EXERCISE OF THE WARRANT ARE SUBJECT TO CANCELLATION PURSUANT TO THE OPTION AGREEMENT

Exhibit 4.5

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO CANCELLATION PURSUANT TO THE OPTION AGREEMENT DATED MAY 29, 1997 AND ARE SUBJECT TO A SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 7, 1996, A REGISTRATION RIGHTS AGREEMENT AND A SUBSCRIPTION AGREEMENT EACH DATED AS OF THE EFFECTIVE DATE, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE COMPANY.  SUCH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT PROVIDE, AMONG OTHER THINGS, FOR CERTAIN RESTRICTIONS ON VOTING, SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXCERCISE OF THE WARRANT AND THAT SUCH SHARES OF COMMON STOCK ARE SUBJECT TO PURCHASE BY THE COMPANY AS WELL AS CERTAIN OTHER PERSONS UPON THE OCCURRENCE OF CERTAIN EVENTS.  ANY SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE TO PERSONS OTHER THAN IN ACCORDANCE WITH SUCH SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SUBSCRIPTION AGREEMENT SHALL BE NULL AND VOID.

THE WARRANT EVIDENCED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK PURCHASABLE UPON EXERCISE OF THE WARRANT HAVE NOT BEEN REGISTERED OR QUALIFIED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), ANY STATE SECURITIES LAW OR ANY FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW OF ANY JURISDICTION OUTSIDE THE UNITED STATES, AND SUCH WARRANT AND SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE ACT, ANY APPLICABLE STATE SECURITIES LAW AND ANY APPLICABLE FOREIGN SECURITIES OR OTHER APPLICABLE FOREIGN LAW, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

WARRANT

To Purchase Common Stock of

INTERNATIONAL LOGISTICS LIMITED

THIS WARRANT CERTIFIES that, for value received, Hera Ventures Limited, a company organized under the laws of the Bahamas, or registered assigns is entitled, on the first Business Day immediately following the Effective Date (as defined herein) and prior to the close of business in Chicago, Illinois on the

Expiration Date (as defined herein), to purchase 7,323 shares of Common Stock in International Logistics Limited, a Delaware corporation (the “ Company ”), at a purchase price per share equal to $45.00 (U.S.) (the “ Warrant Purchase Price ”) upon surrender of this Warrant at the principal office of the Company, and payment of such purchase price by bank check, cashier’s check, certified check, wire transfer or by a cashless exercise as set forth in Section 2.B.2. below. The Warrant Purchase Price shall be effective as of the Effective Date.

This Warrant is issued by the Company in connection with the closing of the transactions contemplated by the Option Agreement (as defined herein).  The terms and conditions of the Warrant are set forth herein. Any capitalized terms used herein and not defined herein shall have the meanings set forth in the Stockholders Agreement (as defined herein).

SECTION 1

Definitions

“ Business Day ” means any day other than a Saturday, a Sunday, or any day on which commercial banks in the city of Chicago, Illinois are authorized or required by law to close.

“ Common Stock ” means (i) any shares of the Common Stock of the Company, $.001 par value per share, authorized on the date of the original issue of this Warrant or (ii) in the event that the outstanding Common Stock is hereafter changed into or exchanged for different stock or securities of the Company, such other stock or securities.

“ Effective Date ” means the date on which the Company acquires 100% of the ordinary shares and other equity interests in LEP International Worldwide Limited, a corporation registered under the laws of England, that are currently beneficially owned by Jack Wasp.

“ Expiration Date ” means December 31, 2007.

“ Fair Market Value ” shall mean the amount obtained by dividing (A) (EBITDA X 5) - (Debt - CA) by (B) the number of shares of Common Stock outstanding plus the number of shares subject to options and warrants (to the extent such options and warrants are exercisable at an exercise price below Fair Market Value) on the valuation date. For the purpose of this definition only:  “EBITDA” means the Company’s consolidated earnings before interest, taxes, depreciation and amortization for the four fiscal quarters of the Company ending on the last day of the

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fiscal quarter immediately preceding the valuation date, computed in accordance with generally accepted accounting principles; “Debt” means any current or long-term indebtedness of the Company as of the last day of the fiscal quarter immediately preceding the valuation date (including capitalized lease obligations and accrued but unpaid interest), as set forth on the Company’s consolidated balance sheet (prepared in accordance with generally accepted accounting principles); and “CA” means the Company’s consolidated cash and cash equivalents on hand as of the last day of the fiscal quarter immediately preceding the valuation date, including, without limitation, payments that have been received or will be received upon the exercise of options and warrants to the extent such options and warrants are exercisable at an exercise price below Fair Market Value as set forth on its consolidated balance sheet (prepared in accordance with generally accepted accounting principles).

“ Family Member ” means (a) to the extent alive at the time of determination, Jack Wasp, his spouse, his siblings, his children, his childrens’ spouses, his grandchildren or his grandchildrens’ spouses or (b) any trust of which the sole beneficiaries are, at the time of determination, one or more of the foregoing.

“ Initial Public Offering ” means the first underwritten public offering of Common Stock by the Company pursuant to a registration of shares under the Securities Act on a Form S-1 Registration Statement (or equivalent or successor form).

“ OCM ” means OCM Principal Opportunities Fund, L.P., a Delaware limited partnership.

“ OCM Affiliates ” means any investor in or any employee of OCM or Oaktree Capital Management, LLC (“ Oaktree ”), a California limited liability company, or in any company, joint venture, limited liability company, association or partnership of which the OCM or Oaktree, is a shareholder, manager or general partner, as the case may be.

“ Option Agreement ” means the Option Agreement dated as of May 29, 1997, by and among the Company, Jack Wasp and Hera Ventures Limited, a company organized under the laws of the Bahamas.

“ Qualified Sale ” shall mean (i) any sale of all or substantially all of the assets of the Company to any entity or (ii) any sale, merger or liquidation of the Company with or into any entity other than to or with OCM, TCW, WES&S, an OCM Affiliate, a TCW Affiliate or a WES&S Affiliate whereby such entity or the holders of a majority of the voting stock thereof

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shall obtain (A) at least a majority of the voting stock of the surviving entity and (B) the right to elect a majority of the surviving entity’s board of directors.

“ Registration Rights Agreement ” means the Registration Rights Agreement dated as of the Effective Date, by and among the Company and each of the Investors listed on exhibit A thereto, as the same may be amended from time to time.

“ Securities Act ” means the Securities Act of 1933, as amended and as the same may be amended from time to time.

“ Simon Entity ” means Logistical Simon, L.L.C., a Delaware limited liability corporation, WESINVEST Inc., a Delaware corporation, or William E. Simon & Sons, L.L.C., a Delaware limited liability company.

“ Stockholders Agreement ” means the Second Amended and Restated Stockholders Agreement dated as of November 7, 1996 , by and among the Company and each of the other Holders listed on exhibit A thereto, as the same may be amended from time to time.

“ TCW ” means TCW Special Credits Fund V - The Principal Fund, a California limited partnership.

“ TCW Affiliates ” means any investor in or any employee of TCW, TCW Asset Management Company, a California corporation (“ TAMCO ”), Trust Company of the West, a California trust company (“ Trustco ”) or Oaktree, or in any company, joint venture, limited liability company, association or partnership of which TCW, TAMCO, Trustco or Oaktree, is a shareholder, manager or general partner, as the case may be.

“ Trading Price ” means the trading price for each such trading day: (a) if the Common Stock is traded on a national securities exchange in the United States of America, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, the last reported sale price on such national securities exchange on the next preceding Business Day on which there was a sale, all as made available over the Consolidated Last Sale Reporting System of the CTA Plan (the “ CLSRS ”) or, if the Common Stock is not then eligible for reporting over the CLSRS, its last reported sale price on the preceding Business Day on such national securities exchange or, if there was no sale on that day, on the next preceding Business Day on which there was a sale on such exchange or (b) if the principal market for the Common Stock is the over-the-counter market in the United States of America, but the Common Stock is not then eligible for reporting over the CLSRS, but the Common Stock is quoted on the National

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Association of Securities Dealers Automated Quotations System (“ NASDAQ ”), the last sale price reported on NASDAQ on the preceding Business Day or, if the Common Stock is an issue for which last sale prices are not reported on NASDAQ, the closing bid quotation on such day, but in each of the next preceding two cases, if the relevant NASDAQ price or quotation did not exist on such day, then the price or quotation on the next preceding Business Day in which there was such a price or quotation.

“ WES&S Affiliate ”  means any Simon Entity or any partnership, limited liability company or corporation that directly or indirectly, through one or more intermediaries, has control of, is controlled by or is under common control with (i) any Simon Entity or (ii) any shareholder, partner or member of a Simon Entity or any such shareholder’s, partner’s or member’s spouse, siblings, children, children’s spouses, grandchildren or their spouses or any trusts for the benefit of any of the foregoing.

“ Warrant Purchase Price ” has the meaning assigned to that term in the introductory paragraph hereof.

“ Warrant Shares ” means the shares of Common Stock purchased or purchasable by the Warrantholder upon the exercise of the Warrant pursuant to Section 2 hereof.

“ Warrantholder ” means the registered holder of the Warrant and any related Warrant Shares.

SECTION 2

Exercise

A.            General . The Warrantholder shall be entitled to exercise the Warrant on the first Business Day immediately following the Effective Date, in whole or in part, at any time or from time to time on or before 5:00 p.m., Chicago, Illinois time, on the Expiration Date.

B.            Manner of Exercise .  The Warrantholder may exercise the Warrant, in whole or in part, by either of the following methods:

1.             The Warrantholder shall complete one of the Subscription Forms attached hereto, and deliver it to the Company, at its principal offices located at 330 S . Mannheim Road, Hillside, IL 60162 , Attention: Chief Executive Officer (or at such other location as the Company may designate by notice in writing to the Warrantholder), together with the Warrant and

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either a certified check, a bank cashier’s check or wire transfer, in an amount in U.S. Dollars equal to the then aggregate Warrant Purchase Price of the shares of Common Stock being purchased;  or

2.             The Warrantholder may, alternatively at its election, exercise this Warrant, in whole or in part, in a “cashless” exercise by delivering to the Company, at its principal offices located at 330 S. Mannheim Road, Hillside, IL 60162, Attention: Chief Executive Officer (or at such other location as the Company may designate by notice in writing to the Warrantholder), (i) one of the Subscription Forms attached hereto, which notice shall specify the number of Warrant Shares to be delivered to such Warrantholder and the number of Warrant Shares with respect to which this Warrant is being surrendered in payment of the aggregate Warrant Purchase Price for the Warrant Shares to be delivered to the Warrantholder, and (ii) the Warrant. For purposes of this cashless exercise provision, each Warrant Share as to which the Warrant is surrendered will be attributed the following per share value:  (i) prior to an Initial Public Offering (other than in the context of a Qualified Sale), at the Fair Market Value;  (ii) prior to an Initial Public Offering and in the context of a Qualified Sale, the per share consideration received by the stockholders with respect to their outstanding shares of Common Stock; (iii) concurrently with an Initial Public Offering, a value equal to the Initial Public Offering offer price per share to the public; or (iv) subsequent to an Initial Public Offering, a value per share equal to the average Trading Price of the Company’s