Exhibit 10.8

April 21, 2011


Logistics Insight Corp.		LGSI Equipment of Indiana, LLC
11355 Stephens Road		11355 Stephens Road
Warren, MI 48089		Warren, Ml 48089
Attn.: David Crittenden		Attn.: David Crittenden

LINC Logistics Company		Comerica Bank
11355 Stephens Road		28801 Groesbeck Hwy
Warren, MI 48089		Roseville, MI 48066
Attn.: David Crittenden		Attn.: William Scarborough

Re:	Credit Facilities from Fifth Third Bank (“Existing Lender”) to Logistics Insight Corp. (“Logistics Insight”), LGSI Equipment of Indiana, LLC (“LGSI Indiana”), and LINC Logistics Company (“LINC Logistics”) (collectively, “Credit Parties”)

Gentlemen:

Reference is made to the following documents (collectively, “Financing Documents”):

(a) Loan and Security Agreement dated December 18, 2006 among Existing Lender, LGSI Indiana, and LGSI Equipment of Wyoming, Inc. (“LGSI Wyoming”) (“Loan and Security Agreement”);

(b) Promissory Note in the original principal amount of $6,426,185.83 dated January 24, 2008 made by LGSI Indiana to the order of Existing Lender and Promissory Note in the original principal amount of $697,000 dated January 28, 2009 made by LGSI Indiana to the order of Existing Lender (collectively, “LGSI Indiana Notes”);

(c) Restated Business Loan Agreement dated May 19, 2009 between Existing Lender and Logistics Insight, as amended by Amendment Agreement No. 1 dated August 18, 2009 and Amendment Agreement No. 2 dated September 10, 2010 (collectively, “Logistics Insight Loan Agreement”);

(d) Promissory Note in the original principal amount of $6,000,000.00 dated May 19, 2009 made by Logistics Insight to the order of Existing Lender (“Logistics Insight Revolving Note”) and Promissory Note in the original principal amount of $9,000,000.00 dated May 19, 2009 made by Logistics Insight to the order of Existing Lender (collectively, “Logistics Insight Notes”); and

(e) Guaranty dated May 19, 2009 by LINC Logistics to Existing Lender (“Guaranty”).

We understand that, on the Payoff Date (as hereinafter defined), Credit Parties expect to obtain refinancing (the “Refinancing”) from Comerica Bank and other lenders (“New Lenders”) for the purpose of repaying in full all of the obligations and liabilities of Credit Parties to Existing Lender under or in respect of the Financing Documents (the “Existing Lender Obligations”); provided, however, that the obligations of LGSI Wyoming under the Loan and Security Agreement are not included in the definition of Existing Lender Obligations and shall remain in full force and effect.

Logistics Insight Corp., LGSI Equipment of Indiana, LLC, and LINC Logistics Company

Comerica Bank

April 21, 2011

Page 2

1. This letter will confirm that, upon receipt by Existing Lender of:

(a.) no later than 2:00 p.m., Eastern Daylight Time, on April 21, 2011, wire transfers of immediately available funds to Existing Lender in the aggregate amounts of $2,321,312.06 with respect to the LGSI Indiana Notes, subject to adjustment as set forth in this paragraph 1 (as so adjusted, “LGSI Indiana Payoff Amount”), and in the aggregate amount of $3,760,884.28, subject to adjustment as set forth in this paragraph 1 (as so adjusted, “Logistics Insight Payoff Amount”) (collectively, “Payoff Amount”) consisting of:

(i.)

$2,319,268.90 in respect of unpaid principal outstanding under the LGSI Indiana Notes (assuming no further loans or repayments are made);

(ii.)

$2,043.16 in respect of accrued and unpaid interest on the unpaid principal amount under the LGSI Indiana Notes, assuming no changes in applicable interest rates and no changes in the outstanding principal amount (the per diem accrual of such interest being $102.34 per day);

(iii.)

$3,750,000.00 in respect of unpaid principal outstanding under the Logistics Insight Notes (assuming no further loans or repayments are made);

(iv.)

$10,062.68 in respect of accrued and unpaid interest on the unpaid principal amount under the Logistics Insight Notes, assuming no changes in applicable interest rates and no changes in the outstanding principal amount (the per diem accrual of such interest being $494.06 per day); and

(v.)

$821.60 in respect of a flat fee owed in respect of the Logistics Insight Revolving Note;

(b.) fully-executed counterparts of the Termination of Debt Subordination Agreement in form attached to this letter as Exhibit “A” and the Termination of Cross-Default, Cross Collateralization and Security Agreement in form attached to this letter as Exhibit “B”; and

(c.) a fully-executed counterpart of this letter agreement signed by Credit Parties,

(the date on which all of the foregoing conditions shall first be satisfied herein called the “Payoff Date”), all of the Existing Lender Obligations shall be terminated and satisfied in full and the Logistics Insight Loan Agreement and the other Loan Documents, as defined therein (including, without limitation, the Guaranty), shall be of no further force or effect. If the assumptions set forth above with respect to the calculation of the Payoff Amount are not correct, we will so advise Credit Parties and New Lenders and notify each of them in writing on or before the Payoff Date of the adjusted figure for the Payoff Amount, reflecting the appropriate changes in the amounts. Upon receipt of the LGSI Indiana Payoff Amount and the Logistics Insight Payoff Amount in accordance with the foregoing and satisfaction of the other conditions referred to above, Existing Lender agrees to release, on and with effect from the Payoff Date, all of its security interests, mortgage interests and liens created as security for the Existing Lender Obligations; provided, however, that the security interests and liens on the assets of LGSI Wyoming securing all of its obligations to Existing Lender, whether under the Loan and Security Agreement, the

Logistics Insight Corp., LGSI Equipment of Indiana, LLC, and LINC Logistics Company

Comerica Bank

April 21, 2011

Page 3

Promissory Note in the original principal amount of $17,801,747.01 dated January 24, 2008 made by LGSI Wyoming to Existing Lender, or otherwise (collectively, “LGSI Wyoming Obligations”), shall remain in full force and effect and will not be released. The principal amount of the LGSI Wyoming Obligations as of April 20, 2011 is $5,759,941.30.

2. Please transfer, by wire transfer of immediately available funds, for receipt no later than 2:00 p.m., Eastern Daylight time, on April 23, 2011:

(a.) the LGSI Indiana Payoff Amount to Fifth Third Bank, ABA# 042000314, Account # 7510001105, Obligor Name: LGSI Equipment of Indiana, Attn: Cussandra McAfee, Phone: 248-603-0595; and

(b.) the Logistics Insight Payoff Amount to Fifth Third Bank, ABA# 042000314, Account # 7510001105, Obligor Name: Logistics Insight Corp., Attn: Cussandra McAfee, Phone: 248-603-0595, by wire transfer of immediately available funds, for receipt no later than 2:00 p.m., Eastern Daylight time, on the Payoff Date.

3. The commitments of Existing Lender to make loans under the Financing Documents are terminated as of the Payoff Date.

4. To the extent that any payments or proceeds heretofore received by Existing Lender, or any part of such payments, shall be subsequently invalidated, declared to be fraudulent, a fraudulent conveyance, or preferential, set aside and/or required to be repaid to a trustee, receiver, debtor in possession, or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent that such payment or proceeds received by Existing Lender are rescinded or must be otherwise restored by Existing Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, the obligations or part thereof which were intended to be satisfied, and all rights of Existing Lender with respect to such obligations, shall be revived and continue in full force and effect, as if such payment or proceeds had never been received by Existing Lender, and this letter shall in no way impair the claims of Existing Lender with respect to such revived obligations. Notwithstanding the foregoing, the security interests and mortgage interests of the Existing Lender terminated in connection with this letter agreement shall not be reinstated by the operation of this paragraph.

5. Existing Lender acknowledges and agrees that, upon satisfaction of the conditions referred to in Paragraph 1 above, (a) within three business days, it shall file the Uniform Commercial Code termination statements attached to this letter as Exhibit “C” and shall execute and record the Discharge of Mortgage attached to this letter as Exhibit “D”, (b) within twenty days of the date that certificates of title for vehicles and titled equipment owned by Logistics Insight and LGSI Indiana are delivered or made available to Existing Lender, it shall execute and deliver such documents as are necessary to evidence the release of its security interest and lien set forth on such titles, and (c) within ten business days, it shall return the LGSI Indiana Notes, the Logistics Insight Notes and the Guaranty to the respective Credit Parties.

6. Existing Lender shall execute and deliver to or for Credit Parties or New Lenders such additional documents and shall provide additional information as Credit Parties or New Lenders may reasonably require to carry out the terms of this letter agreement.

7. Notwithstanding anything to the contrary in the Loan and Security Agreement or in any other document or instrument evidencing or relating to the LGSI Wyoming Obligations (collectively, the

Logistics Insight Corp., LGSI Equipment of Indiana, LLC, and LINC Logistics Company

Comerica Bank

April 21, 2011

Page 4

“LGSI Wyoming Financing Documents”), effective upon the satisfaction of the conditions set forth in paragraph 1, Existing Lender hereby consents to the financing under a certain Revolving Credit and Term Loan Agreement to be entered into between LINC Logistics Company and Comerica Bank, as Agent, and the “Lenders”, as defined therein, in an original amount to be determined (but expected to be $95,000,000 or more, with options to increase the borrowing amount thereunder), which will involve LGSI Wyoming as a party to the Guaranty and the Security Agreement pursuant thereto (but excluding the grant of a security interest in the equipment which constitutes security for the LGSI Wyoming Obligations) (“Comerica Transaction”). Further, Existing Lender consents to LGSI Wyoming no longer maintaining its general depository relationship with Existing Lender upon the closing of the Comerica Transaction. This provision is not a waiver of or consent to any other event, condition, transaction, act or omission whether related or unrelated to the Comerica Transaction which would otherwise be a violation of the terms and conditions of the LGSI Wyoming Financing Documents.

8. Each Credit Party acknowledges that the amounts referred to in Paragraph 1 above are enforceable obligations of it owed to Existing Lender pursuant to the provisions of the Financing Documents and confirms its agreement to the terms and provisions of this letter by returning to Existing Lender a signed counterpart of this letter. This letter may be executed by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one agreement.

9. Each Credit Party acknowledges and agrees that it shall indemnify and hold Existing Lender harmless from and against any and all costs, damages, judgments, reasonable attorney’s fees on a time and charges basis, expenses, obligations and liabilities of any kind or nature which Existing Lender may incur or sustain in connection with or arising out of this letter to the extent that it would have been required to indemnify Existing Lender under the Loan and Security Agreement or the Logistics Insight Loan Agreement, as applicable.


		Very truly yours,

		FIFTH THIRD BANK

		By:
		Name:	John M. Bebb
		Title:	V.P.
Agreed to by the undersigned:

Logistics Insight Corp.		LGSI Equipment of Indiana, LLC

By:		By:
Name:	H. E. Wolfe	Name:	DAVID A. CRITTENDEN
Title:	President	Title:	PRESIDENT

LINC Logistics Company

By:
Name:	DAVID A. CRITTENDEN
Title:	CFO

EXHIBIT “A”

Termination of Debt Subordination Agreement

TERMINATION OF DEBT SUBORDINATION AGREEMENT

(Fifth Third Bank)

This Termination of Debt Subordination Agreement (“Termination Agreement”) is entered into by the undersigned parties this day of April, 2011.

This Termination Agreement is based upon the following recitals:

A. On May 19, 2009, a certain Debt Subordination Agreement was entered into by CenTra, Inc., as “Creditor,” LINC Logistics Company, as “Guarantor,” Fifth Third Bank, as “Lender” and Logistics Insight Corp., as “Borrower.”

B. Subsequent to the date of the Debt Subordination Agreement, the Junior Debt, as defined therein, was assigned and transferred to DIBC Investments, Inc. (“Investments”), a Michigan corporation, subject to the terms of the Subordination Agreement (which Investments agreed to assume).

C. On the date hereof, the Borrower has repaid to the Creditor the “Superior Debt,” as defined in the Debt Subordination Agreement, and the parties have agreed to enter into this Termination Agreement in order to evidence the termination of the Debt Subordination Agreement.

NOW, THEREFORE, in consideration of the premises, and the repayment of the Superior Debt by Borrower to Lender, the undersigned agree that:

1. Effective upon the satisfaction of the conditions set forth in paragraph 1 of the payoff letter dated April , 2011 from Bank to Borrower, LGSI Equipment of Indiana, LLC, and Guarantor: (a) the Debt Subordination Agreement will be deemed terminated and of no further force and effect and (b) Investments will be authorized to cross out and delete the legend required by Section 2(c) of the Subordination Agreement placed on the promissory note evidencing the Junior Debt.

2. By its signature below, Fifth Third Bank, an Ohio banking corporation, represents that it is the successor by merger to Fifth Third Bank, a Michigan banking corporation.

3. This Agreement shall be governed by Michigan law.


“Investments”
DIBC INVESTMENTS, INC., a Michigan corporation

By:
		Peter Farah, President

“Lender”
FIFTH THIRD BANK, an Ohio banking Corporation (successor by merger with Fifth Third Bank, a Michigan banking Corporation)

By:

		Its:

LINC LOGISTICS COMPANY, a Michigan corporation

By:

	Its:

LOGISTICS INSIGHT CORP., a Michigan corporation

By:

	Its:

CenTra, Inc., a Delaware corporation

By:

		Its:

687053

EXHIBIT “B”

Termination of Cross-Default, Cross Collateralization and Security Agreement

TERMINATION OF CROSS-DEFAULT, CROSS COLLATERALIZATION AND SECURITY AGREEMENT

(Fifth Third Bank)

This Termination of Cross-Default, Cross Collateralization and Security Agreement (“Termination Agreement”) is entered into by the undersigned parties this 21^st day of April, 2011.

This Termination Agreement is based upon the following recitals:

A. On May 19, 2009, a certain Cross-Default, Cross Collateralization and Security Agreement (“Crossing Agreement”) was entered into by LINC Logistics Company, as “Guarantor A,” Fifth Third Bank, as “Bank,” Logistics Insight Corp., as “Borrower A” and “Purchaser,” and LGSI Equipment of Indiana, LLC (“Indiana”) and LGSI Equipment, Inc. of Wyoming (“Wyoming”), collectively as “Borrower B.” Borrower A and Purchaser shall be referred to herein for simplicity as “Borrower A.” All capitalized terms not defined herein shall have the meanings therefor set forth in the Crossing Agreement.

B. On the date hereof, Borrower A and Indiana have, respectively, repaid to the Bank all amounts owed by them regarding the Loan A Indebtedness and the Loan B Indebtedness, resulting in Wyoming and Borrower A, in its capacity as Purchaser, being the only parties remaining indebted to Bank (as to Wyoming’s portion of the Loan B Indebtedness). Accordingly, the parties have agreed to enter into this Termination Agreement in order to evidence the termination of the Crossing Agreement.

NOW, THEREFORE, in consideration of the premises, and the repayment of the Loan A Indebtedness by Borrower A and its portion of the Loan B Indebtedness by Indiana to Bank, the undersigned agree that:

1. Effective upon the satisfaction of the conditions set forth in paragraph 1 of the payoff letter dated April 21, 2011 from Bank to Borrower A, Indiana, and Guarantor A, the Crossing Agreement will be deemed terminated and of no further force and effect.

2. By its signature below, Fifth Third Bank, an Ohio banking corporation, represents that it is the successor by merger to Fifth Third Bank, a Michigan banking corporation.

[signature page follows]

- 2 -

3. This Termination Agreement shall be governed by Michigan law.

LGSI EQUIPMENT OF INDIANA, LLC

LGSI EQUIPMENT, INC. OF WYOMING

By:

Its:

FIFTH THIRD BANK, an Ohio banking Corporation (successor by merger with Fifth Third Bank, a Michigan banking Corporation)

LINC LOGISTICS COMPANY, a Michigan corporation

By:

John M. Bebb

Its:

Vice President

Its:

LOGISTICS INSIGHT CORP., a Michigan corporation

By:

Its:

686573

- 3 -

EXHIBIT “C”

UCC TERMINATIONS

LOGO

UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY


A. NAME & PHONE OF CONTACT AT FILER [optional]
Tammy Christen 313-496-8421
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
	Tammy Christen
	Miller, Canfield, Paddock and Stone 150 W. Jefferson, Suite 2500 Detroit, MI 48226



		THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1a. INITIAL FINANCING STATEMENT FILE #

Liber 20022, Page 960

1b.

This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

þ TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement.

¨ CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law.

¨ ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.

AMENDMENT (PARTY INFORMATION): This Amendment affects ¨ Debtor or ¨ Secured Party of record. Check only one of these two boxes.

Also check one of the following three boxes and provide appropriate information in items 6 and/or 7.

¨ CHANGE name and/or address: Please refer to the detailed instructions in regards to changing the name/address of a party.

¨ DELETE name: Give record name to be deleted in item 6a or 6b.

¨ ADD name: Complete item 7a or 7b, and also item 7c; also complete items 7e-7g (if applicable).

CURRENT RECORD INFORMATION:

6a. ORGANIZATION’S NAME

6b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

CHANGED (NEW) OR ADDED INFORMATION:

7a. ORGANIZATION’S NAME

7b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

7c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

7d. SEE INSTRUCTIONS

ADD’L INFO RE

7e. TYPE OF ORGANIZATION

7f. JURISDICTION OF ORGANIZATION

7g. ORGANIZATIONAL ID #, if any

ORGANIZATION

DEBTOR

¨ NONE

AMENDMENT (COLLATERAL CHANGE): check only one box.

Describe collateral ¨ deleted or ¨ added, or give entire ¨ restated collateral description, or describe collateral ¨ assigned.

NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here ¨ and enter name of DEBTOR authorizing this Amendment.

9a. ORGANIZATION’S NAME

Fifth Third Bank

9b. INDIVIDUAL’S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

10. OPTIONAL FILER REFERENCE DATA

File in Macomb County, MI 066153-Logistics Insight

18988023

International Association of Commercial Administrators (IACA)

FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)

LOGO

UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY


A. NAME & PHONE OF CONTACT AT FILER [optional]
Tammy Christen 313-496-8421
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
	Tammy Christen
	Miller, Canfield, Paddock and Stone 150 W. Jefferson, Suite 2500 Detroit, MI 48226



		THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1a. INITIAL FINANCING STATEMENT FILE #

200700002929738

LINC Logistics Co S-1/A