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                              AMENDATORY AGREEMENT


         This AMENDATORY AGREEMENT ("Amendatory Agreement") is made and entered
into as of the 5th day of January, 2001 by and between CD&L, Inc. (the
"Company") and Albert W. Van Ness, Jr. (the "Executive").


                              W I T N E S S E T H:


         WHEREAS, the Company and the Executive have entered into an Employment
Agreement dated January 5, 2000 (the "Employment Agreement"); and

         WHEREAS, the Company and the Executive wish to amend the Employment
Agreement in the manner set forth herein;

         NOW, THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto agree as follows:

         1. Section 3(a) of the Employment Agreement is hereby amended in its
entirety, to read as follows:

                  (a) For the period of the Term from January 1, 2001 to and
                  including June 30, 2001, the Executive shall have the position
                  of Chairman and Chief Executive Officer of the Company and/or
                  such other title or titles as may be agreed between the
                  Executive and the Company. During the period July 1, 2001 to
                  the end of the Term, the Executive shall have the position of
                  Chairman of the Company and/or such other title or titles as
                  may be agreed between the Executive and the Company, but shall
                  not be the Chief Executive Officer. The Executive shall
                  perform such duties and responsibilities as may reasonably be
                  assigned to him by the Board from time to time consistent with
                  his position, and in the absence of such assignment, such
                  duties as are customary and commensurate with such position.

         2. Section 4(a) of the Employment Agreement is hereby amended in its
entirety, to read as follows:

                  (a) Subject to Section 4(e) below, as compensation for all
                  services rendered by the Executive pursuant to Section 3
                  above,


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                  the Company shall pay the Executive, in accordance with its
                  normal payroll periods and practices, base salary compensation
                  at an annual rate per anum ("Base Salary") as follows:

                           (i) for the period January 5, 2001 to January 4,
                  2002, Executive's Base Salary shall be $325,000 per annum; and

                           (ii) for the period January 5, 2002 to the expiration
                  of the Term, Executive's Base Salary shall be increased to
                  $350,000 per annum.

                  Without limiting the foregoing provision, for each of the
                  second and third years of the Term, the Compensation Committee
                  of the Board (the "Compensation Committee") will review
                  Executive's annual Base Salary, in light of the actual and
                  expected growth of the Company, for the purpose of evaluating
                  an increase in Executive's annual Base Salary in addition to
                  the scheduled increase herein.

         3. Section 4(b) of the Employment Agreement is hereby amended in its
entirety, to read as follows:

                  (b) Subject to Section 4(e) below, during the Term, the
                  Company shall, in accordance with the Company's executive
                  bonus program, pay the Executive, in addition to Base Salary,
                  a bonus for each fiscal year of the Company which is
                  calculated as a percentage of Base Salary earned during the
                  bonus measurement period, based on the business plan approved
                  by the Board, hereinafter referred to as the "Target". The
                  bonus will range, as provided in the executive bonus program,
                  in increments from 0% of Base Salary if the Target is missed
                  by 10% or more, to 60% of Base Salary if the Target is reached
                  but not exceeded, and to 100% of Base Salary if the Target is
                  exceeded by 10% or more.

                  In no event shall the Executive's annual bonus exceed 100% of
                  the Executive's Base Salary for such year.

         4. Paragraph (e) is hereby added to Section 4 of the Employment
Agreement, to read as follows:

                  (e) Notwithstanding anything contained in this Agreement to
                  the contrary:


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                           (i) for the period April 1, 2001 through June 30,
                  2001, the applicable Base Salary set forth in Section 4(a)
                  shall be reduced by thirty percent (30%);

                           (ii) for the period July 1, 2001 through September
                  30, 2001, the applicable Base Salary set forth in Section 4(a)
                  shall be reduced by forty percent (40%); and

                           (iii) for the period October 1, 2001 through the
                  expiration of the Term, the applicable Base Salary set forth
                  in Section 4(a) shall be reduced by fifty percent (50%).

The amount of time which the Executive is required and expected to devote to the
business of the Company shall be reduced proportionately with the salary
reduction

         5. Section 4(f) is hereby added to the Employment Agreement, to read as
follows:

                  (f) In the event that the Company sells one or more of its
                  divisions or subsidiaries during the period from January 1,
                  2001 through the expiration of the Term, the Executive shall
                  be paid an amount equal to one percent (1.0%) of the excess of
                  the (x) sales price, over (y) the sum of (1) transaction fees
                  and other expenses incurred in connection with the sale
                  (including but not limited to broker's fees, commissions
                  (other than the amount payable to Executive hereunder) and
                  attorneys fees and costs), and (2) any third party debt for
                  borrowed money or acquisition debt attributable to any such
                  division or subsidiary (other than intercompany debt) to the
                  extent that such debt or other liabilities are not assumed by
                  the purchaser of such division or subsidiary. For purposes of
                  the foregoing, a sale shall be deemed to have occurred prior
                  to the expiration of the Term if a definitive purchase and
                  sale agreement is executed before the end of the Term;
                  provided, however, that no amount shall be payable to
                  Executive hereunder unless the sale of the subject division or
                  subsidiary is consummated within one year following the end of
                  the Term. Any amount payable hereunder to Executive shall be
                  paid in cash as soon as reasonably practicable following the
                  consummation of the applicable sale; provided, however, that
                  if the sales price is paid in installments, the Company may,
                  in its discretion, pay Executive such amount (without
                  interest) over substantially the same period as such
                  installments are received by the Company.

         6. Except as amended herein, the Employment Agreement shall continue in
full force and effect.


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         IN WITNESS WHEREOF, the parties hereto have executed this Amendatory
Agreement as of the day and year first above written.



                                   CD&L, INC.


                                   By:
                                            ------------------------------------

                                   Name:
                                            ------------------------------------

                                   Title:
                                            ------------------------------------



                                      -----------------------------------------
                                               Albert W. Van Ness, Jr.





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