FIFTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT

     THIS FIFTH  AMENDMENT TO LOAN AND SECURITY  AGREEMENT  (this  "Amendment"),
dated  as of  May  20,  2004,  is  entered  into  by  and  among  Fleet  Capital
Corporation, as Administrative Agent (the "Administrative Agent"), Fleet Capital
Canada  Corporation,  as Canadian Agent (the "Canadian Agent"),  the Lenders and
Canadian  Participating  Lenders party to the Loan Agreement (as defined below),
Celadon Group, Inc., a Delaware corporation ("CGI"),  Celadon Trucking Services,
Inc.,  a  New  Jersey  corporation  ("CTSI"),   TruckersB2B,  Inc.,  a  Delaware
corporation  ("TB2B"),  and Celadon Canada,  Inc., an Ontario corporation ("CCI"
and together  with CGI,  CTSI and TB2B,  collectively,  the  "Borrowers"),  with
reference to the following facts:

                                    RECITALS

     A. The Administrative  Agent, the Canadian Agent, the Lenders, the Canadian
Participating  Lenders and the  Borrowers  are parties to the Loan and  Security
Agreement,  dated as of September  26, 2002,  as amended by the Waiver and First
Amendment to Loan and  Security  Agreement,  dated as of January 31,  2003,  the
Waiver and Second  Amendment to Loan and Security  Agreement,  dated as of April
24, 2003, the Third Amendment to Loan and Security Agreement, dated as of August
21, 2003, and the Fourth Amendment to Loan and Security  Agreement,  dated as of
January 16, 2004  (collectively,  the "Loan  Agreement"),  pursuant to which the
Lenders have provided the Borrowers with certain credit facilities.

     B. CGI proposes to issue additional shares of its common stock (the "Equity
Offering") and requests the Lenders' consent to CGI's use of the net proceeds of
the  Equity  Offering  for  purposes  other  than  those  required  by the  Loan
Agreement.

     C. The Lenders are willing to issue such consent and to make certain  other
modifications  to the Loan Agreement,  all on the terms and conditions set forth
below.

     NOW, THEREFORE, the parties hereby agree as follows:

     1. Defined  Terms.  Any and all  initially  capitalized  terms used in this
Amendment without definition shall have the respective meanings specified in the
Loan Agreement.

     2. Consent to  Requested  Use of Proceeds of Equity  Offering.  The Lenders
hereby agree that, notwithstanding anything to the contrary set forth in Section
3.3.4,  the second  sentence of Section 3.3.1,  Section  8.2.6(a),  or any other
provision of the Loan  Agreement,  CGI shall have no  obligation  to use the net
proceeds  realized by CGI from the Equity Offering (the "Net Proceeds") to repay
principal  outstanding  under the Domestic Term Loan and instead may use the Net
Proceeds for each of the following purposes, in such order as CGI may elect:

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<PAGE>
          (i)  CGI may use the Net  Proceeds  to  repay  all of the  outstanding
     indebtedness of CTSI to Highway  Express,  Inc. under the CTSI-Seller  Note
     referred to in the Third Amendment to the Loan Agreement;

          (ii)  CGI may  apply up to  $8,000,000  of the Net  Proceeds  to repay
     equipment notes or operating lease obligations of any of the Borrowers; and

          (iii)  CGI may  use  part or all of the Net  Proceeds  to  reduce  the
     obligations of the Borrowers under the Revolving Credit Loans facility.

     3. Amendment to Capital  Expenditures  Covenant.  Section 8.2.8 of the Loan
Agreement is hereby  amended by deleting the reference  therein to  "$3,000,000"
(which  reference was added by the Second  Amendment to the Loan  Agreement) and
substituting therefor a reference to "$12,000,000".

     4. Amendment Fee. In consideration of the agreement of the Lenders to amend
the Loan Agreement as set forth in this Amendment, on the effective date of this
Amendment,  the Borrowers shall pay to the Administrative Agent, for the benefit
of the  Lenders,  a  one-time  amendment  fee  in the  amount  of  $10,000  (the
"Amendment Fee"), which the Administrative Agent shall distribute to, and divide
equally  among,  the  Lenders.  The  Borrowers  acknowledge  and agree  that the
Administrative  Agent shall effect  payment of the Amendment Fee by charging the
full amount thereof to the Domestic Loan Account as a Domestic  Revolving Credit
Loan.

     5.  Conditions  Precedent.  The  effectiveness  of this Amendment  shall be
subject to the prior satisfaction of each of the following conditions:

          (a) This Amendment.  The Administrative Agent shall have received this
     Amendment,  duly  executed  by the  Borrowers,  Majority  Lenders  and  the
     Administrative Agent;

          (b)  Secretary's  Certificate.  The Secretary of each of the Borrowers
     shall  have  executed  the  Certificate  of  Resolution  attached  to  this
     Amendment.

     6. Miscellaneous.

          (a) Survival of Representations  and Warranties.  All  representations
     and  warranties  made in the Loan  Agreement  or in any other  document  or
     documents  relating  thereto,  including,   without  limitation,  any  Loan
     Document  furnished in connection  with this  Amendment,  shall survive the
     execution and delivery of this Amendment.

          (b) Reference to Loan Agreement. The Loan Agreement, each of the other
     Loan Documents, and any and all other agreements,  documents or instruments
     now or hereafter  executed and delivered  pursuant to the terms hereof,  or
     pursuant to the terms of the Loan Agreement as amended hereby, are hereby

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<PAGE>

     amended so that any reference  therein to the Loan  Agreement  shall mean a
     reference to the Loan Agreement as amended by this Amendment.

          (c) Loan Agreement Remains in Effect. The Loan Agreement and the other
     Loan Documents remain in full force and effect and the Borrowers ratify and
     confirm their  agreements and covenants  contained  therein.  The Borrowers
     hereby confirm that no Event of Default or Default exists as of the date of
     this Amendment.

          (d)  Reaffirmation  of  Obligations.  The Borrowers  hereby  reaffirm,
     ratify and confirm their Obligations under the Loan Agreement,  acknowledge
     that  they  have no  offset  rights  or  defenses  to the  payment  of such
     Obligations,  and  acknowledge  that all of the terms and provisions of the
     Loan  Agreement  and the other Loan  Documents  (except as amended  hereby)
     remain in full force and effect.

          (e)  Severability.  Any provision of this Amendment held by a court of
     competent  jurisdiction to be invalid or unenforceable  shall not impair or
     invalidate  the remainder of this Amendment and the effect thereof shall be
     confined to the provision so held to be invalid or unenforceable.

          (f)  Counterparts.  This  Amendment  may be  executed  in one or  more
     counterparts,  each of which  when so  executed  shall be  deemed  to be an
     original, but all of which when taken together shall constitute one and the
     same instrument.

          (g) Headings.  The headings,  captions and  arrangements  used in this
     Amendment are for convenience only and shall not affect the  interpretation
     of this Amendment.

          (h) Expenses of the  Administrative  Agent.  Borrowers agree to pay on
     demand all costs and  expenses  reasonably  incurred by the  Administrative
     Agent in connection with the preparation, negotiation and execution of this
     Amendment and the other Loan Documents  executed  pursuant hereto,  and any
     and all subsequent  amendments,  modifications,  and supplements  hereto or
     thereto, including, without limitation, the costs and fees of legal counsel
     to the Administrative Agent.

          (i) NO ORAL AGREEMENTS.  THIS AMENDMENT,  TOGETHER WITH THE OTHER LOAN
     DOCUMENTS AS WRITTEN,  REPRESENTS THE FINAL  AGREEMENT  BETWEEN THE PARTIES
     HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
     SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO UNWRITTEN  ORAL
     AGREEMENTS AMONG THE PARTIES HERETO.

          (j) GOVERNING LAW; JURY TRIAL WAIVER.  THE VALIDITY OF THIS AMENDMENT,
     ITS CONSTRUCTION,

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<PAGE>
     INTERPRETATION AND ENFORCEMENT,  AND THE RIGHTS OF THE PARTIES HERETO SHALL
     BE  DETERMINED  UNDER,  GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE
     INTERNAL LAWS OF THE STATE OF  CALIFORNIA,  WITHOUT REGARD TO PRINCIPLES OF
     CONFLICTS OF LAW. THE PARTIES TO THIS AMENDMENT HEREBY WAIVE THEIR RIGHT TO
     A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING IN CONNECTION WITH THIS
     AMENDMENT.

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<PAGE>


     IN WITNESS  WHEREOF,  the parties have entered into this Amendment by their
respective duly authorized officers as of the date first above written.

                                            CELADON GROUP, INC.,
                                            a Delaware corporation

                                            By:    /s/ Paul Will
                                               ---------------------------
                                                   Paul Will
                                                   Secretary


                                            CELADON TRUCKING SERVICES, INC.,
                                            a New Jersey corporation

                                            By:    /s/ Paul Will
                                               ---------------------------
                                                   Paul Will
                                                   Secretary


                                            TRUCKERSB2B, INC.,
                                            a Delaware corporation

                                            By:    /s/ Paul Will
                                               ---------------------------
                                                   Paul Will
                                                   Secretary


                                            CELADON CANADA, INC.,
                                            an Ontario corporation

                                            By:    /s/ Paul Will
                                               ---------------------------
                                                   Paul Will
                                                   Secretary


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<PAGE>

                                          FLEET CAPITAL CORPORATION, a Rhode
                                          Island corporation, as Administrative
                                          Agent and a Lender

                                          By:    /s/ Christopher M. Wolf
                                             -------------------------------
                                          Name:  Christopher M. Wolf
                                          Title: Vice President


                                          FIFTH THIRD BANK,
                                          as a Lender

                                          By:    /s/ David W. O'Neal
                                             -------------------------------
                                          Name:  David W. O'Neal
                                          Title: Vice President


                                          KEYBANK NATIONAL ASSOCIATION,
                                          as a Lender

                                          By:    /s/ Michael M. Maher
                                             --------------------------------
                                          Name:  Michael M. Maher
                                          Title: Senior Vice President


                                          LASALLE BANK NATIONAL ASSOCIATION,
                                          as a Lender

                                          By:    /s/ Andrew J. Crask
                                             --------------------------------
                                          Name:  Andrew J. Crask
                                          Title: Assistant Vice President


                                          FLEET CAPITAL CANADA CORPORATION,
                                          as Canadian Agent and Canadian Lender

                                          By:  Fleet Capital Corporation
                                          Its: Attorney-in-Fact

                                               By: /s/ Christopher M. Wolf
                                                  ---------------------------
                                               Name:  Christopher M. Wolf
                                               Title: Vice President

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<PAGE>

                            CERTIFICATE OF RESOLUTION
                            -------------------------


     I, Paul Will, hereby certify that:

     I am the duly  qualified  and acting  Secretary  of each of Celadon  Group,
Inc., a Delaware  corporation,  Celadon  Trucking  Services,  Inc., a New Jersey
corporation,  TruckersB2B,  Inc., a Delaware  corporation,  and Celadon  Canada,
Inc., an Ontario corporation (collectively, the "Borrowers").

     The following is a true copy of identical  resolutions  duly adopted by the
respective  boards of  directors  of each of the  Borrowers  by either a special
meeting or by unanimous written consent in lieu of a meeting:

          "RESOLVED  that the terms of the Fifth  Amendment to Loan and Security
     Agreement among this corporation and the other Borrowers party thereto, the
     financial   institutions  which  are  signatories  thereto,  Fleet  Capital
     Corporation,  as  Administrative  Agent (the  'Agent'),  and Fleet  Capital
     Canada  Corporation,  as Canadian Agent,  are hereby approved and ratified;
     and

          FURTHER  RESOLVED,  that any one officer of this corporation is hereby
     authorized and directed,  on behalf of this corporation,  to make, execute,
     and deliver to the Agent any and all  documents  and to do any and all acts
     necessary or desirable to effectuate the foregoing resolution."

     These  resolutions  are in  conformity  with  the  respective  articles  or
certificate  of  incorporation  and  bylaws of the  Borrowers,  have  never been
modified or repealed, and are now in full force and effect.


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<PAGE>

     IN WITNESS  WHEREOF,  I have set my hand and the seal of the corporation as
of May 20, 2004.


                                       /s/ Paul Will
                                    -------------------------------
                                    Paul Will
                                    Secretary of Celadon Group, Inc.
                                    Celadon Trucking Services, Inc.,
                                    TruckersB2B, Inc., and
                                    Celadon Canada, Inc.

















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