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                                 AMENDMENT NO. 2

         This AMENDMENT NO. 2 ("Amendment 2") dated as of the 6th day of June,
2001 amends a certain employment agreement dated June 5, 2000 by and
between CD&L, Inc. (the "Company") and Albert W. Van Ness, Jr. (the
"Executive").

                               W I T NE S S E T H:

         WHEREAS, the Company and the Executive amended the employment agreement
by an Amendatory Agreement dated on or about March 16, 2001 (hereinafter
collectively referred to as the "Employment Agreement"); and

         WHEREAS, the Company and the Executive wish to further 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 and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:

         1. Capitalized terms used herein but not defined herein shall have the
meaning ascribed in the Employment Agreement.

         2. Section 3(a) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:

            (a) During the Term, 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. 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.

         3. Section 4(a) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:


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            (a) As compensation for all services rendered by the Executive
            pursuant to Section 3 above, the Company shall pay the Executive,
            in accordance with its normal payroll periods and practices, base
            salary compensation during the Term at an annual rate of $300,000
            per annum ("Base Salary"). Without limiting the foregoing
            provision, for the third year 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.

         4. Section 4(b) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:

            "(b) 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."

         5. Sections 4(e) and 4(f) of the Employment Agreement are hereby
deleted in their entirety and replaced with the following:

            (e)         As a result of the sale of Sureway Air Traffic
                        Corporation, the Executive shall be paid an
                        extraordinary bonus of $125,000 in recognition of the
                        improvement of the Company's liquidity and bank covenant
                        concerns.


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

        IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 as of the day and year first above written.

                                    CD&L, INC.

                                    By:   Marilu Marshall
                                          --------------------------------------

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

                                    Title:  Chairman, Compensation Committee of
                                             the Board of Directors

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

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