Executive, then such dispute or controversy may
only be brought for resolution in the United States District Court for the District of Maryland or in the appropriate
state court in and for Howard County, Maryland. Each of the Company and the Executive consents to the
jurisdiction and venue of such courts, and agrees that it or he shall not contest or challenge the jurisdiction or
venue of such courts. Each of the Company and the Executive agrees that service of any process, summons,
notice or document, by United States registered or certified mail, to its or his address set forth in or as provided
herein shall be effective service of process for any action, suit or proceeding brought against it or him in any such
court. In recognition of the fact that the issues which would arise under this Agreement are of such a complex
nature that they could not be properly tried before a jury, each of the Company and the Executive waives trial by
jury.

7.8 NO WAIVERS. The waiver by either party of a breach or violation of any provision of this Agreement by
any other party shall not operate nor be construed as a waiver of any subsequent breach or violation. The waiver
by either party to exercise any right or remedy it or he may possess shall not operate nor be construed as a bar to
the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

7.9 HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of any or all of the provisions hereof.

7.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate
parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be
deemed to constitute the one and the same instrument.

                                                         10
7.11 EFFECTIVE DATE. This Agreement shall be effective for all purposes as of October 1, 2006.

IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first
written above.

LAST MILE LOGISTICS GROUP, INC.

         By /s/ Regina R. Flood                                    /s/ Brian P. Flood
            -------------------------------------------            --------------------------
                  Regina R. Flood,                                       Brian P. Flood
                  Chairman and Chief Executive Officer




                                                   11
EXHIBIT 10.11

                                             PROMISSORY NOTE

FOR VALUE RECEIVED, Last Mile Logistics Group, Inc., a Florida corporation (the "Maker"), promises to
pay to the order of James A. Rose, II, an individual (the "Payee"), in lawful money of the United States of
America, the principal amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00), together with
simple interest on the principal amount of this Promissory Note (the "Note") from time to time outstanding at the
rate of six percent (6%) per annum.

On the last day of December, March, June and September of each calendar year, commencing on December 31,
2006, Fifteen Thousand Dollars ($15,000.00) of the principal amount of this Note, together with all interest
accrued thereon, shall be due and payable hereunder. The entire unpaid principal amount of this Note, together
with all unpaid interest accrued thereon, shall be finally due and payable on September 30, 2008; provided,
however, that if the Maker shall complete a financing, whether of debt, equity or a combination thereof, which
results in the Maker receiving net proceeds of One Hundred Fifty Thousand Dollars ($150,000.00) or more,
then the entire unpaid principal amount of this Note, together with all unpaid interest accrued thereon, shall be
finally due and payable on the date of receipt by the Maker of such net proceeds.

The principal amount of this Note and any interest accrued thereon may be prepaid in whole or in part at any time
prior to maturity without premium or penalty of any kind. Any amount paid to the Payee or other holder hereof
shall be applied first to interest accrued to the date of such payment and then to the principal amount hereof then
outstanding.

The occurrence of any one or more of the following events or conditions shall constitute an "Event of Default"
under this Note:

(a) The Maker shall fail for any reason to make any payment, whether of principal or interest, when due and
payable pursuant to the provisions of this Note;

(b) The Maker or its wholly-owned subsidiary, Chesapeake Logistics, LLC, a Maryland limited liability company
(the "Subsidiary"), shall fail to observe or to perform any or all of its respective material agreements, covenants
and obligations, or shall otherwise breach, violate or default under, any material agreement, note, mortgage, lease,
contract, guaranty or other instrument to which it is a party or by which it or a substantial portion of its respective
properties or assets are bound;

(c) A final judgment shall be entered against the Maker or the Subsidiary which is not satisfied or bonded in full
within sixty (60) days after the date of the entry thereof;

(d) Any or all of the assets and properties of the Maker or the Subsidiary shall be levied upon, seized or
attached;
(e) The Maker or the Subsidiary shall (i) admit in writing its inability to pay its debts generally as they become
due, (ii) file a voluntary petition under any bankruptcy, insolvency or other law for the relief or aid of debtors, (iii)
make any assignment for the benefit of its creditors or (iv) enter into any composition agreement;

(f) An involuntary petition shall be filed against the Maker or the Subsidiary under any bankruptcy, insolvency or
other law for the relief or aid of debtors, which involuntary petition is not dismissed within sixty (60) days after the
date of the filing thereof;

(g) Any court of competent jurisdiction shall find that the Maker or the Subsidiary is insolvent or bankrupt;

(h) A receiver or trustee shall be appointed for the Maker or the Subsidiary or for all or a substantial portion of
its respective assets and properties; or

(i) The Maker or the Subsidiary shall cease to conduct its business, adopt any plan of liquidation, liquidate or
dissolve.

Upon the occurrence of any Event of Default:

(1) all amounts outstanding hereunder, whether principal, interest or otherwise, shall, at the option of the Payee or
other holder hereof, become immediately due and payable;

(2) simple interest shall accrue on the then outstanding principal amount hereof from the date of any such Event of
Default to the date of payment in full of the then outstanding principal amount hereof at the highest rate of interest
permitted by the laws of the State of Maryland; and

(3) the Maker shall pay all reasonable costs and expenses of collection of this Note, including without limitation
reasonable attorneys' fees, costs and expenses, paid or incurred by the Payee or other holder hereof, whether
paid or incurred in connection with collection by suit or otherwise.

The Maker and each endorser of this Note severally waives demand, protest, presentment and notice of maturity,
non-payment or protest and any and all requirements necessary to hold each of them liable as a maker or
endorser hereof.

The waiver by the Payee or other holder of this Note of the Maker's prompt and complete performance of, or
default under, any provision of this Note shall not operate nor be construed as a waiver of any subsequent breach
or default and the failure by the Payee or other holder hereof to exercise any right or remedy which he may
possess hereunder shall not operate nor be construed as a bar to the exercise of any such right or remedy upon
the occurrence of any subsequent breach or default.

                                                            2
This Note shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State
of Maryland. This Note may not be modified or amended, except by a written instrument executed by the Maker
and the Payee or other holder hereof.

This Note shall be effective for all purposes as of October 1, 2006.

IN WITNESS WHEREOF, the Maker, by and through its undersigned officer thereunto duly authorized, has
executed and delivered this Note on October 2, 2006.

                                 LAST MILE LOGISTICS GROUP, INC.

                               By: /S/ REGINA R. FLOOD
                                   --------------------------------
                                       Regina R. Flood,
                                       Chairman and Chief Executive Officer




                                                 GUARANTY

The undersigned, constituting the holders of a majority of the number of issued and outstanding shares of common
stock of Last Mile Logistics Group, Inc., a Florida corporation, jointly and severally, hereby absolutely and
unconditionally guaranty the payment and performance of the foregoing Promissory Note by Last Mile Logistics
Group, Inc., a Florida corporation, as maker thereof.

IN WITNESS WHEREOF, the undersigned have executed and delivered this instrument on October 2, 2006.

                                       /S/ REGINA R. FLOOD
                                       ------------------------------
                                           Regina R. Flood




                                       /S/ BRIAN P. FLOOD
                                       ------------------------------
                                           Brian P. Flood




                                                        3
EXHIBIT 10.12

                                        MODIFICATION AGREEMENT

THIS MODIFICATION AGREEMENT is entered into on October 2, 2006 by and among LAST MILE
LOGISTICS GROUP, INC., a Florida corporation ("LMLG"), CHESAPEAKE LOGISTICS, LLC, a
Maryland limited liability company ("CL"), and CHARLES H. DEVRIES, an individual ("DeVries").

                                                     RECITALS:

A. CL has previously issued to DeVries a Convertible Promissory Note dated September 1, 2006, a copy of
which is attached as Exhibit A hereto (the "Original Note").

B. LMLG, CL and the members of CL have entered into a Contribution Agreement dated October 2, 2006 (the
"Contribution Agreement"), pursuant to which, among other things, the members of CL have contributed to the
capital of LMLG all of the issued and outstanding Units of CL and the Company has issued shares of its
Common Stock, par value $.0001 per share, to the members of CL.

C. As a result of the completion of the transactions contemplated by the Contribution Agreement, CL has
become a wholly-owned subsidiary of LMLG.

D. Each of the parties desires to preserve the purposes and intents of the Original Note in light of the completion
of the transactions contemplated by the Contribution Agreement.

E. Each of the parties believes that it is in its or his best interests to enter into this Modification Agreement (the
"Agreement") and desires to do so.

NOW, THEREFORE, in consideration of the Recitals and the respective covenants and agreements of the
parties set forth herein, each of the parties agrees as follows:

1. CANCELLATION OF ORIGINAL NOTE. Simultaneously with the execution and delivery of this
Agreement, DeVries is delivering the Original Note to CL marked "cancelled."

2. AMENDED AND RESTATED NOTE. Simultaneously with the execution and delivery of this Agreement,
LMLG and CL are executing and delivering to DeVries an Amended and Restated Promissory Note of even
date herewith in the principal amount of One Hundred Thousand Dollars ($100,000.00) in substantially the form
of Exhibit B attached hereto (the "Amended and Restated Note").
3. WARRANTS. Simultaneously with the execution and delivery of this Agreement, LMLG is executing and
delivering to DeVries Warrants in substantially the form of Exhibit C attached hereto.

4. SUBSCRIPTION AGREEMENT AND CONFIDENTIAL PURCHASER QUESTIONNAIRE. DeVries
has previously executed and delivered to CL a Subscription Agreement and Confidential Purchaser
Questionnaire. DeVries represents and warrants to LMLG and CL that all of the representations and warranties
made by him in the Subscription Agreement and the Confidential Purchaser Questionnaire are true, correct and
complete on the date of this Agreement. DeVries agrees with LMLG and CL that will comply with all of the
covenants and agreements made by him in the Subscription Agreement. DeVries acknowledges and agrees that
LMLG shall rely upon and be the beneficiary of the representations, warranties, covenants, agreements and
indemnities set forth in the Subscription Agreement and the Confidential Purchaser Questionnaire.

5. GOVERNING LAW. This Agreement shall be governed by, and shall be construed and interpreted in
accordance, with the laws of the State of Maryland, without giving effect to the principles of conflicts of laws
thereof.

6. ENTIRE AGREEMENT. This Agreement, together with the exhibits attached hereto, constitutes the entire
agreement among the parties with respect to the subject matter hereof and supersede all prior agreements,
understandings, negotiations and arrangements, both oral and written, among the parties with respect to such
subject matter. This Agreement may not be amended or modified in any manner, except by a written instrument
executed by all of the parties hereto.

7. BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of, and shall be binding upon, the
parties hereto and their respective heirs, personal representatives, executors, legal representatives, successors
and assigns.

8. HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of any or all of the provisions hereof.

9. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the separate
parties in separate counterparts, each of which shall be deemed to constitute an original and all of which shall be
deemed to constitute the one and the same instrument.

10. EFFECTIVE DATE. This Agreement shall be effective for all purposes as of October 1, 2006.

                                                         2
IN WITNESS WHEREOF, each of the parties has executed and delivered this Agreement on the date first
written above.

         CHESAPEAKE LOGISTICS, LLC                         LAST MILE LOGISTICS GROUP, INC.

         By /S/ REGINA R. FLOOD                            By /S/ REGINA R. FLOOD
            -----------------------------------------         ------------------------------
                  Regina R. Flood,                                  Regina R. Flood,
                  Chief Executive Officer                           Chief Executive Officer




         /S/ CHARLES H. DEVRIES
         --------------------------------------------
                  Charles H. DeVries




                                                   3
                                                  EXHIBIT A

THIS CONVERTIBLE PROMISSORY NOTE AND THE UNITS INTO WHICH THE PRINCIPAL
AMOUNT HEREOF MAY BE CONVERTED MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED, OR OTHERWISE DISPOSED OF
UNLESS (A) THEY ARE COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE
AMENDMENT THERETO, EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
(B) SUCH SALE, ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION,
ENCUMBRANCE OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5
OF THAT ACT AND ANY OTHER APPLICABLE SECURITIES LAWS.

                                  CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, CHESAPEAKE LOGISTICS, LLC, a Maryland limited liability company (the
"Maker"), promises to pay to the order of CHARLES H. DEVRIES, an individual (the Payee"), the principal
amount of One Hundred Thousand Dollars ($100,000.00), together with simple interest on the principal amount
of this Convertible Promissory Note (the "Note") from time to time outstanding at the rate of nine percent (9%)
per annum.

Interest accrued on the principal amount of this Note from time to time outstanding shall be payable monthly,
commencing on October 1, 2006 and continuing on the first day of each calendar month thereafter through and
including March 1, 2007. The entire principal amount of this Note, together with any and all unpaid interest
accrued thereon, shall be finally due and payable on March 1, 2007 (the "Maturity Date").

PAYMENT. The principal amount of this Note and any interest accrued thereon may be prepaid in whole or in
part at any time prior to the Maturity Date, without premium or penalty of any kind; provided, however, that, if
any payment of all or a portion of the principal amount of this Note is to be made by the Maker prior to the
Maturity Date, then the Maker shall give the Payee or other holder hereof five days prior notice of any such
payment. Any amount paid to the Payee or other holder hereof shall be applied first to interest accrued to the
date of such payment and then to the principal amount of this Note then outstanding.

EVENTS OF DEFAULT. The occurrence of any one or more of the following events or conditions shall
constitute an "Event of Default" under this Note:

(a) The Maker shall fail for any reason to make any payment, whether of principal or interest, when due and
payable pursuant to the provisions of this Note;

                                                        4
(b) The Maker shall fail to observe or to perform any or all of its material agreements, covenants and obligations,
or shall otherwise breach, violate or default under, any material agreement, note, mortgage, lease, contract,
guaranty or other instrument to which it is a party or by which it or a substantial portion of its properties or assets
are bound;

(c) A final judgment shall be entered against the Maker which is not satisfied or bonded in full within sixty (60)
days after the date of the entry thereof;

(d) Any or all of the assets and properties of the Maker shall be levied upon, seized or attached;

(e) The Maker shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a
voluntary petition under any bankruptcy, insolvency or other law for the relief or aid of debtors, (iii) make any
assignment for the benefit of its creditors or (iv) enter into any composition agreement;

(f) An involuntary petition shall be filed against the Maker under any bankruptcy, insolvency or other law for the
relief or aid of debtors, which involuntary petition is not dismissed within sixty (60) days after the date of the filing
thereof;

(g) Any court of competent jurisdiction shall find that the Maker is insolvent or bankrupt;

(h) A receiver or trustee shall be appointed for the Maker or for all or a substantial portion of its assets and
properties; or

(i) The Maker shall cease to conduct its business, adopt any plan of liquidation, liquidate or dissolve.

REMEDIES. Upon the occurrence of any Event of Default, at the option of the Payee or other holder hereof:

(1) all amounts outstanding hereunder, whether principal, interest or otherwise, shall become immediately due and
payable;

(2) simple interest shall accrue on the then outstanding principal amount hereof from the date of any such Event of
Default to the date of payment in full of the then outstanding principal amount hereof at the highest rate of interest
permitted by the laws of the State of Maryland; and

(3) the Maker shall pay all reasonable costs and expenses of collection of this Note, including without limitation
reasonable attorneys' fees, costs and expenses, paid or incurred by the Payee or other holder hereof, whether
paid or incurred in connection with collection by suit or otherwise.

                                                            5
CONVERSION. At any time prior to the Maturity Date, all of the outstanding principal amount of this Note may
be converted on one occasion into One Million (1,000,000) Units (as such term is defined in that certain
Amended and Restated Operating Agreement of the Maker dated as of January 2, 2006 [the "Operating
Agreement"]). Any such conversion shall take place upon the delivery by the Payee or other holder hereof of
written notice of conversion to the Maker, together with this Note marked "cancelled." The Maker shall cause the
parties to the Operating Agreement promptly to execute and deliver a Second Amended and Restated Operating
Agreement reflecting the ownership of Units by the Payee, and the Payee shall promptly execute and deliver such
Second Amended and Restated Operating Agreement.

WAIVERS. The Maker and each endorser of this Note severally waives demand, protest, presentment and
notice of maturity, non-payment or protest and any and all requirements necessary to hold each of them liable as
a maker or endorser hereof.

The waiver by the Payee or other holder of this Note of the Maker's prompt and complete performance of, or
default under, any provision of this Note shall not operate nor be construed as a waiver of any subsequent breach
or default and the failure by the Payee or other holder hereof to exercise any right or remedy which he may
possess hereunder shall not operate nor be construed as a bar to the exercise of any such right or remedy upon
the occurrence of any subsequent breach or default.

GOVERNING LAW. This Note shall be governed by, and shall be construed and interpreted in accordance
with, the laws of the State of Maryland.

ENTIRE AGREEMENT. This Note constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both
oral and written, between the parties with respect to such subject matter. This Note may not be modified,
amended, altered or changed unless by a written instrument executed and delivered by the Maker.

BENEFITS; BINDING EFFECT. This Note shall be for the benefit of, and shall be binding upon, the parties
hereto and their respective successors and assigns.

HEADINGS. The headings contained in this Note are for reference purposes only and shall not affect in any way
the meaning or interpretation of any or all of the provisions hereof.

                                          SIGNATURE FOLLOWS

                                                        6
IN WITNESS WHEREOF, the Maker, by and through its undersigned officer thereunto duly authorized, has
executed and delivered this Note as of September 1, 2006.

                                  CHESAPEAKE LOGISTICS, LLC

                         By /S/ REGINA R. FLOOD
                            ----------------------------------------------
                                  Regina R. Flood, Chief Executive Officer




                                                   7
                                                  EXHIBIT B

THIS PROMISSORY NOTE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED,
PLEDGED, HYPOTHECATED, ENCUMBERED, OR OTHERWISE DISPOSED OF UNLESS (A) IT IS
COVERED BY A REGISTRATION STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO,
EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE,
ASSIGNMENT, TRANSFER, CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR
OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THAT ACT AND
ANY OTHER APPLICABLE SECURITIES LAWS.

                                       AMENDED AND RESTATED
                                         PROMISSORY NOTE

FOR VALUE RECEIVED, LAST MILE LOGISTICS GROUP, INC., a Florida corporation ("LMLG"), AND
CHESAPEAKE LOGISTICS, LLC, a Maryland limited liability company ("CL"), jointly and severally promise
to pay to the order of CHARLES H. DEVRIES, an individual (the Payee"), the principal amount of One
Hundred Thousand Dollars ($100,000.00), together with simple interest on the principal amount of this Amended
and Restated Promissory Note (the "Note") from time to time outstanding at the rate of nine percent (9%) per
annum. LMLG and CL are hereinafter collectively referred to as the "Maker."

Interest accrued on the principal amount of this Note from time to time outstanding shall be payable monthly,
commencing on October 31, 2006 and continuing on the last day of each calendar month thereafter through and
including June 30, 2007. The entire principal amount of this Note, together with any and all unpaid interest
accrued thereon, shall be finally due and payable on June 30, 2007 (the "Maturity Date").

PAYMENT. The principal amount of this Note and any interest accrued thereon may be prepaid in whole or in
part at any time prior to the Maturity Date, without premium or penalty of any kind; provided, however, that, if
any payment of all or a portion of the principal amount of this Note is to be made by the Maker prior to the
Maturity Date, then the Maker shall give the Payee or other holder hereof five days prior notice of any such
payment. Any amount paid to the Payee or other holder hereof shall be applied first to interest accrued to the
date of such payment and then to the principal amount of this Note then outstanding.

EVENTS OF DEFAULT. The occurrence of any one or more of the following events or conditions shall
constitute an "Event of Default" under this Note:

(a) The Maker shall fail for any reason to make any payment, whether of principal or interest, when due and
payable pursuant to the provisions of this Note;

                                                        8
(b) The Maker shall fail to observe or to perform any or all of its material agreements, covenants and obligations,
or shall otherwise breach, violate or default under, any material agreement, note, mortgage, lease, contract,
guaranty or other instrument to which it is a party or by which it or a substantial portion of its properties or assets
are bound;

(c) A final judgment shall be entered against the Maker which is not satisfied or bonded in full within sixty (60)
days after the date of the entry thereof;

(d) Any or all of the assets and properties of the Maker shall be levied upon, seized or attached;

(e) The Maker shall (i) admit in writing its inability to pay its debts generally as they become due, (ii) file a
voluntary petition under any bankruptcy, insolvency or other law for the relief or aid of debtors, (iii) make any
assignment for the benefit of its creditors or (iv) enter into any composition agreement;

(f) An involuntary petition shall be filed against the Maker under any bankruptcy, insolvency or other law for the
relief or aid of debtors, which involuntary petition is not dismissed within sixty (60) days after the date of the filing
thereof;

(g) Any court of competent jurisdiction shall find that the Maker is insolvent or bankrupt;

(h) A receiver or trustee shall be appointed for the Maker or for all or a substantial portion of its assets and
properties; or

(i) The Maker shall cease to conduct its business, adopt any plan of liquidation, liquidate or dissolve.

REMEDIES. Upon the occurrence of any Event of Default, at the option of the Payee or other holder hereof:

(1) all amounts outstanding hereunder, whether principal, interest or otherwise, shall become immediately due and
payable;

(2) simple interest shall accrue on the then outstanding principal amount hereof from the date of any such Event of
Default to the date of payment in full of the then outstanding principal amount hereof at the highest rate of interest
permitted by the laws of the State of Maryland; and

(3) the Maker shall pay all reasonable costs and expenses of collection of this Note, including without limitation
reasonable attorneys' fees, costs and expenses, paid or incurred by the Payee or other holder hereof, whether
paid or incurred in connection with collection by suit or otherwise.

                                                            9
WAIVERS. The Maker and each endorser of this Note severally waives demand, protest, presentment and
notice of maturity, non-payment or protest and any and all requirements necessary to hold each of them liable as
a maker or endorser hereof.

The waiver by the Payee or other holder of this Note of the Maker's prompt and complete performance of, or
default under, any provision of this Note shall not operate nor be construed as a waiver of any subsequent breach
or default and the failure by the Payee or other holder hereof to exercise any right or remedy which he may
possess hereunder shall not operate nor be construed as a bar to the exercise of any such right or remedy upon
the occurrence of any subsequent breach or default.

GOVERNING LAW. This Note shall be governed by, and shall be construed and interpreted in accordance
with, the laws of the State of Maryland.

ENTIRE AGREEMENT. This Note constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both
oral and written, between the parties with respect to such subject matter. This Note may not be modified,
amended, altered or changed unless by a written instrument executed and delivered by the Maker.

BENEFITS; BINDING EFFECT. This Note shall be for the benefit of, and shall be binding upon, the parties
hereto and their respective successors and assigns.

HEADINGS. The headings contained in this Note are for reference purposes only and shall not affect in any way
the meaning or interpretation of any or all of the provisions hereof.

REPLACEMENT AND SUBSTITUTION. This Note is given in replacement of and in substitution for that
certain Promissory Note dated September 1, 2006 made by CL to the order of the Payee.

EFFECTIVE DATE. This Note shall be effective for all purposes as of October 1, 2006.

IN WITNESS WHEREOF, the Maker, by and through its undersigned officer thereunto duly authorized, has
executed and delivered this Note on October 2, 2006.

         LAST MILE LOGISTICS GROUP, INC.                     CHESAPEAKE LOGISTICS, LLC

         By /S/ REGINA R. FLOOD                              By /S/ REGINA R. FLOOD
            -----------------------------                       ---------------------------------
                  Regina R. Flood,                                  Regina R. Flood,
                  Chief Executive Officer                           Chief Executive Officer




                                                       10
                                                   EXHIBIT C

NEITHER THIS WARRANT NOR THE SHARES UNDERLYING THIS WARRANT MAY BE SOLD,
ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR
OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION
STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER,
CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS
EXEMPT FROM THE PROVISIONS OF
SECTION 5 OF THAT ACT.

                                  LAST MILE LOGISTICS GROUP, INC.

               WARRANT TO PURCHASE 1,000,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, CHARLES H. DEVRIES, an individual, or his transferees or assigns (the "Holder"),
is entitled to purchase, subject to the provisions hereof, from LAST MILE LOGISTICS GROUP, INC., a
Florida corporation (the "Issuer"), One Million (1,000,000) fully paid, validly issued and non-assessable shares of
common stock (the "Common Stock"), of the Issuer (the "Shares"), at an exercise price equal to Ten Cents
($0.10) per share. The right to purchase the Shares under this Warrant is exercisable, in whole or in part, at any
time subsequent to the date hereof, but prior to 5:00 p.m., Eastern time, on June 30, 2007.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant
to the provisions of this Warrant) are hereinafter sometimes referred to as "Warrant Shares" and the exercise
price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price." This Warrant and all warrants issued upon transfer, division or in substitution thereof are
hereinafter sometimes referred to as the "Warrants."

1. EXERCISE OF WARRANT.

(a) This Warrant may be exercised by presentation and surrender to the Issuer at its principal office, or at the
office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer
or by certified or official bank check.

(b) As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock
Exchange, Inc. trading days, the Issuer shall issue and deliver to the Holder a certificate or certificates
representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be
indicated on the Purchase Form), registered in the name of the Holder or its designee. Such certificate(s) shall
bear a restrictive legend restricting the transferability of such Shares under the Securities Act of 1933, as
amended (the "Act"), in the event the Shares have not been registered under the Act pursuant to paragraph (h)
below prior to their issuance.

                                                        11
(c) If this Warrant is exercised only in part, the Issuer also shall issue and deliver to the Holder a new Warrant,
substantially in the form of this Warrant, covering the number of Warrant Shares which then are issuable
hereunder.

(d) Upon receipt by the Issuer of this Warrant at its office, or by the principal stock transfer agent of the Issuer at
its office, in proper form for exercise, the Holder shall as of that date deemed to be the holder of record of the
number of Warrant Shares specified in the Purchase Form.

(e) The Issuer shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of Warrant Shares on exercise of this Warrant.

2. RESERVATION OF SHARES. The Issuer shall at all times reserve and keep available, free from pre-
emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such
number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

3. FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant.

4. TRANSFER OF WARRANT. This Warrant may be transferred in whole or in part only in accordance with
the terms of the restrictive legend appearing on the first page of this Warrant.

5. LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Issuer of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Issuer will
execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall
not constitute an additional contractual obligation on the part of the Issuer, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

6. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
in the Issuer, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant
and are not enforceable against the Issuer except to the extent set forth herein.

7. ANTI-DILUTION RIGHTS.

(a) If at any time after the date hereof the Issuer declares or authorizes any dividend (other than a cash dividend),
stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization,
reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or
liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or
another class or classes of stock of the Issuer, then the Issuer shall cause effective provision to be made so that
the Holder shall, upon exercise of this Warrant following such event, be entitled to receive the number

                                                          12
of shares of stock or other securities or the cash or property of the Issuer (or of the successor corporation or
other entity resulting from any consolidation or merger) to which the Warrant Shares (and any other securities)
deliverable upon the exercise of this Warrant would have been entitled if this Warrant had been exercised
immediately prior to the earlier of (i) such event and (ii) the record date, if any, set for determining the
stockholders entitled to participate in such event, and the Exercise Price shall be adjusted appropriately so that
the aggregate amount payable by the Holder hereof upon the full exercise of this Warrant remains the same. The
Issuer shall not effect any recapitalization, reclassification (including any consolidation or merger) unless, upon the
consummation thereof, the successor corporation or entity shall assume by written instrument the obligation to
deliver to the Holder hereof the shares of stock, securities, cash or property that the holder shall be entitled to
acquire in accordance with the foregoing provisions, which instrument shall contain provisions calculated to
ensure for the Holder, to the greatest extent practicable, the benefits provided for in this Warrant.

(b) In the event the Issuer shall distribute to all of the holders of shares of the Issuer's Common Stock evidences
of indebtedness or rights, options or warrants or other securities exercisable or convertible into or exchangeable
for shares of the Issuer's Common Stock, the Holder shall receive the indebtedness or securities which would be
receivable in such transaction by a holder or holders of the number of shares of the Issuer's Common Stock into
which the Warrant, as applicable, entitled the Holder thereof to purchase immediately prior to such distribution.

(c) If pursuant to the provisions of this paragraph (g) the Holder would be entitled to receive shares of stock or
other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant,
then the Issuer shall at all times reserve and keep available sufficient shares of other securities to permit the Issuer
to issue such additional shares or other securities upon the exercise of this Warrant.

(d) The Issuer shall at any time if so requested by the Holder furnish a written summary of all adjustments made
pursuant to this paragraph (g) promptly following any such request.

9. SURVIVAL. Any obligation of the Issuer under this Warrant, the complete performance of which may require
performance beyond the term of this Warrant, shall survive the expiration of such term.

10. AMENDMENTS AND WAIVERS. The respective rights and obligations of the Issuer and the Holder may
be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be
enforced.

11. GOVERNING LAW. This Warrant shall be governed by, and shall be construed and interpreted in
accordance, with the laws of the State of Florida, without giving effect to the principles of conflicts of laws
thereof.

                                                          13
12. ENTIRE AGREEMENT. This Agreement, together with the exhibits attached hereto, constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersede all prior agreements,
understandings, negotiations and arrangements, both oral and written, between the parties with respect to such
subject matter.

13. BENEFITS; BINDING EFFECT. This Warrant shall be for the benefit of, and shall be binding upon, the
parties hereto and their respective heirs, personal representatives, executors, legal representatives, successors
and assigns.

14. HEADINGS. The headings contained in this Warrant are for reference purposes only and shall not affect in
any way the meaning or interpretation of any or all of the provisions hereof.

15. EFFECTIVE DATE. This Agreement shall be effective for all purposes as of October 1, 2006.

IN WITNESS WHEREOF, the Issuer has caused this Warrant to be executed and delivered by its undersigned
officer thereunto duly authorized on October 2, 2006.

                                  LAST MILE LOGISTICS GROUP, INC.

                                      By: /S/ REGINA R. FLOOD
                                              -------------------------
                                              Regina R. Flood,
                                              Chief Executive Officer




                                                         14
                                           PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to ________ Shares and hereby
makes payment of $________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name: ________________________________________________________


                                  (Please typewrite or print in block letters)

Address: _____________________________________________________



Signature: ___________________________________________________

MEDALLION SIGNATURE GUARANTY:

                                                      15
                                          ASSIGNMENT FORM

FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfer unto

Name: __________________________________________________________________________


                                   (Please typewrite or print in block letters)

Address: _______________________________________________________________________

the right to purchase Shares represented by this Warrant to the extent of ____________Shares as to which such
right is exercisable and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the same
on the books of the Issuer with full power of substitution in the premises.

Dated: _________________

Signature: _______________________________________

MEDALLION SIGNATURE GUARANTY:

                                                       16
EXHIBIT 10.13

NEITHER THIS WARRANT NOR THE SHARES UNDERLYING THIS WARRANT MAY BE SOLD,
ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, HYPOTHECATED, ENCUMBERED OR
OTHERWISE DISPOSED OF UNLESS (A) THEY ARE COVERED BY A REGISTRATION
STATEMENT OR POST-EFFECTIVE AMENDMENT THERETO, EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (B) SUCH SALE, ASSIGNMENT, TRANSFER,
CONVEYANCE, PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER DISPOSITION IS
EXEMPT FROM THE PROVISIONS OF
SECTION 5 OF THAT ACT.

                                  LAST MILE LOGISTICS GROUP, INC.

               WARRANT TO PURCHASE 1,000,000 SHARES OF COMMON STOCK

FOR VALUE RECEIVED, JAMES A. ROSE, II, or his transferees or assigns (the "Holder"), is entitled to
purchase, subject to the provisions hereof, from Last Mile Logistics Group, a Florida corporation (the "Issuer"),
One Million (1,000,000) fully paid, validly issued and non-assessable shares of common stock (the "Common
Stock"), of the Issuer (the "Shares"), at an exercise price equal to Ten Cents ($0.10) per share. The right to
purchase the Shares under this Warrant is exercisable, in whole or in part, at any time subsequent to the date
hereof, but prior to 5:00 p.m., Eastern time, on October 1, 2011.

The Shares deliverable upon exercise of this Warrant (including any adjusted number of Shares issuable pursuant
to the provisions of this Warrant) are hereinafter sometimes referred to as "Warrant Shares" and the exercise
price per Share in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price." This Warrant and all warrants issued upon transfer, division or in substitution thereof are
hereinafter sometimes referred to as the "Warrants."

(a) EXERCISE OF WARRANT.

(i) This Warrant may be exercised by presentation and surrender to the Issuer at its principal office, or at the
office of its principal stock transfer agent, with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price for the Warrant Shares. Payment shall be made by wire transfer
or by certified or official bank check.

(ii) As soon as practicable after the exercise of this Warrant, and in any event within three New York Stock
Exchange, Inc. trading days, the Issuer shall issue and deliver to the Holder a certificate or certificates
representing the number of Shares issuable upon the exercise of this Warrant (or such lesser number as shall be
indicated on the Purchase Form), registered in the name of the Holder or its designee. Such certificate(s) shall
bear a restrictive legend restricting the transferability of such Shares under the Securities Act of 1933, as
amended (the "Act"), in the event the Shares have not been registered under the Act pursuant to paragraph (h)
below prior to their issuance.
(iii) If this Warrant is exercised only in part, the Issuer also shall issue and deliver to the Holder a new Warrant,
substantially in the form of this Warrant, covering the number of Warrant Shares which then are issuable
hereunder.

(iv) Upon receipt by the Issuer of this Warrant at its office, or by the principal stock transfer agent of the Issuer at
its office, in proper form for exercise, the Holder shall as of that date deemed to be the holder of record of the
number of Warrant Shares specified in the Purchase Form.

(v) The Issuer shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of Warrant Shares on exercise of this Warrant.

(b) RESERVATION OF SHARES. The Issuer shall at all times reserve and keep available, free from pre-
emptive rights, out of its authorized but unissued capital stock, for issuance on exercise of this Warrant, such
number of Shares as shall be required for issuance and delivery upon exercise of this Warrant.

(c) FRACTIONAL SHARES. No fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant.

(d) TRANSFER OF WARRANT. This Warrant may be transferred in whole or in part only in accordance with
the terms of the restrictive legend appearing on the first page of this Warrant.

(e) LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Issuer of evidence satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the
Issuer will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and
delivered shall not constitute an additional contractual obligation on the part of the Issuer, whether or not this
Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

(f) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
in the Issuer, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant
and are not enforceable against the Issuer except to the extent set forth herein.

(g) ANTI-DILUTION RIGHTS.

(i) If at any time after the date hereof the Issuer declares or authorizes any dividend (other than a cash dividend),
stock split, reverse stock split, combination, exchange of Shares, or there occurs any recapitalization,
reclassification (including any consolidation or merger), sale or acquisition of property or stock, reorganization or
liquidation, or if the outstanding Shares are changed into the same or a different number of Shares of the same or
another class or classes of stock of the Issuer, then the Issuer

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shall cause effective provision to be made so that the Holder shall, upon exercise of this Warrant following such
event, be entitled to receive the number of shares of stock or other securities or the cash or property of the Issuer
(or of the successor corporation or other entity resulting from any consolidation or merger) to which the Warrant
Shares (and any other securities) deliverable upon the exercise of this Warrant would have been entitled if this
Warrant had been exercised immediately prior to the earlier of (i) such event and (ii) the record date, if any, set
for determining the stockholders entitled to participate in such event, and the Exercise Price shall be adjusted
appropriately so that the aggregate amount payable by the Holder hereof upon the full exercise of this Warrant
remains the same. The Issuer shall not effect any recapitalization, reclassification (including any consolidation or
merger) unless, upon the consummation thereof, the successor corporation or entity shall assume by written
instrument the obligation to deliver to the Holder hereof the shares of stock, securities, cash or property that the
holder shall be entitled to acquire in accordance with the foregoing provisions, which instrument shall contain
provisions calculated to ensure for the Holder, to the greatest extent practicable, the benefits provided for in this
Warrant.

(ii) In the event the Issuer shall distribute to all of the holders of shares of the Issuer's Common Stock evidences
of indebtedness or rights, options or warrants or other securities exercisable or convertible into or exchangeable
for shares of the Issuer's Common Stock, the Holder shall receive the indebtedness or securities which would be
receivable in such transaction by a holder or holders of the number of shares of the Issuer's Common Stock into
which the Warrant, as applicable, entitled the Holder thereof to purchase immediately prior to such distribution.

(iii) If pursuant to the provisions of this paragraph (g) the Holder would be entitled to receive shares of stock or
other securities upon the exercise of this Warrant in addition to the Shares issuable upon exercise of this Warrant,
then the Issuer shall at all times reserve and keep available sufficient shares of other securities to permit the Issuer
to issue such additional shares or other securities upon the exercise of this Warrant.

(iv) The Issuer shall at any time if so requested by the Holder furnish a written summary of all adjustments made
pursuant to this paragraph (g) promptly following any such request.

(h) REGISTRATION OF SECURITIES. The holder shall have the right at any time and from time to time to
require the Issuer to register the Warrant and the Warrant Shares for resale to the public under the Securities Act
of 1933, as amended, and any applicable state securities or blue sky laws. Any request for such registration shall
be made by delivery of written notice to the Issuer. The Holder shall promptly furnish to the Issuer such
information as the Issuer shall reasonably request to enable it to prepare and file any and all required registration
statements and amendments thereto. Except as may be required by law, the Issuer shall pay all fees and costs
incurred in connection with the preparation and filing of any registration statement with the Securities and
Exchange Commission and any applicable state securities authorities.

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(i) SURVIVAL. Any obligation of the Issuer under this Warrant, the complete performance of which may require
performance beyond the term of this Warrant, shall survive the expiration of such term.

(j) AMENDMENTS AND WAIVERS. The respective rights and obligations of the Issuer and the Holder may
be modified or waived only by a writing executed by the party against whom the amendment or waiver is to be
enforced.

IN WITNESS WHEREOF, the Issuer has caused this Warrant to be executed and delivered by its undersigned
officer thereunto duly authorized on October 2, 2006.

                                LAST MILE LOGISTICS GROUP, INC.

                             By: /S/ REGINA R. FLOOD
                                 --------------------------------
                                     Regina R. Flood,
                                     Chairman and Chief Executive Officer




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                                           PURCHASE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant as to ________ Shares and hereby
makes payment of $________ in payment of the actual exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK:

Name: ________________________________________________________


                                  (Please typewrite or print in block letters)

Address: _____________________________________________________



Signature: ___________________________________________________

MEDALLION SIGNATURE GUARANTY:

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                                          ASSIGNMENT FORM

FOR VALUE RECEIVED, ___________________ hereby sells, assigns and transfer unto

Name: __________________________________________________________________________


                                   (Please typewrite or print in block letters)

Address: _______________________________________________________________________

the right to purchase Shares represented by this Warrant to the extent of ____________Shares as to which such
right is exercisable and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the same
on the books of the Issuer with full power of substitution in the premises.

Dated: _________________

Signature: _______________________________________

MEDALLION SIGNATURE GUARANTY:

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EXHIBIT 21

                      SUBSIDIARIES OF THE SMALL BUSINESS ISSUER

NAME STATE OF INCORPORATION

Chesapeake Logistics, LLC Maryland