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                                                                     Exhibit 4.4

                                 AMENDMENT NO. 1

                                       TO

                     STOCKHOLDER PROTECTION RIGHTS AGREEMENT


         This Amendment No. 1 (this "Amendment") is dated as of April 14, 2004,
between CD&L, Inc., a Delaware corporation formerly known as Consolidated
Delivery & Logistics, Inc. (the "Company"), and American Stock Transfer & Trust
Company (the "Rights Agent");

                               W I T N E S S E T H

         WHEREAS, the Company and the Rights Agent entered into a Stockholder
Protection Rights Agreement, dated as of December 27, 1999 (the "Rights
Agreement"); and

         WHEREAS, Section 5.4 of the Rights Agreement provides that, prior to
the Flip-in Date, the Company and the Rights Agent may amend the Rights
Agreement in any respect without the approval of any holders of Rights; and

         WHEREAS, the Company is about to (i) enter into a Restructuring and
Exchange Agreement (the "Restructuring Agreement") with Paribas Capital Funding
LLC, Exeter Venture Lenders L.P. and Exeter Capital Partners IV, L.P.
(collectively, the "Lenders") and Albert Van Ness, Jr., William T. Brannan,
Michael Brooks, Russell Reardon, Matthew Morahan, Mark T. Carlesimo and certain
other individuals (collectively, the "Investors"), as well as the other
Transaction Documents (as defined in the Restructuring Agreement"), and (ii)
commence an offering of non-transferable subscription rights (the "Subscription
Rights") to purchase up to $4.0 million of the Company's common stock, par value
$.001 per share (the "Common Stock"), to the holders of the outstanding shares
of Common Stock pursuant to a registration statement on Form S-3 to be filed
with the Securities and Exchange Commission (the "Rights Offering"), and the
Company wishes to ensure that the Rights provided for in the Rights Agreement do
not become exercisable on account of the Company entering into the Transaction
Documents or commencing the Rights Offering or as a result of the consummation
of any of the transactions contemplated under the Transaction Documents or the
exercise of Subscription Rights by any of the Lenders and Investors; and

         WHEREAS, the Board of Directors of the Company has approved this
Amendment;

         NOW THEREFORE, in consideration of the foregoing premises and the
mutual agreements herein set forth, the parties hereby agree as follows:

         1. The definition of "Acquiring Person" in Section 1.1 of the Rights
Agreement is hereby amended by adding the following to the end of such
definition:


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         "Notwithstanding anything else in this definition to the contrary, none
         of Paribas Capital Funding LLC, Exeter Venture Lenders L.P. and Exeter
         Capital Partners IV, L.P. (collectively, the "Lenders") and Albert Van
         Ness, Jr., William T. Brannan, Michael Brooks, Russell Reardon, Matthew
         Morahan, Mark T. Carlesimo, Vincent P. Brana, Martin C. Galinsky, Peter
         Young, Jack McCorkell, Curtis G. Hight, J. Daniel Ayer, Dominick Simone
         and Ralph M. Bahna (collectively, the "Investors"), nor any affiliate
         of any of the Lenders or the Investors, shall be deemed to be an
         Acquiring Person within the meaning of this Agreement (i) on account of
         the Company and any of the Lenders or Investors, or any affiliate of
         any of the Lenders or Investors, entering into any of the Transaction
         Documents or exercising any Subscription Rights, (ii) as a result of
         the consummation of any of the transactions contemplated under the
         Transaction Documents or the conversion, exercise or exchange of any of
         the Company's securities (A) held by any Lender or Investor as of April
         14, 2004 or (B) issued to the Lenders or Investors pursuant to the
         Transaction Documents and, in the case of any such conversion, exercise
         or exchange, in accordance with the terms of such securities, or (iii)
         as a result of any additional acquisition of the Company's securities
         by any of the Lenders or Investors provided that no such additional
         acquisition by any of the Lenders or Investors shall result in such
         Lender or Investor being the Beneficial Owner of 30% or more of the
         outstanding shares of Common Stock. Consequently, neither a Stock
         Acquisition Date nor a Flip-in Date, as defined in this Agreement,
         shall occur upon (i) the execution of any of the Transaction Documents
         by the parties thereto, (ii) the commencement of the Rights Offering,
         (iii) the exercise of Subscription Rights by any of the Lenders or
         Investors, (iv) the consummation of any of the transactions
         contemplated under the Transaction Documents (including any conversion,
         exercise or exchange by any of the Lenders or Investors of any of the
         securities issued to such Lender or Investor pursuant to the
         Transaction Documents, which conversion, exercise or exchange is in
         accordance with the terms of such security), (v) any conversion,
         exercise or exchange by any of the Lenders or Investors of any
         securities of the Company held by such Lender or Investor as of April
         14, 2004, in accordance with the terms of such security, or (vi) any
         additional acquisition of the Company's securities by any of the
         Lenders or Investors provided that no such additional acquisition by
         any of the Lenders or Investors shall result in such Lender or Investor
         being the Beneficial Owner of 30% or more of the outstanding shares of
         Common Stock. In addition, neither (i) the Company's execution of the
         Transaction Documents, (ii) the Company's commencement of the Rights
         Offering, (iii) the exercise of the Subscription Rights by any of the
         Lenders or Investors, (iv) the consummation of any of the transactions
         contemplated under the Transaction Documents (including any conversion,
         exercise or exchange by any of the Lenders or Investors of any of the


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         securities issued to such Lender or Investor pursuant to the
         Transaction Documents, which conversion, exercise or exchange is in
         accordance with the terms of such security), (v) any conversion,
         exercise or exchange by any of the Lenders or Investors of any
         securities of the Company held by such Lender or Investor as of April
         14, 2004, in accordance with the terms of such security, nor (vi) the
         acquisition of any additional securities of the Company by any of the
         Lenders or Investors (provided that no such acquisition of additional
         securities by any of the Lenders or Investors shall result in such
         Lender or Investor being the Beneficial Owner of 30% or more of the
         outstanding shares of Common Stock) shall constitute a Flip-over
         Transaction or Event."

         2. By executing this Amendment, the Company hereby certifies to the
Rights Agent that the proposed amendment to the Rights Agreement contained in
this Amendment has been made in accordance with Section 5.4 of the Rights
Agreement.

         3. Capitalized terms used in this Amendment and not otherwise defined
herein shall have the meanings ascribed to them in the Rights Agreement.

         4. Except as amended or modified hereby, the Rights Agreement shall
remain in full force and effect in accordance with its original terms.

         5. This Amendment may be executed in one or more counterparts, each of
which shall constitute an original, and together, all such executed counterparts
shall be deemed one and the same instrument.


         (This space intentionally left blank; signature page follows.)


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

                                        CD&L, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------




                                        AMERICAN STOCK TRANSFER &
                                        TRUST COMPANY


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


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