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                       JULY 2001 MODIFICATION AGREEMENT
                       --------------------------------

         THIS JULY 2001 MODIFICATION AGREEMENT, dated as of July 31, 2001 by and
between FIRST UNION COMMERCIAL CORPORATION, with a place of business at 1339
Chestnut Street, Philadelphia, Pennsylvania 19107-3579 (hereinafter called
"Lender") and CD&L, Inc., CLAYTON/NATIONAL COURIER SYSTEMS, INC., CLICK
MESSENGER SERVICE, INC., CLICK MESSENGER SERVICE OF N.Y., INC., OLYMPIC COURIER
SYSTEMS, INC., SECURITIES COURIER CORPORATION, SILVER STAR EXPRESS, INC., and
KBD SERVICES, INC. (hereinafter sometimes individually and collectively called
"Borrower").

                                   BACKGROUND
                                   ----------

         A. The Lender and the Borrower are parties to that certain Loan and
Security Agreement dated July 14, 1997 (as amended from time to time, the "Loan
Agreement').

         B. As of the date hereof, the Lender, at the Borrower's request, has
agreed to modify the provisions of the Loan Agreement and the other Loan
Documents as set forth herein.

        NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto adopt the above recitals and agree as
follows:

1. Capitalized terms not defined herein but defined in the Loan Agreement shall
have the same meanings ascribed to such terms in the Loan Agreement.

         2. Paragraph 2.7(f) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

            (f) Excess Availability. After each proposed Advance (after taking
         into consideration such proposed Advance) Borrower shall have Excess
         Availability (the "Excess Availability Reserve") of: (i) for the period
         beginning July 31, 2001 through and including October 8, 2001,
         $4,000,000; (ii) for the period beginning October 9, 2001 through and
         including October 14, 2001, $4,150,000; (iii) for the period beginning
         October 15, 2001 through and including October 21, 2001, $4,300,000;
         (iii) for the period beginning October 22, 2001 through and including
         October 28, 2001, $4,500,000; and (iv) for the period beginning October
         29, 2001 and at all times thereafter, $5,000,000. The amount of the
         Excess Availability Reserve will be deducted from the Advance Dollar
         Limit for purposes of calculating the Unused Commitment Fee. As used
         herein the term "Final Reserve Increase Date" shall mean the earliest
         to occur of: (aa) the date upon which the Borrower receives and applies
         to the Obligations an aggregate of one


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<PAGE>

         million dollars in net proceeds as and when received from pending tax
         refunds, sales of assets, or and combination thereof; or (bb) October
         29, 2001.

         3. Notwithstanding anything to the contrary set forth in the Loan
Agreement or any other Loan Document, each of the following shall hereafter
constitute covenants of the Borrower under the Loan Agreement:

         (a)      the Borrower shall report to the Lender on each Friday on the
                  status of its existing subordinated debt default as reported
                  to the Lender in writing on July 5, 2001, and the Lender shall
                  continue to reserve and preserve all of its rights and
                  remedies with respect to the Event of Default created as a
                  result of such subordiated debt default;

         (b)      the Borrower shall file for all pending tax refunds no later
                  than August 15, 2001 and shall earmark and immediately remit
                  to the Lender (or enter into documentation allowing direct
                  remittance to the Lender) all funds received on account of
                  such refunds as and when received;

         (c)      to the extent that the Borrower consummates any asset sale
                  prior to October 29, 2001, the net proceeds of such asset sale
                  will be earmarked and immediately directed to the Lender and
                  any requested release from the Lender in connection with such
                  sale shall be expressly conditioned upon such remittance; and

         (d)      the Borrower shall pay to the Lender as of the date hereof in
                  consideration of the undertakings set forth herein a
                  non-refundable modification fee of $7,500.


         4. The effectiveness of this Modification Agreement is expressly
conditioned upon the Borrower's satisfaction of each of the following conditions
precedent:

         (a)      the Borrower shall have paid to the Lender a non-refundable
amendment fee of $7,500;and

         (b)      the Borrower shall have paid and/or reimbursed the Lender for
the amount of any counsel, audit, or related fees and expenses accrued by the
Lender on or prior to the date the Borrower executes this Modification
Agreement.

         5. Release. Each of the Borrowers (collectively, jointly, and
severally, the "CDL Group"), on behalf of themselves, and all persons and
entities claiming by, through, or under any one or more of them, hereby release,
waive and forever discharge the Lender and all of the Lender's officers,
directors, attorneys, agents, affiliates, employees and successors and assigns
(collectively, the "Bank Group"), of, from, and with respect to any and all
manner of


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<PAGE>

action and actions, cause and causes of actions, suits, disputes,
claims, counterclaims and/or liabilities, cross claims, defenses, and any claims
for avoidance or other remedies available to a debtor, its estate or any trustee
or representatives thereof, whether now known or unknown, suspected or
unsuspected, past or present, asserted or unasserted, contingent or liquidated,
whether or not well founded in fact or law, whether in contract, in tort or
otherwise, at law or in equity, which the CDL Group had or now has, claims to
have had, now claims to have or hereafter can, shall or may claim to have
against the Bank Group, for or by reason of any cause, matter, or thing
whatsoever , including any claims based upon, relating to or arising out of any
and all transactions, relationships or dealings with or loans made to the
Borrower prior to the date hereof. This provision shall survive any termination
of this Modification Agreement.

        6.     Borrower represents that:

              (a) each and every representation heretofore made by Borrower in
the Loan Agreement and the other Loan Documents is true and correct as of the
date of this Modification Agreement, except that the representations as to the
financial condition of the Borrower are deemed to be updated to reflect the
financial condition of Borrower as of the date of the most recent financial
statements furnished to Lender;

              (b) no consent or approval of, or exemption by any Person is
required to authorize, or is otherwise required in connection with the execution
and delivery of this Modification Agreement and the other Loan Documents
provided for herein, which has not been obtained and which remains in full force
and effect;

              (c) Borrower has the power to execute, deliver and carry out this
Modification Agreement and all documents executed in connection herewith, and
this Modification Agreement and such documents are valid, binding and
enforceable as against Borrower in accordance with their terms; and

              (d) to the best of the knowledge of the Borrower and its senior
management, no material adverse change in the financial condition of Borrower
has occurred since the date of the most recent financial statements of Borrower
submitted to Lender, and the information contained in said statements and
reports is true and correctly reflects the financial condition of Borrower as of
the dates of the statements and reports, and such statements and reports have
been prepared in accordance with GAAP and do not contain any material
misstatement of fact or omit to state any facts necessary to make the statements
contained therein not misleading.

         7. Borrower hereby confirms the security interests and liens granted by
Borrower to Lender in and to the Collateral in accordance with the Loan
Agreement and other Loan Documents as security for its Obligations to Lender.


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<PAGE>

         8. Borrower agrees to pay any and all expenses, including reasonable
counsel fees and disbursements, incurred by Lender in connection with the
preparation, negotiation and execution of this Modification Agreement and all
other Loan Documents provided for herein.

         9. This Modification Agreement is intended to supplement and modify the
Loan Agreement as modified between Lender and Borrower and the rights and
obligations of the parties under the Loan Agreement shall not in any way be
vacated, modified or terminated except as herein provided. All terms and
conditions contained in each and every agreement or promissory note or other
evidence of indebtedness of Borrower to Lender are incorporated herein by
reference. If there is a conflict between any of the provisions heretofore
entered into and provisions of this Modification Agreement, then the provisions
of this Modification Agreement shall govern.

         10. This Modification Agreement shall be construed in accordance with
the substantive laws of the State of New Jersey without regard to conflicts of
laws.

         11. This Modification Agreement may be executed by one or more of the
parties on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same document.

                  [remainder of page intentionally left blank]


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<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Modification
Agreement to be executed and delivered by their duly authorized officers as of
the day and year first-above written.


                                  CD&L, INC.


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

                                  CLAYTON/NATIONAL COURIER
                                         SYSTEMS, INC.

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

                                  CLICK MESSENGER SERVICE, INC.

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


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<PAGE>


                                     CLICK MESSENGER SERVICE OF
                                           N.Y., INC.

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

                                     OLYMPIC COURIER SYSTEMS, INC.

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

                                     SECURITIES COURIER CORPORATION

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

                                     SILVER STAR EXPRESS, INC.

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


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<PAGE>

                                     KBD SERVICES, INC.

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

                                     FIRST UNION COMMERCIAL CORPORATION

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


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