Exhibit 10.04


         TENTH AMENDMENT TO LETTER OF CREDIT AGREEMENTS

          THIS  TENTH  AMENDMENT TO LETTER OF  CREDIT  AGREEMENTS
(this "Amendment"), is made and entered into as of April 15, 2002
(the  "Effective  Date"),  by and among CONSOLIDATED  FREIGHTWAYS
CORPORATION, a Delaware corporation ("Debtor"), the other  Credit
Parties  signatory  to the Letter of Credit  Agreement  described
below  (collectively,  together  with  the  Debtor,  the  "Credit
Parties")  and GENERAL ELECTRIC CAPITAL CORPORATION,  a  Delaware
corporation ("GE Capital").

                      W I T N E S S E T H:

          WHEREAS,  Debtor  and GE Capital are  parties  to  that
certain  Letter of Credit Agreement, dated as of April  27,  2001
(as amended to the date hereof, the "Letter of Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall  have the meanings given such terms in the Letter of Credit
Agreement), and

          WHEREAS,  Debtor,  the  other  Credit  Parties  and  GE
Capital  desire  to  modify the Letter  of  Credit  Agreement  in
certain respects, all 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, the Debtor, the other Credit Parties and  GE
Capital do hereby agree as follows:

          1.   Waivers.  Subject to the terms and conditions of this
Amendment,  including without limitation the fulfillment  of  the
conditions  to  effectiveness specified in Section  8  below,  GE
Capital  hereby waives any Default or Event of Default  that  has
occurred  as  a  result of (i) the violation  by  the  Debtor  of
Section  6.8(i) of the Letter of Credit Agreement (as  in  effect
immediately  prior  to  the date of this Amendment)  due  to  the
payment  by CF Delaware to CFCD 2002 LLC of monthly rent  in  the
amount  of approximately $331,000 on or about February 19,  2002,
approximately   $240,000  on  or  about   March   1,   2002   and
approximately $240,000 on or about April 1, 2002, in  each  case,
to  the extent that such payments were in excess of the amount of
rent permitted to be paid by CF Delaware under Section 6.8(i) (as
in  effect  immediately prior to the date of this Amendment)  and
(ii) the failure by the Debtor to deliver in a timely manner  its
annual  audited  financial statements for fiscal year  2001  (the
"Financial  Statements") and related reports and certificates  as
required pursuant to paragraph (a) of Annex E, provided, however,
that  if  the  Financial  Statements  and  related  reports   and
certificates  as  required by paragraph (a) of Annex  E  are  not
delivered  by Debtor to Creditor on or prior to April  19,  2002,
the  foregoing  waiver  in clause (ii) of  this  Section  1  will
automatically terminate and be null and void without  notice  to,
or any other action by, Debtor, GE Capital or any other Person.

2.   Amendment of the Letter of Credit Agreements.  Subject to
the terms and conditions of this Amendment, including without
limitation the fulfillment of the conditions precedent specified
in Section 8 below, the Letter of Credit Agreement is hereby
amended as follows:
          A.    Section 6.8 to the Letter of Credit Agreement  is
hereby amended by deleting clause (i) thereof and substituting in
lieu thereof a new clause (i) to read in its entirety as follows:

               (i)   the  transfer of the Conveyed Properties  or
          any  other  real  property  (provided  that  such  real
          property does not constitute any of the Collateral, the
          "Collateral" (as such term is defined in the  Revolving
          Credit  Agreement) or the Receivables), by CF  Delaware
          to  CFCD 2002 LLC, a Delaware limited liability company
          ("CFCD  2002 LLC"), and the lease-back of such Conveyed
          Properties or other real property (provided  that  such
          real   property  does  not  constitute   any   of   the
          Collateral, the "Collateral" (as such term  is  defined
          in  the Revolving Credit Agreement) or the Receivables)
          by  CFCD  2002  LLC  to  CF Delaware  (the  "Lease-back
          Transactions"), provided that (a) the aggregate monthly
          rent  paid or payable by CF Delaware from time to  time
          in  connection  with such Lease-back Transactions  does
          not  at  any  time  exceed the Maximum  Monthly  Rental
          Amount,  (b)  all such rent shall be used  by  the  SPE
          Subsidiaries  to pay such principal and  interest  when
          due,  to make required tax and insurance payments (into
          escrow   or   otherwise)  and  to  make   the   capital
          contributions  to  CF  Delaware  required  pursuant  to
          Section  3 of the Tenth Amendment, and (c) the proceeds
          received  by  CF  Delaware  from  CFCD  2002   LLC   in
          connection  with such transfer made (i) on  the  Eighth
          Amendment Effective Date, shall be used by CF  Delaware
          to  create  additional Net Availability  under  and  as
          defined  in  the Letter of Credit Agreement,  and  (ii)
          after  the Eighth Amendment Effective Date, to be  used
          by   CF   Delaware  for  working  capital  and  general
          corporate purposes.

          B.    Annex  A  to  the Letter of Credit  Agreement  is
     hereby amended by adding in alphabetical order the following
     definitions:

               "CFCD 2002 LLC Debt Service Amount" means, for any
          monthly  period  commencing on and  after  February  1,
          2002,  an  amount equal to the sum of (i) the aggregate
          fixed  monthly payment of principal and interest  under
          all of the Bayview Indebtedness to the extent expressly
          permitted  under Section 6.3(o), plus  (ii)  an  amount
          equal  to  one-twelfth (1/12) of the amount  of  annual
          costs for taxes and insurance payments estimated to  be
          due as required under the CFCD 2002 LLC Leases or under
          the  mortgages, in each case, as in effect on the  date
          hereof securing the Bayview Indebtedness.

               "CFCD  2002  LLC Leases" means, collectively,  the
          leases  between CF Delaware and CFCD 2002  LLC  entered
          into in connection with the Lease-back Transactions, as
          in effect on the date of this Amendment.

               "Excess  Amount"  means, for  any  monthly  period
          commencing on and after February 1, 2002, the lesser of
          (a) $540,000, subject to adjustments applicable to such
          monthly  period based on changes in the consumer  price
          index  as  applied to the gross monthly rent under  the
          CFCD 2002 LLC Leases to the extent such adjustments are
          required  under the terms of the CFCD 2002  LLC  Leases
          (but  in  any event to be limited to an amount  not  to
          exceed  $750,000  after  giving  effect  to  any   such
          adjustments), and (b) an amount equal to (i) the  Fixed
          Rent  Amount  for such period, subject  to  adjustments
          applicable  to such monthly period based on changes  in
          the consumer price index to the extent such adjustments
          are  required  under the terms of  the  CFCD  2002  LLC
          Leases, less (ii) an amount equal to the CFCD 2002  LLC
          Debt Service Amount, for such period.

               "Fixed  Rent Amount" means, for any monthly period
          commencing  on and after February 1, 2002, the  amounts
          set forth on Schedule 1 attached to the Tenth Amendment
          for  such  period,  representing the aggregate  monthly
          rent  payable by CF Delaware, as lessee, under the CFCD
          2002   LLC   Leases  for  such  period   (without   any
          adjustments  based  on changes in  the  consumer  price
          index or otherwise).

               "Maximum  Monthly Rental Amount"  means,  for  any
          monthly  period  commencing on and  after  February  1,
          2002,  an amount equal to the sum of (a) CFCD 2002  LLC
          Debt  Service  Amount  for such period,  plus  (b)  the
          Excess Amount for such period.

               "Tenth   Amendment"  means  that   certain   Tenth
          Amendment to the Letter of Credit Agreements  dated  as
          of  April 15, 2002 by and among the Credit Parties  and
          Creditor

          3.   Covenants.  By no later than the earlier of (i) the last
Business Day of each calendar month on and after the date of this
Amendment  and  (ii) the Distribution Date,  Debtor  shall  cause
CFCD 2002 LLC to distribute to CF Delaware as a cash dividend  an
amount  equal  to  the  Excess Amount as defined  above  in  this
Amendment.  The Excess Amount required to be distributed by  CFCD
2002 LLC to CF Delaware on each Distribution Date pursuant to the
immediately preceding sentence shall be sent by wire transfer  in
immediately available funds to the Blocked Account.  On a monthly
basis  on or prior to each Distribution Date Debtor will  execute
and  deliver to GE Capital an officer's certificate, in form  and
substance  reasonably  satisfactory to GE  Capital,  showing  the
computations  of  the  Excess Amount  for  the  relevant  monthly
period.   Debtor  further agrees to promptly (and  in  any  event
within  two Business Days) after request provide GE Capital  with
any  information or detail as to the calculation  of  the  Excess
Amount  or  any component thereof that GE Capital may  reasonably
request.   The failure by any Credit Party to neglect  to  timely
perform,  keep  or  observe  any  of  foregoing  covenants  shall
constitute  an immediate Event of Default.  As used  herein,  the
term "Distribution Date" means, for each calendar month occurring
on  and  after the date of this Amendment, the date in each  such
month  which  is the fifth Business Day following  the  scheduled
date of all monthly payments of principal and interest in respect
of the Bayview Indebtedness required to be made by CFCD 2002 LLC.

4.   No Other Amendments.  Except for the waivers expressly set
forth and referred to in Section 1, the amendments expressly set
forth and referred to in Section 2, and the covenants set forth
in Section 3, the Letter of 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 Letter of Credit Agreement or to affect, modify or
impair the continuity or perfection of GE Capital's Liens under
the Collateral Documents.

          5.   Representations and Warranties.  To induce GE Capital to
enter  into  this Amendment, Debtor and each of the other  Credit
Parties  hereby  warrant, represent and covenant  to  GE  Capital
that:  (a) this Amendment has been duly authorized, executed  and
delivered by Debtor and each 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 Debtor and each Credit Party in the Letter
of 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
Debtor  or  any  Credit Party of any of its  representations  and
warranties  contained  in this Section 5 shall  be  an  Event  of
Default under the Letter of Credit Agreement.
6.   Ratification and Acknowledgment.  Debtor and each of the
other Credit Parties hereby ratify and reaffirm each and every
term, covenant and condition set forth in the Letter of Credit
Agreement and all other documents delivered by such company in
connection therewith (including without limitation the other
Letter of Credit Documents to which Debtor or any Credit Party is
a party), effective as of the date hereof.
7.   Estoppel.  To induce GE Capital to enter into this
Amendment, Debtor 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 Debtor or
any Credit Party as against GE Capital with respect to the
obligations of Debtor or any Credit Party to GE Capital under the
Letter of Credit Agreement or the other Letter of Credit
Agreement Documents, either with or without giving effect to this
Amendment.

          8.   Conditions to Effectiveness.  This Amendment shall become
effective,  as  of  the Effective Date, (a) upon  receipt  by  GE
Capital of this Amendment, duly executed, completed and delivered
by  Debtor  and  each other Credit Party, in form  and  substance
satisfactory to GE Capital and (b) the Ninth Amendment to  Credit
Agreement,  dated  as  of the date hereof, among  Debtor  and  GE
Capital shall have been executed and delivered to GE Capital  and
be  in  full force and effect.  Upon the effective date  of  this
Amendment, the waivers set forth in Section 1, the amendments set
forth  in Section 2 and the covenants set forth in Section  3  of
this Amendment shall become effective as of the effective date of
this Amendment.


          9.   Reimbursement of Expenses.  Debtor and each of the other
Credit  Parties hereby agree that Debtor and each  of  the  other
Credit Parties shall reimburse GE Capital on demand for all costs
and  expenses (including without limitation reasonable attorney's
fees)  incurred by GE Capital 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.
10.  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.
11.  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, Debtor and each of the
other Credit Parties hereby waive any provision of law that
renders any provision hereof prohibited or unenforceable in any
respect.

          12.  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.
13.  Entire Agreement.  The Letter of 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 Tenth Amendment to Letter of Credit Agreements to be duly
executed by their respective officers thereunto duly authorized,
as of the date first above written.



                         DEBTOR:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


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

                         GENERAL ELECTRIC CAPITAL CORPORATION


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


                         SUBSIDIARY GUARANTORS:


                         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
                         Schedule 1 --Fixed Rent Amount

        Address               City        Sta    Fixed Rent
                                          te       Amount
1.  21300 Wilmington     Long Beach       CA      $35,400
Ave.
2.  499 Valley Drive     Brisbane         CA      $33,600
3.  2045 East Washington Los Angeles      CA      $44,400
Blvd.
4.  9450 Dowdy Drive     Miramar          CA      $12,800
5.  2200 North Batavia   Orange           CA      $32,450
6.  13645 Live Oak Lane  Pasadena         CA      $13,600
7.  12100 Motague Street San Fernando     CA      $15,500
                         Valley
8.  3355 N.W. 41st       Miami            FL      $25,500
Street
9.  828 West Taft        Orlando          FL      $61,425
Vineland Rd.
10.  6801 N.E. 82nd      Gresham          OR      $18,800
Avenue
11.  2325 South 3200     Salt Lake City   UT      $47,200
West
12.  1200 Wright Avenue  Richmond         CA      $18,700
13.  401 & 517 West      Milwaukee        WI      $35,000
Layton Ave.
14.  300 North Clark     El Paso          TX      $24,800
Drive

        Address               City        Sta    Fixed Rent
                                           te      Amount
1.  4207 Gardner Lane    Kansas City      MO      $50,400
2.  877 Niagra St.       Buffalo          NY      $16,200
3.  1600 S. Warfield St. Philadelphia     PA      $56,400
4.  3955 E. Shelby Dr.   Memphis          TN      $63,525
5.  192 Sweet Hollow Rd. Old Bethpage     NY      $32,400
6.  11 West St.          Brooklyn         NY      $88,800
7.  5025 & 5001 Sunset   Charlotte        NC      $34,500
Rd.
8.  7611 South Airport   Stockton         CA      $11,550
Way
9.  390 Commercial St.   San Jose         CA      $23,800
10.  6050 E. Marginal    Seattle          WA      $59,000
Way
11.  6305 E. 58th St.    Commerce City    CO      $27,225
12.  4111 NE Loop 410    San Antonio      TX       $9,430
13.  835 Gold Street     Manchester       NH       $8,514
14.  1601 Villa Street   Elgin            IL      $16,200
15.  1525 Sams Avenue    Harahan          LA      $15,400
16.  4847 Blaffer St.    Houston          TX      $47,000
17.  130 Woodmont Road   Milford          CT      $10,800
18.  1650 Kleppe Lane    Sparks           NV      $17,850
19.  295 Salem St.       Woburn           MA      $18,300
20.  460 Transport Ct.   Lexington        KY      $13,490
21.  25 Demarest Drive   Wayne            NJ      $25,850
22.  4601 Carey Street   Fort Worth       TX      $31,500
23.  4723 West Hacienda  Las Vegas        NV      $15,375
Ave.
24.  9680 Eagle Ave.     Dearborn         MI      $10,260
25.  606 North Fiske     Spokane          WA      $13,750
Ave.