Exhibit 14.1

                          SUMMIT GLOBAL LOGISTICS, INC.
                      CHARTER OF THE COMPENSATION COMMITTEE
                            OF THE BOARD OF DIRECTORS

I.       PURPOSE

         The Compensation Committee (the "Committee") shall have overall
responsibility with respect to designing, approving and evaluating executive
compensation for Summit Global Logistics, Inc. (the "Company") and its
subsidiaries.

II.      COMPOSITION

         The Compensation Committee shall consist of at least two directors
appointed by resolution of the Board of Directors (the "Board") and shall serve
at the discretion of the Board. All directors on the Committee shall satisfy the
requirements from time to time in effect of (A) Section 162(m) of the Internal
Revenue Code of 1986, as amended, for "outside directors," (B) Section 16 of the
Securities Exchange Act of 1934, as amended, for "nonemployee directors," and
(C) the requirements of the Nasdaq Stock Market or such other stock market on
which the Company's securities may be listed for "independent directors."

            The Committee's chairperson shall be designated by the Board or, if
it does not do so, the Committee members shall elect a chairperson by vote of a
majority of the Committee. The Committee may form and delegate authority to
sub-committees when it deems appropriate.

III.     FUNCTIONS AND AUTHORITY

The Committee will:

         1.        Periodically review and approve the Company's philosophy
                   regarding executive compensation and compensation for
                   employees of its subsidiaries who are not executives.

         2.        Review and approve, for each officer of the Company who
                   either (A) is subject to the reporting requirements of
                   Section 16 of the Securities Exchange Act of 1934, as
                   amended; or (B) is a "named executive officer" as defined in
                   Item 402(a) of Regulation S-K (collectively, "Named Executive
                   Officers").

                   (i)     the annual base salary level;

                   (ii)    bonus and other annual incentives;

                   (iii)   options, equity grants and other long-term
                           incentives;

                   (iv)    employment agreements, severance arrangements, and
                           change in control provisions/agreements, in each case
                           to the extent applicable; and

                   (v)     any other perquisites or supplemental benefits, other
                           than those available generally to salaried employees.

         3.        Review recommendations made by the Company's Chief Executive
                   Officer for




                   the compensation of the other Senior Officers.

         4        Evaluate the performance of the Named Executive Officers and
                  other Senior Officers as the Committee may deem appropriate.

         5.        Meet in executive session when appropriate.

         6.        Have the authority to review market data from third party
                   consultants, trade associations others to assess the
                   Company's competitive position for the various components of
                   compensation.

         7.        Annually review and discuss with management the compensation
                   discussion and analysis and issue a report on executive
                   compensation in accordance with applicable rules and
                   regulations of the Securities and Exchange Commission for
                   inclusion in the Company's Form 10-K or proxy statement, as
                   the case may be.

         8.        Have the authority to hire, review, and appropriate funds as
                   needed matters of executive compensation with, an independent
                   consultant, accountant or legal advisor on matters of
                   executive compensation.

         9.        Oversee the administration of, and approve the grants and
                   terms of any grants of options or other equity awarded under,
                   the Company's stock option and restricted stock and other
                   equity-based compensation plans, which may include delegation
                   of authority to the Company's Chief Executive Officer for
                   purposes of issuing options to persons other than the Chief
                   Executive Officer or other Senior Officers, incentive bonus,
                   supplemental executive retirement and severance benefit
                   plans.

         10.       Recommend compensation for the Company's Board of Directors
                   and each Committee thereof for review and approval by the
                   Board.

IV.      MEETINGS

         The Committee will hold meetings as and when the Committee deems
appropriate. The Committee may meet by telephone or video conference and may
take action by written consent. A majority of the members of the Committee shall
constitute a quorum; provided, however, that if the Committee consists of only
two members, both members shall constitute a quorum.

V.       MINUTES AND REPORTS

         Minutes of each Committee meeting will be kept and distributed to each
member of the Committee, members of the Board who are not members of the
Committee and the Secretary of the Company. The Committee will report to the
Board whenever so requested by the Board.