<PAGE>


                           FIFTH AMENDMENT AND WAIVER


         FIFTH AMENDMENT (this "Amendment"), dated as of August 20, 2001, among
CD&L, INC. (f/k/a Consolidated Delivery & Logistics, Inc.), a Delaware
corporation (the "Borrower"), and the financial institutions party to the Loan
Agreement referred to below (the "Lenders"). All capitalized terms used herein
and not otherwise defined herein shall have the respective meanings provided
such terms in the Loan Agreement referred to below.

                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS, the Borrower and the Lenders are parties to the Loan
Agreement, dated as of January 29, 1999 (as amended, modified and/or
supplemented through, but not including, the date hereof, the "Loan Agreement");
and

         WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend the Loan Agreement, and the Lenders wish to waive
certain defaults under the Loan Agreement, in each case as herein provided;


         NOW, THEREFORE, it is agreed:

         1. Section 2.02(f) of the Loan Agreement is hereby amended by deleting
the table appearing in said Section in its entirety and inserting the following
new table in lieu thereof:

"Scheduled Repayment Date                               Amount

August 20, 2001                                       $ 125,000
October 30, 2001                                      $ 125,000
November 15, 2001                                     $ 250,000
May 15, 2002                                          $ 250,000
August 15, 2002                                       $ 250,000".

         2. The Lenders hereby waive any Event of Default that has arisen
pursuant to Section 7.03 of the Loan Agreement solely as a result of the failure
of the Borrower to comply with the financial covenant contained in Section 6.09
for (and only for) the period commencing on June 30, 2001 and ending on the
Fifth Amendment Effective Date (as defined below) and (ii) waive compliance by
the Borrower with the requirements of Section 6.09 for (and only for) the period
commencing on the Fifth Amendment Effective Date and ending on September 30,
2001.

         3. The Lenders hereby waive, for (and only for) the period commencing
on July 9, 2001 and ending on the Fifth Amendment Effective Date, any Event of
Default that has risen pursuant to Section 7.04 of the Loan Agreement solely as
a result of the default under the Credit Agreement arising from the failure of
the Borrower to pay principal due and owing under


<PAGE>

that certain 7% subordinated convertible note due 2001, dated as of July 2,
1998, in favor of Metro Courier, Inc. in an aggregate principal amount of
$1,750,000.

         4. Section 6.18 of the Loan Agreement is hereby amended by deleting the
text "to be less than $4,500,000 at any time" appearing in said Section and
inserting the text "to be less than (x) at any time prior to October 30, 2001,
$4,000,000 and (y) at any time thereafter, $4,500,000" in lieu thereof.

         5. Section 8.01 of the Loan Agreement is hereby amended by inserting
the following definition in appropriate alphabetical order in said Section:

         "Fees" shall mean any fees required to be paid to the Lenders from time
to time as agreed to by the Lenders and the Borrower in writing.

         6. Section 9.02(b) of the Loan Agreement is hereby amended by deleting
the text "14% per annum" appearing in said Section and inserting the text "the
percentage per annum specified in Section 1.05(b)," in lieu thereof.

         7. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Loan Agreement
or any other Loan Document.

         8. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Lenders.

         9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

         10. This Amendment shall become effective on the date (the "Fifth
Amendment Effective Date") when (i) the Borrower and the Required Lenders shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile transmission) the same
to the Lenders at the Notice Office, (ii) the Lenders shall have received an
amendment and consent to the Credit Agreement which shall (x) acknowledge the
agreement of the banks party to the Credit Agreement to the terms hereof and (y)
otherwise be in form and substance satisfactory to the Lenders , (iii) the
Borrower shall have paid the legal fees and expenses of White & Case LLP,
counsel to the Banks, equal to $[____] as set forth on the invoice to the
Borrower, dated July 24, 2001 and (iv) the Borrower shall have paid to the
Lenders the amount due on August 20, 2001 pursuant to, and in accordance with
the terms of, Section 2.02(f) of the Loan Agreement (as amended hereby).

         11. In order to induce the Lenders to enter into this Amendment, the
Borrower hereby represents and warrants that (i) no Default or Event of Default
exists as of the Fifth Amendment Effective Date, after giving effect to this
Amendment, and (ii) on the Fifth Amendment Effective Date, after giving effect
to this Amendment, all representations


                                      -2-
<PAGE>

and warranties contained in the Loan Agreement and in the other Loan Documents
are true and correct in all material respects (it being understood and agreed
that any representation or warranty which by its terms is made as of a specified
date shall be true and correct in all material respects only as of such
specified date).

         12. From and after the Fifth Amendment Effective Date, all references
in the Loan Agreement and each of the Loan Documents to the Loan Agreement shall
be deemed to be references to the Loan Agreement as modified hereby.

                                      * * *


                                      -3-

<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.

                                        CD&L, INC.

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

                                        PARIBAS CAPITAL FUNDING LLC

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


<PAGE>


                                        EXETER VENTURE LENDERS L.P.

                                        By:  Exeter Venture Advisors, Inc.,
                                              as its general partner

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

                                        EXETER CAPITAL PARTNERS IV, L.P.

                                        By:  Exeter IV Advisors, L.P., as its
                                              general partner

                                        By:  Exeter IV Advisors, Inc. as its
                                              general partner

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