Exhibit 10.03



              SEVENTH AMENDMENT TO CREDIT AGREEMENT

          THIS   SEVENTH  AMENDMENT  TO  CREDIT  AGREEMENT  (this
"Amendment"),  is made and entered into as of February  22,  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 that all capitalized terms  used  herein
shall  have the meanings ascribed thereto in the Credit Agreement
(except as otherwise expressly defined or limited herein) and  do
hereby further agree as follows:

          1.   Consent, Waiver and Release.  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 (i) consents to the  sale  of
that  certain  real property located at 14371 Santa Anna  Avenue,
Fontana  California (together with any improvements  thereon  and
any  fixtures  affixed to such real property,  collectively,  the
"Fontana Property"), (ii) waives any Default or Event of  Default
arising  under  Section  6.8 of the Credit  Agreement  solely  in
connection with the sale of the Fontana Property, (iii)  releases
its Lien on the Fontana property and (iv) waives the requirements
in  paragraphs  (b) through (e), inclusive, of  Annex  G  to  the
Credit  Agreement solely in connection with the  consummation  of
the  sale of the Fontana Property.  In order to induce Lender  to
grant  such  consent, waiver and release, Borrower hereby  agrees
that  it shall cause $800,000 of the net sale proceeds to be paid
directly to Lender to be applied to repay the principal amount of
the Loans.

          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)  Section 1.2(b)(ii) to the Credit Agreement is
          hereby  amended  by  deleting such  subsection  in  its
          entirety and substituting in lieu thereof the following
          amended  Section 1.2(b)(ii) to read in its entirety  as
          follows:


                    (ii)   Immediately upon receipt by any Credit
               Party or any Foreign or Domestic Subsidiary of any
               Credit  Party  of: (i) the proceeds of  any  Asset
               Disposition   by  such  Credit   Party   or   such
               Subsidiary (excluding (x) proceeds received by  CF
               Delaware  from  any sales of accounts  receivables
               and  related  rights made prior  to  an  Incipient
               Termination  Event or a Termination  Event  by  CF
               Delaware to the Receivables Subsidiary pursuant to
               the  Receivables  Sale and Contribution  Agreement
               and  (y) proceeds received by one or more  of  the
               SPE   Subsidiaries   in  connection   with   their
               formation and proceeds received by CF Delaware  in
               connection  with  the  transfer  of  the  Conveyed
               Properties  by CF Delaware to one or more  of  the
               SPE  Subsidiaries), other than  (1)  the  proceeds
               from  Real  Property Asset Dispositions  occurring
               after   the  Seventh  Amendment  Effective   Date,
               provided that the aggregate amount of net proceeds
               from  all  such  Real Property Asset  Dispositions
               does  not at any time exceed $4,100,000,  and  (2)
               the  proceeds  from  any other Asset  Dispositions
               that  individually are not in excess of  $100,000;
               or  (ii) the proceeds of any sale of Stock of  any
               Credit Party or any Foreign or Domestic Subsidiary
               of  any Credit Party (excluding any sale of  Stock
               from  the SPE Subsidiaries to any Credit Party  in
               connection   with  the  formation   of   the   SPE
               Subsidiaries), Borrower shall prepay the Loans  in
               an  amount equal to all such proceeds, net of  (A)
               commissions  and  other reasonable  and  customary
               transaction  costs,  fees  and  expenses  properly
               attributable  to such transaction and  payable  by
               Borrower  in connection therewith (in  each  case,
               paid  to non-Affiliates), (B) transfer taxes,  (C)
               amounts payable to holders of senior Liens (to the
               extent    such    Liens    constitute    Permitted
               Encumbrances  hereunder),  if  any,  and  (D)   an
               appropriate reserve for income taxes in accordance
               with  GAAP  in  connection  therewith.   Any  such
               prepayment  shall  be applied in  accordance  with
               Section 1.2(c) below.


               (B)   Annex  A to the Credit Agreement  is  hereby
          amended by deleting therefrom definitions of "Borrowing
          Base" and "Revolving Loan Commitment" in their entirety
          and  substituting the following amended definitions  of
          such terms 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%)  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  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
               Revolving Loan Commitment is then equal to or less
               than $25,000,000.


                    "Revolving   Loan   Commitment"   means   the
               commitment  of  Lender  to make  Revolving  Credit
               Advances,  which commitment shall  be  Forty  Nine
               Million Two Hundred Thousand Dollars ($49,200,000)
               on  the Seventh Amendment Effective Date, as  such
               amount  may be adjusted, if at all, from  time  to
               time thereafter in accordance with this Agreement.


               (C)   Annex  A to the Credit Agreement  is  hereby
          further  amended  by adding in alphabetical  order  the
          following definitions:


                    "Seventh Amendment Effective Date" shall mean
               February 22, 2002.


               (D)   Annex  F to the Credit Agreement  is  hereby
          amended  by  deleting the reference to the 14371  Santa
          Anna  Avenue,  Fontana, California property  from  such
          annex.

          3.   No Other Amendments.  Except for the covenant,
waiver and release 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, subject to the prior
or subsequent 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.

          (b)  evidence of the consummation of the sale of the
Fontana Property.

          (c)  evidence that CF Delaware has received net
proceeds of $902,305.88 in immediately available funds from the
sale of the Fontana Property.

          (d)  a payment directly from buyer's escrow agent to
Lender of $800,000 in immediately available funds representing a
portion of the sale proceeds in connection with the sale of the
Fontana Property, to be applied to the repayment of the principal
amount of the Loans.

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



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                              page]


          IN  WITNESS  WHEREOF,  the  parties  have  caused  this
Seventh  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 /s/Robert E. Wrightson
                         Name: Robert E. Wrightson
                         Title:  Executive  Vice  President   and
                         Chief Financial Officer

                         LENDER:

                         GENERAL ELECTRIC CAPITAL CORPORATION


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


                         CREDIT PARTIES:

                         CONSOLIDATED FREIGHTWAYS CORPORATION  OF
                         DELAWARE


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


                         CF AIRFREIGHT CORPORATION


                         By /s/Robert E. Wrightson
                         Name: 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