<PAGE>

                                                                    EXHIBIT 10.3

                                 AMENDMENT TO
                            STOCKHOLDERS AGREEMENT



     THIS AGREEMENT is made as of the 19th day of April, 2001 by and among
Transit Group, Inc., a Florida corporation (the "Company"), those holders of
Series B Preferred Stock, no par value per share, of the Company (the "Series B
Stock") and common stock of the Company set forth on Annex I hereto
(individually, a "Stockholder and collectively, the "Stockholders").

     WHEREAS, the Company and the Stockholders entered into that certain
Stockholders Agreement dated as of May 13, 1999 (the "Stockholders Agreement")
in connection with the sale by the Company of 5,000,000 shares of its Series A
Preferred Stock, no par value per share ("Series A Stock"), to GE Capital Equity
Investments, Inc. (the "Purchaser") pursuant to the terms of that certain Stock
Purchase Agreement by and between the Company and the Purchaser dated May 13,
1999 (the "Series A Agreement"); and

     WHEREAS, the Company has issued to General Electric Capital Corporation an
option to purchase shares of the Company's Common Stock (the "Option"); and

     WHEREAS, the parties to the Stockholders Agreement desire for certain of
the terms and conditions of the Stockholders Agreement to apply to the Series B
Stock and the common stock underlying the Option, subject to the amendments set
forth herein.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree to amend the
Stockholders Agreement as follows:

     1.    Upon the consummation of the sale of the Series B Stock to the
Stockholders, the definition of "Convertible Preferred Stock" shall mean the
Series A Convertible Preferred Stock, no par value, of the Company and the
Series B Convertible Preferred Stock, no par value, of the Company.

     2.    Upon the issuance of the Option, the term "Stock" shall be deemed to
include shares of Common Stock issuable upon exercise of the Option in
accordance with the terms thereof.

     3.    Except as expressly set forth in this Amendment, the Stockholders
Agreement is ratified and confirmed, shall remain in full force and effect and
shall not be altered, amended or modified.

     4.    This Agreement may be executed in counterparts, all of which taken
together shall constitute one in the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first written above.


                              TRANSIT GROUP, INC.


                              By: /s/ Philip A. Belyew
                                  -----------------------------------------
                                      Philip A. Belyew, CEO



                              GE CAPITAL EQUITY INVESTMENTS, INC.


                              By: /s/ Patrick H. Dowling
                                  -----------------------------------------
                                      Patrick H. Dowling, Managing Director



                              /s/ T. Wayne Davis
                              ---------------------------------------------
                              T. WAYNE DAVIS



                              /s/ Philip A. Belyew
                              ---------------------------------------------
                              PHILIP A. BELYEW


                              GENERAL ELECTRIC CAPITAL CORPORATION



                              By: /s/ Dennis Bickerstaff
                                  ------------------------------------------
                              Name:   Dennis Bickerstaff
                              Title:  Managing Director / Senior Risk Manager


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