Exhibit 10.01


              EIGHTH AMENDMENT TO CREDIT AGREEMENT

          THIS   EIGHTH  AMENDMENT  TO  CREDIT  AGREEMENT   (this
"Amendment"), is made and entered into as of April 5,  2002  (the
"Effective   Date"),   by  and  among  CONSOLIDATED   FREIGHTWAYS
CORPORATION,  a  Delaware  corporation  ("Borrower"),  the  other
Credit Parties signatory to the Credit Agreement described  below
(collectively, together with the Borrower, the "Credit  Parties")
and  GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("Lender").

                      W I T N E S S E T H:

          WHEREAS, Borrower, the other Credit Parties and  Lender
are parties to that certain Credit Agreement, dated as of October
24,  2001 (as amended to the date hereof, the "Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall   have  the  meanings  given  such  terms  in  the   Credit
Agreement),  pursuant  to  which Lender  has  committed  to  make
certain loans to Borrower upon the terms and conditions set forth
therein; and

          WHEREAS, Borrower, the other Credit Parties and  Lender
desire  to  modify  the Credit Agreement in certain  respects  in
accordance with and subject to the terms and conditions set forth
herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby  acknowledged,  Borrower, the  other  Credit  Parties  and
Lender do hereby agree as follows:

          1.    Waiver.   Subject to the terms and conditions  of
this  Amendment, including without limitation the fulfillment  of
the conditions to effectiveness specified in Section 7 below, the
Lender  hereby  waives  (i)  any  Default  or  Event  of  Default
resulting from any failure of Borrower to meet the Minimum EBITDA
financial covenant in clause (c) of Annex D solely for the Fiscal
Quarters  ending December 31, 2001 and March 31,  2002,  as  such
financial covenant is in effect immediately prior to the date  of
this  Amendment or as it was in effect immediately prior  to  the
Sixth  Amendment Effective Date; provided, however that any  such
Default  or  Event of Default shall automatically be restored  if
Borrower  shall  fail  or have failed to satisfy  such  financial
covenant  as  amended  hereby and (ii) any Default  or  Event  of
Default  resulting  from  any failure of  Borrower  to  meet  the
Minimum Fixed Charge Coverage Ratio financial covenant in  clause
(a)  of  Annex D solely for the Fiscal Quarter ending  March  31,
2002,  as such financial covenant is in effect immediately  prior
to  the  date of this Amendment; provided, however that any  such
Default  or  Event of Default shall automatically be restored  if
Borrower  shall  fail  or have failed to satisfy  such  financial
covenant as amended hereby.

          2.    Amendments to the Credit Agreement.   Subject  to
the  terms  and  conditions of this Amendment, including  without
limitation the fulfillment of the conditions precedent  specified
in  Section  7 below, the Credit Agreement is hereby  amended  as
follows:

          A.    Annex A to the Credit Agreement is hereby amended
by  deleting therefrom the definition of "Borrowing Base" in  its
entirety  and  substituting the following amended  definition  of
such term in lieu thereof:

          "Borrowing  Base"  shall  mean,  as  of  any  date   of
determination  by Lender, from time to time, an amount  equal  to
the  sum  of  (a)  thirty nine and twenty-one hundredths  percent
(39.21%)  (as  it may be amended from time to time, the  "Advance
Rate") of the Appraised Value of Eligible Mortgaged Property less
(b)  any  and  all Reserves established by Lender  at  such  time
including,   without  limitation,  Reserves   for   environmental
remediation costs, accrued but unpaid taxes, insurance and  other
Charges  and  expenses  pertaining to  such  Mortgaged  Property.
Notwithstanding the foregoing, irrespective of whether any of the
conditions  in Section 2 have been satisfied, the Borrowing  Base
shall  not at any time exceed an amount equal to $41,200,000  (as
reduced  from time to time pursuant to clauses (x), (y)  and  (z)
below in this sentence, the "Borrowing Limit") less the following
amounts  (x)  the  total  amount  of  any  mandatory  prepayments
required to be made pursuant to Section 1.2(b)(ii) as a result of
the  consummation  from  time to time of any  Asset  Dispositions
after  the Seventh Amendment Effective Date, (y) the total amount
of  any  mandatory  prepayments required to be made  pursuant  to
Section 1.2(b)(iii) as a result of any issuance from time to time
of  Stock  and (z) the total amount of any mandatory  prepayments
required  to be made pursuant to Section 1.2(b)(iii) as a  result
of  the issuance from time to time of any debt securities or  the
incurrence  from  time  to  time of any  Funded  Debt,  provided,
however, that the amount in this clause (z) shall be deemed to be
Zero  Dollars ($0) if at the time of receipt of the proceeds from
the  issuance of such debt securities or the incurrence  of  such
Funded  Debt, the Borrowing Limit is then equal to or  less  than
$25,000,000.  The Borrower shall have the option at any  time  to
permanently  reduce the Borrowing Limit to a dollar  amount  less
than  the  Borrowing  Limit then in effect by  giving  a  written
notice   (a   "Borrowing  Limit  Reduction  Notice")  to   Lender
requesting such reduction.  Any reduction in the Borrowing  Limit
pursuant  to the giving of a Borrowing Limit Reduction Notice  by
Borrower  shall  take  effect on the  first  Business  Day  after
receipt by Lender of such notice and shall constitute a permanent
and  irrevocable reduction in the Borrowing Limit.  The  Borrower
shall  have  the  option  at any time to permanently  reduce  the
Advance Rate to a percentage rate less than the Advance Rate then
in  effect  by giving a written notice (a "Advance Rate Reduction
Notice")  to Lender requesting such reduction.  Any reduction  in
the  Advance  Rate  pursuant to the giving  of  an  Advance  Rate
Reduction  Notice  by  Borrower shall take effect  on  the  first
Business  Day  after receipt by Lender of such notice  and  shall
constitute  a permanent and irrevocable reduction in the  Advance
Rate.

          B.    Annex C is amended by adding a new clause (m)  to
the end thereof to read in its entirety as follows:

                    (m)   Weekly  Cash  Flow Forecast.   No  less
          frequently than the last Business Day of each  calendar
          week, a twelve-week cash flow forecast for the Borrower
          and its Subsidiaries for the next succeeding period  of
          twelve  consecutive calendar weeks, in  such  form  and
          with   such  detail  as  is  satisfactory  to   Lender,
          accompanied by such supporting detail and documentation
          as  shall  be  requested by Lender  in  its  reasonable
          discretion.

          C.    Clause (a) of Annex D is deleted in its  entirety
and replaced with a new clause (a) as set forth below:

               (a)   Minimum  Fixed Charge Coverage  Ratio.   The
          Borrower   and  its  Subsidiaries  shall  have   on   a
          consolidated  basis,  as  of the  end  of  each  Fiscal
          Quarter set forth below, a Fixed Charge Coverage  Ratio
          for  the  period set forth below of not less  than  the
          following:

             Fiscal Quarter              Minimum Fixed
                                            Charge
                                        Coverage Ratio

             for the Rolling Period      0.20 to 1.00
             ending September 30,
             2001

             for the Rolling Period      0.01 to 1.00
             ending December 31, 2001

             for the three month         -1.80 to 1.00
             period ending March 31,
             2002

             for the six month period    -1.20 to 1.00
             ending June 30, 2002

             for the nine month          -0.30 to 1.00
             period ending September
             30, 2002

             for the Rolling Period      0.20 to 1.00
             ending December 31, 2002

             for the Rolling Period      1.70 to 1.00
             ending on each Fiscal
             Quarter thereafter



          D.    Clause (c) of Annex D is deleted in its  entirety
and replaced with a new clause (c) as set forth below:

               (c)     Minimum   EBITDA.    Borrower   and    its
          Subsidiaries  shall have on a consolidated  basis,  for
          each  period set forth below, an EBITDA for such period
          of not less than the following:

               Fiscal Quarter            Minimum EBITDA

               for the Rolling Period       $8,000,000
               ending September 30,
               2001

               for the Rolling Period       -$3,300,000
               ending December 31, 2001

               for the three month         -$13,300,000
               period ending March 31,
               2002

               for the six month period    -$16,400,000
               ending June 30, 2002

               for the nine month           $1,400,000
               period ending September
               30, 2002

               for the Rolling Period       $20,500,000
               ending December 31, 2002

               for the Rolling Period       $80,000,000
               ending on each Fiscal
               Quarter thereafter



          E.    Section 6.3(o) of the Credit Agreement is amended
by  deleting clause (i) thereof in its entirety and replacing  it
with a new clause (i) to read as follows:

          (i)  the aggregate outstanding principal amount of  all
Bayview  Indebtedness  shall  not  exceed  $48,000,000  plus  any
capitalized fees at any one time,

          3.    No  Other  Amendments.   Except  for  the  waiver
expressly  set  forth  and  referred to  in  Section  1  and  the
amendments expressly set forth and referred to in Section 2,  the
Credit  Agreement shall remain unchanged and in  full  force  and
effect.   Nothing  in  this Amendment is  intended  or  shall  be
construed to be a novation of any of the Credit Agreement  or  to
affect,  modify  or  impair the continuity or perfection  of  the
Lenders Liens under the Collateral Documents.

          4.    Representations and Warranties.  To induce Lender
to  enter  into this Amendment, Borrower and each  of  the  other
Credit  Parties hereby warrant, represent and covenant to  Lender
that:  (a) this Amendment has been duly authorized, executed  and
delivered  by  Borrower  and each other  Credit  Party  signatory
thereto, (b) after giving effect to this Amendment, no Default or
Event  of Default has occurred and is continuing as of this date,
and  (c)  after  giving  effect to this  Amendment,  all  of  the
representations and warranties made by Borrower  and  each  other
Credit Party in the Credit Agreement are true and correct in  all
material respects on and as of the date of this Amendment (except
to  the  extent  that  any  such  representations  or  warranties
expressly referred to a specific prior date).  Any breach in  any
material respect by Borrower or any other Credit Party of any  of
its  representations and warranties contained in this  Section  4
shall be an Event of Default under the Credit Agreement.

          5.    Ratification  and Acknowledgment.   Borrower  and
each  of the other Credit Parties hereby ratify and reaffirm each
and  every  term, covenant and condition set forth in the  Credit
Agreement  and all other documents delivered by such  company  in
connection therewith (including without limitation the other Loan
Documents  to  which  Borrower or any other  Credit  Party  is  a
party), effective as of the date hereof.

          6.    Estoppel.   To induce Lender to enter  into  this
Amendment,  Borrower and each of the other Credit Parties  hereby
acknowledge  and agree that, as of the date hereof, there  exists
no  right of offset, defense or counterclaim in favor of Borrower
or  any  Credit  Party  as against Lender  with  respect  to  the
obligations of Borrower or any Credit Party to Lender  under  the
Credit  Agreement  or the other Loan Documents,  either  with  or
without giving effect to this Amendment.

          7.   Conditions to Effectiveness.  This Amendment shall
become  effective, as of the Effective Date, upon receipt by  the
Lender  of  the  following, in each case, in form  and  substance
satisfactory to Lender:

          (a)   this  Amendment,  duly  executed,  completed  and
delivered by Borrower and each other Credit Party, and

          (b)   the  Ninth  Amendment to  the  Letter  of  Credit
Agreement, duly executed, completed and delivered by the Borrower
and  other  Credit Parties signatory thereto, together  with  the
related  fee  letter,  duly executed by the  Borrower,  and  such
amendment and fee letter are in full force and effect.

Upon the effective date of this Amendment, all of the waivers set
forth  in  Section 1 and the amendments set forth  in  Section  2
shall  become  effective  as  of  the  effective  date  of   this
Amendment.

          8.    Reimbursement of Expenses.  Borrower and each  of
the  other Credit Parties hereby agree that Borrower and each  of
the other Credit Parties shall reimburse Lender on demand for all
costs  and  expenses  (including  without  limitation  reasonable
attorney's  fees)  incurred  by Lender  in  connection  with  the
negotiation, documentation and consummation of this Amendment and
the other documents executed in connection herewith and therewith
and the transactions contemplated hereby and thereby.

          9.    Governing Law.  THIS AGREEMENT SHALL BE  GOVERNED
BY,  AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE  OF
NEW  YORK  FOR  CONTRACTS TO BE PERFORMED  ENTIRELY  WITHIN  SAID
STATE.

          10.  Severability of Provisions.  Any provision of this
Amendment   which   is   prohibited  or  unenforceable   in   any
jurisdiction  shall, as to such jurisdiction, be  ineffective  to
the  extent  of  such  prohibition  or  unenforceability  without
invalidating  the  remaining provisions hereof or  affecting  the
validity  or  enforceability  of  such  provision  in  any  other
jurisdiction.   To  the  extent  permitted  by  applicable   law,
Borrower  and each of the other Credit Parties hereby  waive  any
provision of law that renders any provision hereof prohibited  or
unenforceable in any respect.

          11.   Counterparts.  This Amendment may be executed  in
any  number of several counterparts, all of which shall be deemed
to  constitute  but one original and shall be  binding  upon  all
parties, their successors and permitted assigns.

          12.  Entire Agreement.  The Credit Agreement as amended
by this Amendment embodies the entire agreement between the
parties hereto relating to the subject matter hereof and
supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.

          [Remainder  of page intentionally blank; next  page  is
signature page]


          IN WITNESS WHEREOF, the parties have caused this Eighth
Amendment  to  Credit  Agreement to be  duly  executed  by  their
respective  officers thereunto duly authorized, as  of  the  date
first above written.

                         BORROWER:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer

                         LENDER:

                         GENERAL ELECTRIC CAPITAL CORPORATION


                         By /s/Craig Winslow
                         Name:     Craig Winslow
                              Its Duly Authorized Signatory


                         CREDIT PARTIES:

                         CONSOLIDATED FREIGHTWAYS CORPORATION OF
                         DELAWARE


                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer


                         CF AIRFREIGHT CORPORATION


                         By Robert E. Wrightson
                         Name:/s/Robert E. Wrightson
                         Title: Executive Vice President and
                         Chief Financial Officer


                         REDWOOD SYSTEMS, INC.


                         By:/s/Kerry K. Morgan
                         Name: Kerry K. Morgan
                         Title:  Vice President and Treasurer


                         LELAND JAMES SERVICE CORPORATION


                         By:/s/Kerry K. Morgan
                         Name: Kerry K. Morgan
                         Title:  Vice President and Treasurer

                         CF MOVESU.COM INCORPORATED


                         By:/s/Kerry K. Morgan
                         Name: Kerry K. Morgan
                         Title:  Vice President and Treasurer