SECURED REVOLVING NOTE

Revolving Credit Agreement

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STONEPATH GROUP INC

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Title: SECURED REVOLVING NOTE
Governing Law: New York Date: 9/7/2005
Industry: Misc. Transportation Sector: Transportation

SECURED REVOLVING NOTE, Parties: stonepath group inc

Exhibit 10.25

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STONEPATH GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURED REVOLVING NOTE

FOR VALUE RECEIVED, each of STONEPATH GROUP, INC., a Delaware corporation (the “ Parent ”), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a “ Company ” and collectively, the “ Companies ”), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the “ Holder ”) or its registered assigns or successors in interest, the sum of Twenty Five Million Dollars ($25,000,000), or, if different, the aggregate principal amount of all Loans (as defined in the Security Agreement referred to below), without duplication of any amounts owing by the Companies to the Holder under the Minimum Borrowing Note (as defined in the Security Agreement referred to below), or, if different, the aggregate principal amount of all Loans (as defined in the Security Agreement referred to below), together with any accrued and unpaid interest hereon, on August 30, 2008 (the “ Maturity Date ”) if not sooner indefeasibly paid in full.

This Secured Revolving Note (this “ Note ”) is intended to be a registered obligation within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i) and each Company (or its agent) shall register this Note (and thereafter shall maintain such registration) as to both principal and any stated interest. Notwithstanding any document, instrument or agreement relating to this Note to the contrary, transfer of this Note (or the right to any payments of principal or stated interest thereunder) may only be effected by (i) surrender of this Note and either the reissuance by the Company of this Note to the new holder or the issuance by the Company of a new instrument to the new holder, or (ii) transfer through a book entry system maintained by the Company (or its agent), within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Security Agreement among the Companies and the Holder dated as of the date hereof (as amended, modified and/or supplemented from time to time, the “ Security Agreement ”).

The following terms shall apply to this Note:

ARTICLE I
CONTRACT RATE AND MINIMUM BORROWING NOTE

1.1 Contract Rate . Subject to Sections 1.2, 2.2 and 3.9, interest payable on the outstanding principal amount of this Note (without duplication of any amounts owing by the Companies to the Holder under the Minimum Borrowing Note) (the “ Principal Amount ”) shall accrue at a rate per annum equal to the “prime rate” published in The Wall Street Journal from time to time (the “ Prime Rate ”), plus three and one-half percent (3.50%) (the “ Contract Rate ”). The Contract Rate shall be increased or decreased as the case may be for each increase or decrease in the Prime Rate in an amount equal to such increase or decrease in the Prime Rate; each change to be effective as of the day of the change in the Prime Rate. The Contract Rate shall not at any time be less than eight percent (8%). Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, commencing on September 1, 2005 on the first business day of each consecutive calendar month thereafter through and including the Maturity Date, and on the Maturity Date, whether by acceleration or otherwise. The Contract Rate shall be calculated on the last business day of each calendar month hereafter (other than for increases or decreases in the Prime Rate which shall be calculated and become effective in accordance with this Section 1.1) until the Maturity Date.

1.2 Minimum Borrowing Note . Notwithstanding anything contained herein to the contrary, any amounts evidenced by this Note which are attributable to the Minimum Borrowing Note shall be governed by the terms and provisions of the Minimum Borrowing Note.

1.3 Allocation of Principal to Minimum Borrowing Note . Notwithstanding anything herein to the contrary, whenever during the Term the outstanding balance on the Minimum Borrowing Note shall be less than the Minimum Borrowing Amount (such amount being referred to herein as the “Transferable Amount”) to the extent that the outstanding balance on the Revolving Note should equal or exceed $1,000,000, that portion of the balance of the Revolving Note that exceeds $1,000,000, but does not exceed the Transferable Amount, shall be segregated from the outstanding balance under the Revolving Note and allocated to and aggregated with the then existing balance of the next unissued serialized Minimum Borrowing Note (the “Next Unissued Serialized Note”); provided that such segregated balance shall remain subject to the terms and conditions of such Revolving Note until a new serialized Minimum Borrowing Note is issued as set forth below. The Next Unissued Serialized Note shall remain unissued and in book entry form until the balance thereunder shall equal the Minimum Borrowing Amount, at which time a new serialized Minimum Borrowing Note in the face amount equal to the Minimum Borrowing Amount will be issued, the Common Stock into which the new Minimum Borrowing Note is convertible will be registered as set forth in the Registration Rights Agreement, the outstanding balance under the Revolving Note shall at such time be correspondingly reduced in the amount equal to the Minimum Borrowing Amount as a result of the issuance of such new serialized Minimum Borrowing Note and the prior Minimum Borrowing Note shall be surrendered by Laurus to the Company Agent for cancellation.

ARTICLE II
EVENTS OF DEFAULT AND DEFAULT R

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