ASSIGNMENT AND ASSUMPTION AGREEMENT

                                                                   Exhibit 10.20

                                                                  EXECUTION COPY

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

            This Assignment and Assumption Agreement (the "Assignment and
Assumption Agreement") is made, executed and delivered as of October 2, 2006
by and among each of TUG Logistics, Inc., Glare Logistics Inc., and TUG
Logistics (Miami), Inc. (collectively, the "Assignors) and Dolphin US Logistics,
Inc. (tbr: TUG USA, Inc.) (the "Assignee"). All capitalized terms not otherwise
defined herein shall have the respective meanings ascribed to them in the
Purchase Agreement (as defined below).

                                   WITNESSETH:

            WHEREAS, the parties hereto have entered into that certain
Asset/Stock Purchase Agreement dated as of October 2, 2006 (the "Purchase
Agreement"); and

            WHEREAS, in connection with the transactions contemplated by the
Purchase Agreement, the Assignors wish to assign all of their rights, title and
interest in, to and under (i) the "Contracts" as defined in the Purchase
Agreement (the "Contracts") and (ii) the "Leases" as defined in the Purchase
Agreement (the "Leases" and together with the Contracts, the "Assumed
Agreements").

            NOW, THEREFORE, in consideration of the foregoing premises, the
consideration set forth in the Purchase Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:

            Each of the Assignors hereby assigns, transfers and conveys to the
Assignee all of such Assignor's right, title and interest in, to and under the
Assumed Agreements.

            1. The Assignee hereby assumes all of each of the Assignors' right,
title and interest in, to and under the Assumed Agreements, and hereby agrees to
perform and discharge, as the same shall become due, all duties and obligations
of each of the Assignors under the Assumed Agreements, but only such duties and
obligations which arise during and are attributable to the period on and after
the date hereof.

            2. The Assignors shall authorize and direct each
customer/retailer/vendor, as applicable (a "Customer"), under the Contracts to
make payment of all invoices and other moneys due or arising under the Contracts
directly to accounts maintained and/or acquired from the Assignors by the
Assignee (or any account designated by the Assignee as a successor or
replacement bank account) and the Assignors will write letters to each Customer
of the Assignors or to such agents or representatives of the Assignors in whose
hands or control exists any moneys hereby assigned, as may be required by the
Assignee, informing each such person of this Assignment and instructing such
persons to remit promptly to the Assignee all moneys hereby assigned.

            3. The Assignors further covenant that they shall cause each
Customer, as required by the applicable Assumed Agreement, to execute a consent
(a "Consent") substantially in the form of EXHIBIT A hereto, upon execution and
delivery of this Assignment for each Customer listed in SCHEDULE 1 hereto.

            4. To the extent that the Assignors are unable to obtain any
necessary

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                                                                  EXECUTION COPY

consents of third parties to the consummation of the transactions contemplated
hereby under the Assumed Agreements, each of the Assignors covenants and agrees
to use its or his best efforts to obtain such consents subsequent to the date
hereof. To the extent that the assignment or the agreement to assign to