<PAGE>
                                                                   Exhibit 10.10

                                                       April 23, 2003


<TABLE>
<S>                                                    <C>
Via Federal Express                                    Via Federal Express
CD&L, INC.                                             K.B.D. SERVICES, INC.
80 Wesley Street                                       c/o CD&L, INC.
Hackensack, New Jersey 07606                           80 Wesley Street
         Attention: Russell Reardon, CFO               Hackensack, New Jersey 07606
                                                                Attention: Russell Reardon, CFO

Via Federal Express                                    Via Federal Express
CLAYTON/NATIONAL                                       OLYMPIC COURIER
         COURIER SYSTEMS, INC.                                  SYSTEMS, INC.
c/o CD&L, INC.                                         c/o CD&L, INC.
80 Wesley Street                                       80 Wesley Street
Hackensack, New Jersey 07606                           Hackensack, New Jersey 07606
         Attention: Russell Reardon, CFO                        Attention: Russell Reardon, CFO

Via Federal Express                                    Via Federal Express
CLICK MESSENGER                                        SECURITIES COURIER
         SERVICE, INC.                                     CORPORATION
c/o CD&L, INC.                                         c/o CD&L, INC.
80 Wesley Street                                       80 Wesley Street
Hackensack, New Jersey 07606                           Hackensack, New Jersey 07606
         Attention: Russell Reardon, CFO                        Attention: Russell Reardon, CFO

</TABLE>

         Re:  $15,000,000 Revolving Loan/Letters of Credit Facility from SUMMIT
              BUSINESS CAPITAL CORP., doing business as Fleet Capital-Business
              Finance Division, to CD&L, INC., CLAYTON/NATIONAL COURIER SYSTEMS,
              INC., CLICK MESSENGER SERVICE, INC., K.B.D. SERVICES, INC.,
              OLYMPIC COURIER SYSTEMS, INC. and SECURITIES COURIER CORPORATION

Dear Mr. Reardon:

         On June 27, 2002, CD&L, INC. ("CD&L"), CLAYTON/NATIONAL COURIER
SYSTEMS, INC., CLICK MESSENGER SERVICE, INC., K.B.D. SERVICES, INC., OLYMPIC
COURIER SYSTEMS, INC. and SECURITIES COURIER CORPORATION (collectively
"Borrowers") and SUMMIT BUSINESS CAPITAL CORP., doing business as Fleet
Capital-Business Finance Division (hereinafter "Summit Business Capital")
entered into a certain Loan and Security Agreement (hereinafter the "2002 Loan
Agreement"). Pursuant to the 2002 Loan

<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 2


Agreement, Summit Business Capital extended to the Borrowers a $15,000,000
Revolving Loan/Letters of Credit facility (hereinafter the "Revolving Loan").

         The 2002 Loan Agreement was amended by a letter amendment dated as of
November 19, 2002 (the "November 2002 Waiver Letter") and again amended by a
letter amendment dated as of January 30, 2003 (the "January 2003 Waiver
Letter").

         Pursuant to the November 2002 Waiver Letter, Summit Business Capital
waived the Event of Default which arose under Section 7.10 of the 2002 Loan
Agreement because CD&L failed, as at the fiscal quarter ending September 30,
2002, to make scheduled payments due under its certain $1,650,000 (face amount)
promissory note dated February 6, 1999 (the "Gold Note"). The registered holder
of the Gold Note (the "Gold Noteholder") is the Trust created under Paragraph
Third of the Last Will and Testament of Charles Gold. In the definition of
"Seller Subordinated Notes" set forth in the 2002 Loan Agreement, the original
face amount of the Gold Note was erroneously recited to be $1,450,000 rather
than $1,650,000.

         Pursuant to the January 2003 Waiver Letter, Borrowers were advised that
effective January 1, 2003, Summit Business Capital, the lender under the 2002
Loan Agreement, was merged into Fleet Capital Corporation ("Fleet"). As part of
the January 2003 Waiver Letter, Borrowers confirmed and accepted each and all of
the following terms and conditions:

         (a)     Borrowers consented to Summit Business Capital's assignment to
                 Fleet of all of Summit Business Capital's rights and remedies
                 under the 2002 Loan Agreement and the Loan Documents described
                 therein.

         (b)     Borrowers consented to Summit Business Capital's delegation to
                 Fleet of all of Summit Business Capital's obligations under the
                 2002 Loan Agreement and the Loan Documents described therein.

         (c)     Borrowers agreed that on and after the date of the January 2003
                 Waiver Letter Borrowers would look only to Fleet, and not to
                 Summit Business Capital, for any obligation heretofore required
                 of Summit Business Capital under the 2002 Loan Agreement and
                 the Loan Documents described therein.



<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 3



         (d)     Borrowers released Summit Business Capital from any obligation
                 which Summit Business Capital may have had under the 2002 Loan
                 Agreement and the Loan Documents described therein.

         Also pursuant to the January 2003 Waiver Letter, Fleet (as the
successor to Summit Business Capital) allowed CD&L to assign and transfer to the
Gold Noteholder all of the right, title and interest of CD&L (as noteholder) in
and to that certain $2,500,000 (face amount) note of Sureway Worldwide, LLC,
dated March 30, 2001 (the "Sureway Note"). Effective upon such assignment and
transfer and in consideration thereof, CD&L was released from all of its
obligations under the Gold Note, such Gold Note being deemed as a result to have
been paid in full.

         The waiver set forth in the November 2002 Waiver Letter was subsumed by
the waiver and consent set forth in the January 2003 Waiver Letter. Thus, as
already set forth in the January 2003 Waiver Letter, the November 2002 Waiver
Letter is no longer be in force and effect, having been replaced by the January
2003 Waiver Letter.

         Borrowers have now advised Fleet that Borrowers are not in compliance
with the "No Quarterly Loss" covenant set forth in Section 5.22 of the Loan
Agreement.

         In this regard, Section 5.22 of the Loan Agreement provides in relevant
part as follows:

                  5.22   No Quarterly Loss except for First Fiscal Quarter.

                         (a) As at the end of each second, third and fourth
                  fiscal quarter for each of BORROWERS' fiscal years (commencing
                  with the fiscal quarter ending June 30, 2002), the BORROWERS
                  shall have consolidated minimum year-to-date net income before
                  extraordinary items (including therein goodwill impairment
                  charges) of at least $1.00.

                         (b) This covenant shall be tested as at the end of each
                  second, third and fourth fiscal quarter for each of BORROWERS'
                  fiscal years (commencing with the fiscal quarter ending June
                  30, 2002) by reference to the BORROWERS' quarterly financial
                  statements required to be submitted pursuant to this Agreement
                  for each such fiscal quarter and by using GAAP with the
                  exception of


<PAGE>


CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 4

                  "goodwill impairment" charges which are not considered
                  extraordinary items under GAAP.

         Borrtowers have failed to comply with the aforesaid covenant for their
fiscal quarter ending December 31, 2002, because they experienced a loss of
$542,000 as at the applicable December 31, 2002 testing date.

         Borrowers' failure to comply with the aforesaid covenant constitutes an
Event of Default under, among other provisions, Section 7.2 of the Loan
Agreement. Borrowers have requested that Fleet waive such Event of Default for
the fiscal quarter ending December 31, 2002, and only for such quarter.

         Borrowers have also advised Fleet that Borrowers do not expect to be in
compliance with the "Fixed Charge Coverage" covenant set forth in Section 5.24
of the Loan Agreement as at the testing dates of June 30, 2003, September 30,
2003 and March 31, 2004.

         In this regard, Section 5.24 of the Loan Agreement provides in relevant
part as follows:

                  5.24 Fixed Charge Coverage.

                       (a) The BORROWERS must maintain their consolidated
                  "Fixed Charge Coverage" at the following levels:

                                     * * *

         (4) The BORROWERS must maintain their consolidated "Fixed Charge
Coverage" at a ratio equal to or greater than 1.0 to 1.0 as at the end of their
fourth fiscal quarter for 2002 and as at the end of each fiscal quarter
thereafter.

         Borrowers project that they will fail to comply with the aforesaid
covenant as at the testing dates of June 30, 2003, September 30, 2003 and March
31, 2004.

         Borrowers' failure to comply with the aforesaid covenant would
constitute an Event of Default under, among other provisions, Section 7.2 of the
Loan Agreement. In anticipation of that, Borrowers have requested that Fleet
reset such covenants for the testing dates of June 30, 2003,


<PAGE>


CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 5

September 30, 2003 and March 31, 2004 to a Fixed Charge Coverage ratio that is
in conformity with Borrowers' present projections.

         In this regard, please be advised that Fleet will honor Borrowers'
requests and does hereby (1) waive any Event of Default which would arise by
Borrowers' failure to comply with Section 5.22 of the Loan Agreement as of the
December 31, 2002 testing date, and only such testing date and (2) agree to
reset the Fixed Charge Coverage ratio set forth in Section 5.24 of the Loan
Agreement for the testing dates of June 30, 2003, September 30, 2003 and March
31, 2004 (and no others) to a Fixed Charge Coverage ratio that is in conformity
with Borrowers' present projections.

         Fleet's aforesaid waiver and consent is, however, subject to Borrowers'
confirmation and acceptance of the following terms and conditions (and
Borrowers' acceptance of this letter by their execution of a copy hereof will be
deemed such confirmation and acceptance):

         (1)      This waiver and consent relates only to Borrowers' failure to
                  comply with Section 5.22 of the Loan Agreement as of the
                  December 31, 2002 testing date, and only such testing date.

         (2)      Section 5.24(a) and Section 5.24(b)(1) of the Loan Agreement
                  are hereby amended so as to now provide as follows:

                  5.24 Fixed Charge Coverage.

                       (a) The BORROWERS must maintain their consolidated "Fixed
                  Charge Coverage" at the following levels:

                           (1)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than .9 to 1.0 as at the end of their
                                first fiscal quarter for 2002.

                           (2)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than .95 to 1.0 as at
<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 6

                                the end of their second fiscal quarter for 2002.

                           (3)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than .9 to 1.0 as at the end of their
                                third fiscal quarter for 2002.

                           (4)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than 1.0 to 1.0 as at the end of their
                                fourth fiscal quarter for 2002.

                           (5)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than 1.0 to 1.0 as at the end of their
                                first fiscal quarter for 2003.

                           (6)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than .90 to 1.0 as at the end of their
                                second fiscal quarter for 2003.

                           (7)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than .85 to 1.0 as at the end of their
                                third fiscal quarter for 2003.

                           (8)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than 1.0 to 1.0 as at

<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 7


                                the end of their fourth fiscal quarter for 2003.

                           (9)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than .90 to 1.0 as at the end of their
                                first fiscal quarter for 2004.

                           (10) The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than 1.0 to 1.0 as at the end of their
                                second fiscal quarter for 2004 and as at the end
                                of each fiscal quarter thereafter.

                       (b) (1) For purposes of this covenant, "Fixed Charge
                  Coverage" means the following ratio:

                     BORROWERS' consolidated earnings before
                 interest, taxes, depreciation and amortization
                     LESS BORROWERS' consolidated "Unfunded
                             Capital Expenditures"
                    LESS BORROWERS' consolidated cash payment
                            of income tax liabilities
                 LESS cash distributions to CD&L's stockholders

                                  -divided by--

                        all consolidated interest expense
               PLUS all maturities of consolidated long term debt
                 which came due and were payable in the ordinary
                    course during the applicable test period
                PLUS all maturities of Capital Lease Obligations
                which came due and were payable in the ordinary
                    course during the applicable test period


<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 8


                      LESS all payments made to the Senior
                    Subordination Lenders for which a reserve against
                    "loan value" had been established

         (3)      A new Section 5.28 is hereby added to the Loan Agreement so as
                  to provide as follows:

                  5.28 Fixed Charge Coverage as at 09/30/03 and 12/31/03.

                       (a) The BORROWERS must maintain their consolidated "Fixed
                           Charge Coverage" as at September 30, 2003 and as at
                           December 31, 2003 at the following levels:

                           (1)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than 1.2 to 1.0 as at the end of their
                                third fiscal quarter for 2003.

                           (2)  The BORROWERS must maintain their consolidated
                                "Fixed Charge Coverage" at a ratio equal to or
                                greater than 1.3 to 1.0 as at the end of their
                                fourth fiscal quarter for 2003.

                       (b) For purposes of this covenant, "Fixed Charge
                           Coverage" has the meaning given that term in Section
                           5.24(b)

                       (c) This covenant shall be tested as at September 30,
                           2003 and as at December 31, 2003, for BORROWERS'
                           performance during each such quarter, by reference to
                           the BORROWERS' quarterly financial statements
                           required to be submitted under this Agreement and by
                           using GAAP.



<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 9


                       (d) Although compliance with this Section will be tested
                           quarterly as aforesaid, nothing in the foregoing
                           shall prevent LENDER from determining that this
                           covenant has been violated prior to LENDER's receipt
                           of any of the aforementioned financial statements in
                           the event LENDER obtains actual knowledge that the
                           BORROWERS are not in compliance with this covenant.

         (4)           (a) Borrowers must confirm and, by their acceptance and
                           execution of a copy of this letter, do confirm that
                           all amounts due and owing under the Revolving Loan,
                           the Loan Agreement and the Loan Documents described
                           therein (hereinafter the "Loan Documents") are owed
                           to Fleet without offset, defense, recoupment,
                           set-off, deduction, or counterclaim.

                       (b) Borrowers must confirm and, by their acceptance and
                           execution of a copy of this letter, do confirm that
                           as of the opening of business on April 14, 2003, the
                           following principal and interest amounts, together
                           with were owed on the Revolving Loan:

                       (1)  Principal      $1,308,172.84

                       (2)  Interest:      accrued interest from April 1, 2003.

                       (c) Borrowers must confirm and, by their acceptance and
                           execution of a copy of this letter, do confirm that
                           as of the opening of business on April 14, 2003, the
                           following letter of credit was outstanding under the
                           Loan Agreement:

                       (1) Fleet National Bank Irrevocable Standby Letter of
                           Credit #5S1333508 $7,000,000.00 (US Dollars) (face
                           amount) Beneficiary: UBS Cayman Islands Ltd.



<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 10


         (5)      Borrowers must pay Fleet a waiver fee of $20,000 and, by their
                  acceptance and execution of a copy of this letter, do
                  authorize Fleet to charge the Revolving Loan the amount of
                  such waiver fee.

         (6)      Borrowers must confirm and, by their acceptance and execution
                  of a copy of this letter, do confirm that there exist no
                  claims or charges against any actions or inactions of Fleet in
                  extending the Revolving Loan or in making disbursements
                  thereunder or in otherwise administering the Revolving Loan,
                  the Loan Agreement and/or the Loan Documents.

         (7)      Borrowers must waive, release and discharge and, by their
                  acceptance and execution of a copy of this letter, do waive,
                  release and discharge any and all claims or causes of action
                  of any kind whatsoever, whether at law or in equity, arising
                  on or prior to the date hereof, which Borrowers may have
                  against Fleet, its predecessors, its successors and assigns,
                  agents, employees and counsel, in connection with the
                  Revolving Loan, the Loan Agreement and the Loan Documents. The
                  waivers and releases made herein include the waiver of any
                  damages which may have been or may in the future be caused to
                  Borrowers their respective properties or business prospects
                  because of the actions waived and released and the agreements
                  made herein, including without limitation, any actual or
                  implicit, direct or indirect, incidental or consequential
                  damages suffered by Borrowers therefrom, including but not
                  limited to (a) lost profits, (b) loss of business opportunity,
                  (c) increased financing costs, (d) increased legal and other
                  administrative fees and (e) damages to business reputation.

         (8)      Borrowers must confirm and, by their acceptance and execution
                  of a copy of this letter, do confirm that all of the terms,
                  covenants and provisions of the Revolving Loan, the Loan
                  Agreement and the Loan Documents (as all have been hereby
                  extended) shall continue in full force and effect.

         (9)      Borrowers must continue to comply with the terms of the
                  Revolving Loan and not be in default thereunder.

         (10)     Borrowers must continue to comply with the terms of the
                  guaranty set forth in the Loan Agreement and not be in default
                  thereunder.

<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 11


         (11)     All rights of Fleet shall continue to be determined in
                  accordance with the Loan Agreement and the Loan Documents
                  until all Liabilities (as defined in the Loan Agreement) are
                  paid in full.

         (12)     The obligations of each Borrower, as a guarantor of the
                  amounts owed by the other Borrowers under the Loan Agreement,
                  continue in full force and effect and are not impaired or
                  otherwise lessened or adversely affected by the waiver granted
                  by this letter.

         (13)     This letter will be deemed a modification of the Loan
                  Agreement and Borrowers' obligations hereunder will be
                  considered a covenant of the Loan Agreement.

         (14)     All of the other Loan Documents shall be deemed to be amended
                  in manner consistent hereto and conforming herewith.

         (15)     Borrowers must pay for the services of Fleet's counsel who was
                  engaged to review the Loan Agreement and to assist in the
                  preparation of this letter. Borrowers understand that they are
                  remain obligated to pay for the services of Fleet's counsel
                  who was previously engaged to do all necessary UCC follow up
                  after the June 27, 2002, and to assist in the preparation of
                  the November 2002 Waiver Letter and the January 2003 Waiver
                  Letter, bills for all of which have not yet been rendered. By
                  their acceptance and execution of a copy of this letter,
                  Borrowers authorize Fleet to charge the Revolving Loan the
                  amount of such fees.

         If Borrowers are in agreement with the terms and conditions of this
letter, please execute the enclosed copy of this letter and return it to me no
later than April 23, 2003.

                                Very truly yours,

                                FLEET CAPITAL CORPORATION (successor to Summit
                                Business Capital Corp., doing business as Fleet
                                Capital-Business Finance Division)


                                By:    James M. Jordan, Vice President


<PAGE>

CD&L, INC.
CLAYTON/NATIONAL COURIER SYSTEMS, INC.
CLICK MESSENGER SERVICE, INC.
K.B.D. SERVICES, INC.
OLYMPIC COURIER SYSTEMS, INC.
SECURITIES COURIER CORPORATION
April 23, 2003
Page 12


         CONSENT OF CD&L, INC., CLAYTON/NATIONAL COURIER SYSTEMS, INC.,
              CLICK MESSENGER SERVICE, INC., K.B.D. SERVICES, INC.,
        OLYMPIC COURIER SYSTEMS, INC. and SECURITIES COURIER CORPORATION

         Each of CD&L, INC., CLAYTON/NATIONAL COURIER SYSTEMS, INC., CLICK
MESSENGER SERVICE, INC., K.B.D. SERVICES, INC., OLYMPIC COURIER SYSTEMS, INC.
and SECURITIES COURIER CORPORATION hereby agrees to the terms and conditions of
the above letter as of April 23, 2003.

<TABLE>
<S>                                                 <C>
ATTEST:                                             CD&L, INC. (formerly known as Consolidated  Delivery &
                                                    Logistics Inc.)

-------------------------------------------         By:
Mark T. Carlesimo, Corporate Secretary              Russell J. Reardon, Vice President

ATTEST:                                             CLAYTON/NATIONAL COURIER SYSTEMS, INC.
                                                    BY:       CD&L, Inc., its sole stockholder

-------------------------------------------                   By:
Mark T. Carlesimo, Corporate Secretary                                 Russell J. Reardon, Vice President

ATTEST:                                             CLICK MESSENGER SERVICE, INC.
                                                    BY:       CD&L, Inc., its sole stockholder

-------------------------------------------                   By:
Mark T. Carlesimo, Corporate Secretary                                 Russell J. Reardon, Vice President

ATTEST:                                             K.B.D. SERVICES, INC.
                                                    BY:       Silver Star Express, Inc., its sole stockholder

-------------------------------------------                   By:
Mark T. Carlesimo, Corporate Secretary                                 Russell J. Reardon, Vice President

ATTEST:                                             OLYMPIC COURIER SYSTEMS, INC.
                                                    BY:       CD&L, Inc., its sole stockholder

-------------------------------------------                   By:
Mark T. Carlesimo, Corporate Secretary                                 Russell J. Reardon, Vice President

ATTEST:                                             SECURITIES COURIER CORPORATION
                                                    BY:       CD&L, Inc., its sole stockholder

-------------------------------------------                   By:
Mark T. Carlesimo, Corporate Secretary                                 Russell J. Reardon, Vice President

ATTEST:                                             SILVER STAR EXPRESS, INC.
                                                    BY:       CD&L, Inc., its sole stockholder

-------------------------------------------                   By:
Mark T. Carlesimo, Corporate Secretary                                 Russell J. Reardon, Vice President

</TABLE>