EMPLOYMENT AGREEMENT LOWER LAKES TOWING LTD.

(a)           The Company confirms the continuing appointment of the Executive in the position of President and recognizes for all purposes the Executive's past service with the Company. The Executive will be responsible for the general supervision and control over the day to day operations of the Company and each Member Company (to the extent permissible under laws and regulations applicable to the business of each such Member Company), and shall have such duties and responsibilities consistent therewith, including those duties and responsibilities set out in Schedule A to this Agreement. All senior management of the Company and each Member Company (to the extent permissible under laws and regulations applicable to the business of each such member Company) will report directly to the Executive. The Executive will report to the Board of Directors of the Company as required by law (and the Board of Directors of each   such Member Company, as applicable in accordance with law).  However, ultimately, the Executive will have a direct line reporting relationship with the Company’s parent, Rand Logistics, Inc. (“Rand”) and to its President and its CEO, which shall have overall decision making authority for the Company and each Member Company. The Executive will continue to serve on the Board of Directors of the Company. The Executive will also serve as the President of Lower Lakes Transportation Company, and as an officer and director of each such other Member Company and of Rand Logistics, Inc. ("Rand") to the extent desired by the Board of Directors of each such other Member Company or Rand, in each case without additional compensation therefor.

(b)           The Executive shall devote all of his business time, attention and energies, on a full time and exclusive basis, to the business and affairs of the Company and the Member Companies, shall use his best efforts to advance the best interests of the Company and the Member Companies, and shall not during the Term be engaged in any other business activities, whether or not such business activities are pursued for gain, profit or other pecuniary advantage, without approval of the Board of Directors of the Company; provided, however, that, it shall not be a violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees or (ii) manage passive personal investments, in either case so long as any such activities do not interfere with the performance of his responsibilities as an employee of the Company in accordance with this Agreement or adversely affect or negatively reflect upon the Company or the Member Companies.

(c)           Irrespective of anything else in this agreement to the contrary, the Executive agrees to comply with the Rand Insider Trading Policy and Procedure in place from time to time a copy of which is attached to this Agreement updated to March 19, 2008.

(a)           This Agreement will commence on October 8, 2009 and will continue for a fixed term, ending March 31, 2014 (the "Term") subject to paragraph 2 (b) and Section 9 of this Agreement. The Term may be extended upon mutual written agreement of the Parties (“Successive Term”). Notwithstanding Subsection 9.2 of this Agreement, if at or near the end of the Term the parties agree in writing to negotiate or continue to negotiate the terms of an extension or a further extension of this Agreement, the Term or Successive Term shall be extended and the terms of this Agreement or successive agreement shall remain in effect until such date that one of the parties notifies the other in writing that negotiations for an extension or renewal are at an end at which date the Term shall be at an end.

(b)           In the event of a Change of Control of Rand, the Term set out in paragraph 2 (a) will be adjusted for all purposes of this Agreement (including, for greater certainty, Subsection 9.2) and shall end on a date that is 18 months from the date of Change of Control if such date is earlier than the end of the Term.  “Change of Control” shall mean (A) the consummation of a merger, or a sale of voting stock by the shareholders of Rand, in each case following which the holders of voting stock of Rand immediately prior to the consummation of such transaction do not hold at least 50.1% of the voting stock of the surviving entity, (B) the sale of all or substantially all the assets of Rand, or (C) a series of related transactions which has the effects referred to in clause (A) or (B) of this sentence.

The Executive will be paid a signing bonus of Cdn $328,000 (the “Signing Bonus”) on execution of this Agreement.

Should the Executive be terminated for Cause or should the Executive terminate his employment voluntarily without Good Reason as defined in this Agreement (collectively called “Bonus Termination”), the Executive will repay to the Company the Signing Bonus as follows:

100% of the Signing Bonus if Bonus Termination occurs before March 31, 2010;

80% of the Signing Bonus if Bonus Termination occurs before March 31, 2011;

60% of the Signing Bonus if Bonus Termination occurs before March 31, 2012;

40% of the Signing Bonus if Bonus Termination occurs before March 31, 2013; and

20% of the Signing Bonus if Bonus Termination occurs before March 31, 2014.

Without limiting or affecting any other rights and remedies that the Company might have at law, the Executive specifically authorizes and permits the Company to set-off and deduct as against any amount that the Executive is obligated to repay under this provision, any amount that the Company may owe or come to owe to the Executive, including, without limiting the forgoing, amounts payable to the Executive on account of Base Salary, bonus, shares, stock options and vacation pay.

Irrespective of the forgoing, in the event of a Change of Control of Rand, the Signing Bonus will be fully vested and shall not be clawed back on the basis set out in paragraph 4.1 (b). Change of Control has the meaning set out in section 2 (b) of this Agreement.

(b)           Fiscal 2010 to end of Term - An amount not less than 40% of Base Salary if the Company achieves a target to be set on an annual basis by the Board of Directors with input from the Executive and Rand. Financial results for meeting such targets will be measured from the Company's Audited Financial Statements for the fiscal year ending March 31. Bonus will be paid no later than the following September 30.  For greater certainty, although the Budget has been established for fiscal 2010, the Target for Bonus purposes will be different and will be determined as set out in the following paragraph.

The Bonus Plan in this 4.2(b) shall be adopted no later than the three month anniversary of the date of this Agreement, and shall be in form and substance acceptable to the Company or Member Company and reasonably satisfactory to the Executive. In the event that the Company or a Member Company fails to adopt a Bonus Plan that is reasonably satisfactory to the Executive on or prior to the three month anniversary of the date hereof, the Company or Member Company, as applicable, shall be obligated to retain, at its expense, the services of a reputable and recognized executive compensation consultant, which consultant shall, within mutually agreeable parameters and objectives established by the Company or Member Company and the Executive (which shall include a bonus plan structure that (i) provides for the commencement of bonus payments upon achievement of 100% of targeted EBITDA to be determined with the Executive's input, (ii) appropriately recognizes operational factors such as vessel accidents, capital expenditure levels, fuel and other operating costs and efficiencies) and (iii) provides for the ratable accrual of entitlements over the relevant fiscal year), recommend the terms of the Bonus Plan for adoption by the Company or Member Company, which recommendation shall be adopted by the Company or Member Company.

(a)           Stock Options

The Executive will be permitted to participate in Rand’s Stock Option Plan according to its terms at a level decided by Rand.

(b)           Restricted Shares

(i)           The Executive will receive 39,660 restricted shares of Rand (the “Restricted Shares”) under the terms of a Restricted Share Award Agreement between the Executive and Rand (the “Restricted Share Award Agreement”), such grant to be made and shares to be issued within 30 days of the date of this Agreement.

(ii)           The Executive understands that the award of Restricted Shares is governed by the Restricted Share Award Agreement, including terms restricting transferability of the shares and a term that Rand may retain custody of the Restricted Shares until the restrictions thereon have lapsed and all of the terms and conditions applicable to the grant have been satisfied.

(iii)           After the grant of Restricted Shares is made by Rand under the terms of the Restricted Share Award Agreement, the Company shall pay the Executive a cash amount equivalent to the fair market value (being the average of the high and low trading price of Rand’s shares) of 46.41% of 74,000 Restricted Shares as at the Grant Date set out in the Restricted Share Award Agreement (the “Cash Tax Withholding”). The Executive authorizes and directs the Company to remit the entire Cash Tax Withholding to the Canada Revenue Agency on account of the Executive’s Canadian income tax obligations relating to the award of Restricted Shares and the Cash Tax Withholding payment.

(iv)           Should the Executive be terminated for Cause or should the Executive terminate his employment voluntarily without Good Reason as defined in this Agreement, the Executive will repay to the Company the Cash Tax Withholding as follows:

100% of the Cash Tax Withholding if termination occurs before March 31, 2010;

80% of the Cash Tax Withholding if termination occurs before March 31, 2011;

60% of the Cash Tax Withholding if termination occurs before March 31, 2012;

40% of the Cash Tax Withholding if termination occurs before March 31, 2013; and

20% of the Cash Tax Withholding if termination occurs before March 31, 2014.

(v)           Without limiting or affecting any other rights and remedies that the Company might have at law, the Executive specifically authorizes and permits the Company to set-off and deduct as against any amount that the Executive is obligated to repay under this provision, any amount that the Company may owe or come to owe to the Executive, including, without limiting the forgoing, amounts payable to the Executive on account of Base Salary, bonus, shares, stock options and vacation pay.

(vi)           Irrespective of the forgoing, in the event of a Change of Control of Rand, the Cash Tax Withholding will be fully vested and shall not be clawed back on the basis set out in subparagraph 4.3 (b) (iv). Change of Control has the meaning set out in section 2 (b) of this Agreement.