Stonepath Group Inc Watch

from 8-K 10 pages February 9, 2007 Stonepath Group, Inc. 2200 Alaskan Way, Suite 200 Seattle, Washington Attention: Mr. Bob Arovas Dear Sirs: Re: Proposed Financing by Mass Financial Corp. the Following Letter Agreement Sets Out the Terms Upon Which Mass Financial Corp. or One of Its Affiliates (“Mass”) Will Provide Financing to Stonepath Group, Inc. (“Stonepath”). the Terms Are as Follows: 1. Assignment: Mass Expects to Purchase From Laurus Master Fund. Ltd. (“Laurus”) All the Amounts Loaned by Laurus to Stonepath Together With All of the Various Security Granted by Stonepath to Laurus (The “Assignment”). 2. Financing: Mass Will Provide or Arrange a Revolving Line of Credit in the Amount of $20 Million (The “Loc”), Which Loc Will Be Convertible Into Common Shares of Stonepath at a Conversion Rate Equal to 85% of the Per Share of Common Stock Value to Be Established by a Third Party

from 8-K 12 pages Assignment of Loans, Liens and Loan Documents

from 8-K 4 pages Amendment to Term Credit Agreement

from 8-K 9 pages Secured Revolving Note

from 10-Q 8 pages Tenth Amendment to Loan and Security Agreement

from 8-K 11 pages Seventh Amendment to Loan and Security Agreement

from S-1 ~10 pages Loan Agreement Dated June 26, 1998

from S-1 1 page Amendment No. 2 to Loan Agreement

from S-1 1 page Amendment No. 1 to Loan Agreement

from S-1 ~10 pages Loan Agreement Dated May 26, 1999