Rand Logistics, Inc.
AWARD AGREEMENT WITH EDWARD LEVY
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>e601120_ex10-1.txt
<DESCRIPTION>AWARD AGREEMENT WITH EDWARD LEVY
<TEXT>

                              Rand Logistics, Inc.
                           450 Park Avenue, 10th Floor
                               New York, NY 10022

                                                                October 11, 2006

Mr. Edward Levy
c/o Rand Logistics, Inc.
450 Park Avenue, 10th Floor
New York, NY 10022

Dear Mr. Levy:

      As your base compensation for your services as President of Rand
Logistics, Inc. (the "Company") from the date of your employment until February
28, 2007, the Company has determined to pay you $200,000 (the "Compensation
Amount") on or shortly after the date hereof. As consideration for the amount
payable to you hereunder, you hereby agree to remain in the employ of the
Company through February 28, 2007. In the event that your employment terminates
for any reason (other than death or Permanent Disability (as determined by the
Company's Compensation Committee in its sole discretion) or by the Company
without Cause (as described below)) -

      (i) on and after the date hereof and prior to November 30, 2006, you shall
thereupon become obligated to pay to the Company an amount equal to 50% of the
Compensation Amount; and

      (ii) on and after November 30, 2006 and prior to February 28, 2007, you
shall thereupon become obligated to pay to the Company an amount equal to 25% of
the Compensation Amount.

      Any amounts payable by you upon your termination as provided above shall
be payable in cash or, at your option, securities of the Company having a fair
market value equal to the amount payable.

      For purposes of this Agreement, "Cause" shall mean (i) your conviction of
a criminal offence involving fraud, larceny, misappropriation of funds,
embezzlement or dishonesty; (ii) receipt by or on behalf of you or any member of
your immediate family of any personal profit arising out of or in connection
with a transaction to which the Company or any affiliate of the Company is party
without making full prior disclosure to the Company or such affiliate; (iii) any
misfeasance, nonfeasance or malfeasance by you which causes material harm to the
Company or an affiliate; (iv) your failure to follow and carry out the lawful
instructions of your superior; (v) your having been under the influence of drugs
(other than prescription medicine or other medically-related drugs to the extent
that they are taken in accordance with their directions) or alcohol during the
performance of your duties (it being understood that you may attend industry

<PAGE>

functions at which alcohol will be consumed), or while otherwise under the
influence of drugs or alcohol and while under such influence your having engaged
in inappropriate conduct; or (vi) your having engaged in behavior that would
constitute grounds for liability for sexual harassment or discrimination.

      No provision of this Agreement shall in any way restrict or limit the
Company's ability to terminate your employment at any time, for any reason or
for no reason.

      In order to further align your interests with those of the Company's
stockholders, you agree to seek, until March 31, 2007, to use not less than the
after-tax proceeds of the amount payable hereunder to purchase warrants of
Company pursuant to, and in accordance with the terms of, the agreement between
you and EarlyBirdCapital, Inc. attached hereto as Exhibit A.

      This Agreement shall be construed and interpreted in accordance with the
laws of the State of New York, without reference to rules relating to conflicts
of law, and the parties hereto submit to the exclusive jurisdiction of the
courts of the State of New York for the purpose of any actions or proceedings
that may be required to enforce any provision of this Agreement.

      This Agreement contains the entire understanding between the parties
hereto and supersedes in all respects any prior or other agreements or
understandings between the Company or any of its affiliates, and yourself,
regarding any award of warrants to you. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument.

      This Agreement may only be amended by written agreement of the parties
hereto. The Company shall have the right to deduct from any payment under this
Agreement any federal, state, local, foreign or other taxes of any kind which
the Company's Compensation Committee, in its sole discretion, deems necessary to
be withheld to comply with any applicable law, rule or regulation.

      Two signed copies of this Agreement have been enclosed, please sign them
and return one to us as soon as possible for our records.

RAND LOGISTICS, INC.


By: /s/                                            By: /s/
    ------------------------                           -------------------------
Name:                                                  Edward Levy
Title:
</TEXT>
</DOCUMENT>
