<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                    FORM 10-Q


(Mark One)

|X|      Quarterly report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934 for the quarterly period ended March 31, 2003 or

|_|      Transition report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934 for the transition period
         from_______________to____________


Commission File Number: 0-26954


                                   CD&L, INC.
             (Exact name of Registrant as specified in its charter)


               Delaware                                 22-3350958
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

80 Wesley Street                                          07606
South Hackensack, New Jersey                           (Zip Code)
(Address of principal executive offices)

                                 (201) 487-7740
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---

         Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes    No  X
                                                                      ---    ---

         The number of shares of common stock of the Registrant, par value $.001
per share, outstanding as of May 9, 2003 was 7,658,660.


<PAGE>


                                   CD&L, INC.
                 FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2003

                                      INDEX
<TABLE>
<CAPTION>

                                                                                               Page
                                                                                               ----
<S>                                                                                            <C>
Part I - Financial Information

         Item 1 - Financial Statements

              CD&L, Inc. and Subsidiaries
                  Condensed Consolidated Balance Sheets as of March 31, 2003 (unaudited)
                           and December 31, 2002                                                 3
                  Condensed Consolidated Statements of Operations for the Three
                           Months Ended March 31, 2003 and 2002 (unaudited)                      4
                  Condensed Consolidated Statements of Cash Flows for the Three
                           Months Ended March 31, 2003 and 2002 (unaudited)                      5
                  Notes to Condensed Consolidated Financial Statements                           6

         Item 2 - Management's Discussion and Analysis of Financial Condition and Results
                           of Operations                                                        12

         Item 3 - Quantitative and Qualitative Disclosures about Market Risk                    17

         Item 4 - Controls and Procedures                                                       17

Part II - Other Information

         Item 6 - Exhibits and Reports on Form 8-K                                              18

Signature                                                                                       19

Certifications                                                                                  20

</TABLE>


                                       2
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except share information)

<TABLE>
<CAPTION>

                                                                               March 31,          December 31,
                                                                                 2003                2002
                                                                              -----------         ----------
                                                                              (Unaudited)          (Note 1)
<S>                                                                           <C>                 <C>
                             ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                     $  1,741          $  1,452
  Accounts receivable, net                                                        16,001            14,909
  Prepaid expenses and other current assets                                        2,262             2,119
                                                                                --------          --------
    Total current assets                                                          20,004            18,480

EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net                                          1,069             1,233
GOODWILL, net                                                                     11,531            11,531
INTANGIBLE ASSETS AND DEFERRED FINANCING COSTS, net                                  605               661
NOTE RECEIVABLE FROM STOCKHOLDER, net                                                  -                 -
OTHER ASSETS                                                                       2,038             1,916
                                                                                --------          --------
    Total assets                                                                $ 35,247          $ 33,821
                                                                                ========          ========

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                                                         $  1,575          $      -
  Current maturities of long-term debt                                             2,968             3,442
  Accounts payable, accrued liabilities and bank overdrafts                       12,998            12,169
                                                                                --------          --------
    Total current liabilities                                                     17,541            15,611

LONG-TERM DEBT, net of current maturities                                         12,939            14,041
OTHER LONG-TERM LIABILITIES                                                          261               269
                                                                                --------          --------
    Total liabilities                                                             30,741            29,921
                                                                                --------          --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Preferred stock, $.001 par value; 2,000,000 shares
   authorized; no shares issued and outstanding                                        -                 -
 Common stock, $.001 par value; 30,000,000 shares
   authorized; 7,688,027 shares issued at March 31, 2003 and
   December 31, 2002                                                                   8                 8
 Additional paid-in capital                                                       12,883            12,883
 Treasury stock, 29,367 shares at cost                                              (162)             (162)
 Accumulated deficit                                                              (8,223)           (8,829)
                                                                                --------          --------
    Total stockholders' equity                                                     4,506             3,900
                                                                                --------          --------
    Total liabilities and stockholders' equity                                  $ 35,247          $ 33,821
                                                                                ========          ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

                                                      For the Three Months Ended
                                                               March 31,
                                                        ---------------------
                                                          2003          2002
                                                        --------     --------

Revenue                                                 $ 40,307     $ 38,549

Cost of revenue                                           33,043       30,621
                                                        --------     --------

  Gross profit                                             7,264        7,928
                                                        --------     --------

Costs and Expenses:

Selling, general, and administrative expenses              6,528        6,954
Depreciation and amortization                                217          299
Other (income), net                                       (1,101)         (50)
Interest expense                                             610          715
                                                        --------     --------

  Total Costs and Expenses                                 6,254        7,918
                                                        --------     --------

Income before provision for income taxes                   1,010           10

Provision for income taxes                                   404            4

                                                        --------     --------
  Net income                                            $    606     $      6
                                                        ========     ========

Net income per share:
  Basic                                                 $    .08     $    .00
                                                        ========     ========
  Diluted                                               $    .07     $    .00
                                                        ========     ========

Basic weighted average common shares outstanding           7,659        7,659
                                                        ========     ========

Diluted weighted average common shares outstanding         8,170        8,167
                                                        ========     ========


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                 For the Three Months
                                                                                    Ended March 31,
                                                                                ----------------------
                                                                                  2003          2002
                                                                                -------        -------
<S>                                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                      $   606        $     6
Adjustments to reconcile net income to net cash (used in) provided by
    operating activities -
    Non-cash extinguishment of debt                                              (1,034)             -
    Gain on disposal of equipment and leasehold improvements                        (34)           (21)
    Depreciation, amortization and deferred financing amortization                  272            343
    Changes in operating assets and liabilities
      (Increase) decrease in -
        Accounts receivable, net                                                 (1,092)         1,373
        Prepaid expenses and other current assets                                  (143)          (186)
        Other assets                                                               (122)           (41)
      Increase (decrease) in -
        Accounts payable, accrued liabilities and bank overdrafts                   829           (755)
        Other long-term liabilities                                                  (8)           147
                                                                                -------        -------
          Net cash (used in) provided by operating activities                      (726)           866
                                                                                -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment and leasehold improvements                         36             46
  Additions to equipment and leasehold improvements                                 (54)           (25)
                                                                                -------        -------
          Net cash (used in) provided by investing activities                       (18)            21
                                                                                -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings                                                           1,575              -
  Repayments of long-term debt                                                     (542)          (708)
                                                                                -------        -------
          Net cash provided by (used in) financing activities                     1,033           (708)
                                                                                -------        -------

          Net increase in cash and cash equivalents                                 289            179

CASH AND CASH EQUIVALENTS, beginning of period                                    1,452          1,165
                                                                                -------        -------

CASH AND CASH EQUIVALENTS, end of period                                        $ 1,741        $ 1,344
                                                                                =======        =======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.



                                       5
<PAGE>


                           CD&L, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)      BASIS OF PRESENTATION:

         The accompanying unaudited condensed consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles for interim financial information and with the instructions
         to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. The
         condensed consolidated balance sheet at December 31, 2002 has been
         derived from the audited financial statements at that date. Certain
         reclassifications have been made to the March 31, 2002 condensed
         consolidated statement of operations to conform to the current period
         presentation. In the opinion of management, all adjustments (consisting
         of normal recurring adjustments) considered necessary for a fair
         presentation have been included. Operating results for the three months
         ended March 31, 2003 are not necessarily indicative of the results that
         may be expected for any other interim period or for the year ending
         December 31, 2003. For further information, refer to the consolidated
         financial statements and footnotes thereto included in the CD&L, Inc.
         (the "Company" or "CD&L") Form 10-K for the year ended December 31,
         2002.

(2)      STOCK BASED COMPENSATION

         In December 2002, Statement of Financial Accounting Standards ("SFAS")
         No. 148, "Accounting for Stock-Based Compensation-Transition and
         Disclosure" ("SFAS 148") was issued and became effective in 2002. This
         Statement amends SFAS No. 123 "Accounting for Stock-Based
         Compensation," ("SFAS 123") to provide alternative methods of
         transition for an entity that voluntarily changes to the fair value
         method of accounting for stock-based compensation. The Company has
         elected to continue to recognize stock-based compensation using the
         intrinsic value method and has incorporated the additional disclosure
         requirements of SFAS 148.

         The Company has adopted the disclosure provisions of SFAS 148. As a
         result, under the provisions of SFAS 123, the Company applies
         Accounting Principles Board Opinion No. 25, "Accounting for Stock
         Issued to Employees" ("APB 25"), and related interpretations in
         accounting for its stock option plans. Accordingly, no compensation
         expense has been recognized for its stock-based compensation plans. Pro
         forma information regarding net income and earnings per share is
         required, and has been determined as if the Company had accounted for
         its stock options under the fair value method. The fair value for these
         options was estimated at the date of grant using the Black-Scholes
         option-pricing model with the following assumptions for the three
         months ended March 31, 2003 and 2002-

                                                2003          2002
                                             ----------    -----------
         Weighted average fair value             $0.52         $0.44
         Risk-free interest rate                  4.30%         4.30%
         Volatility factor                         101%          101%
         Expected life                         7 years       7 years
         Dividend yield                           None          None
                                             ----------    -----------



                                       6
<PAGE>



         The pro forma information regarding net income and earnings per share
         is as follows (in thousands)-

<TABLE>
<CAPTION>

                                                              For the Three Months
                                                                    Ended
                                                                   March 31,
                                                               2003          2002
                                                             -------        -------
         <S>                                                 <C>            <C>
         Net income, as reported                             $   606         $    6
         Stock-based employee compensation expense
           determined under fair value based method
           for all awards, net of related tax effects             (2)           (39)
                                                             -------         ------
         Pro forma net income (loss)                         $   604         ($  33)
                                                             =======         ======

         Net income (loss) per share:
            Basic, as reported                                  $.08           $.00
            Diluted, as reported                                $.07           $.00
            Basic, pro forma                                    $.08          ($.00)
            Diluted, pro forma                                  $.07          ($.00)

</TABLE>

(3)      SHORT-TERM BORROWINGS:

         As of June 27, 2002 CD&L and Summit Business Capital Corporation, doing
         business as Fleet Capital - Business Finance Division, entered into an
         agreement establishing a revolving credit facility (the "Fleet
         Facility") of $15,000,000. The Fleet Facility replaced a revolving
         credit facility with First Union Commercial Corporation established in
         July 1997. The Fleet Facility expires on June 27, 2005 and provides
         CD&L with standby letters of credit, prime rate based loans at the
         bank's prime rate, as defined, plus 25 basis points (4.50% at March 31,
         2003) and LIBOR based loans at the bank's LIBOR, as defined, plus 225
         basis points (3.57% at March 31, 2003). Credit availability is based on
         eligible amounts of accounts receivable, as defined, up to a maximum
         amount of $15,000,000 and is secured by substantially all of the
         assets, including certain cash balances, accounts receivable,
         equipment, leasehold improvements and general intangibles of the
         Company and its subsidiaries. During the three months ended March 31,
         2003, the maximum borrowings outstanding under the Fleet Facility were
         approximately $1,575,000 and the outstanding borrowings as of March 31,
         2003 were approximately $1,575,000. As of March 31, 2003, the Company
         had borrowing availability of $2,323,000 under the Fleet Facility,
         after adjusting for restrictions related to outstanding standby letters
         of credit of $7,000,000 and minimum availability requirements.

         Under the terms of the Fleet Facility, the Company is required to
         maintain certain financial ratios and comply with other financial
         conditions. The Fleet Facility also prohibits the Company from
         incurring certain additional indebtedness, limits certain investments,
         advances or loans and restricts substantial asset sales, capital
         expenditures and cash dividends. See "Waivers and Amendments" below in
         Note 4.

 (4)     LONG-TERM DEBT:

         On January 29, 1999, the Company completed a $15,000,000 private
         placement of senior subordinated notes and warrants (the "Senior
         Notes") with three financial institutions. The Senior Notes originally
         bore interest at 12.0% per annum and are subordinate to all senior debt
         including the Company's Fleet Facility. Under the terms of the Senior
         Notes, as amended, the Company is required to maintain certain
         financial ratios and comply with other financial conditions contained
         in the Senior Notes agreement. See "Waivers and Amendments" below.


                                            7
<PAGE>

         The Senior Notes mature on January 29, 2006 and may be prepaid by the
         Company under certain circumstances. The warrants expire January 19,
         2009 and are exercisable at any time prior to expiration at a price of
         $.001 per equivalent share of common stock for an aggregate of 506,250
         shares of the Company's stock, subject to additional adjustments. The
         Company has recorded the fair value of the warrants of $1,265,000 as a
         credit to additional paid-in-capital and a debt discount on the Senior
         Notes. The Company used the proceeds to finance acquisitions and to
         reduce outstanding short-term borrowings. As of August 17, 2000,
         November 21, 2000, March 30, 2001, May 30, 2001, August 20, 2001,
         November 19, 2001, April 12, 2002, June 28, 2002 and April 23, 2003,
         the Company and the note holders modified the Senior Subordinated Loan
         Agreement (the "Senior Note Agreement") entered into on January 29,
         1999. The Senior Note Agreement, as amended, provides for scheduled
         repayments of $250,000 at the end of each calendar quarter beginning in
         the first quarter of 2003 and ending in the fourth quarter of 2005.
         Such payments increase to $312,500 if the Company meets certain
         availability benchmarks under the Fleet Facility, as defined. The
         interest rate on the $3,000,000 of the notes scheduled to be repaid
         would be reduced to 10% on a prospective basis if the Company makes a
         voluntary principal repayment of $750,000 at any time prior to
         maturity.

         Waivers and Amendments -
         At December 31, 2002 and March 31, 2003, the Company did not comply
         with the Minimum Earnings, Fixed Charge Coverage Ratio and Cash Flow
         Leverage Ratio covenants, as defined, at one or both dates. On April
         23, 2003, the Company obtained waivers from its lenders for the
         covenant violations and renegotiated certain covenants and modified
         certain terms of its revolving credit facility and senior subordinated
         notes.

         Seller-Financed Debt -
         On March 30, 2001, pursuant to an Asset Purchase Agreement dated as of
         March 7, 2001, Sureway Worldwide, LLC ("Sureway Worldwide"), a
         wholly-owned subsidiary of Global Delivery Systems, LLC ("Global"),
         purchased certain assets from a subsidiary of CD&L. As part of the
         payment price for such assets, Sureway Worldwide issued to CD&L a
         promissory note in the original principal amount of $2,500,000
         guaranteed by Global (the "Note Receivable"). Such note and the
         guaranty were subordinated to Sureway Worldwide's and Global's
         obligations to its secured lender. No payments had been made to CD&L on
         the Note Receivable since issuance. CD&L wrote-off the entire amount of
         the Note Receivable on December 31, 2001 based on management's
         determination that the note would not be collected.

         On February 16, 1999, the Company and its subsidiary, Sureway Air
         Traffic Corporation, Inc. ("Sureway"), entered into and consummated an
         asset and stock purchase agreement with Victory Messenger Service,
         Inc., Richard Gold ("Gold"), Darobin Freight Forwarding Co., Inc.
         ("Darobin"), and The Trust Created Under Paragraph Third of the Last
         Will and Testament of Charles Gold (the "Trust"), (collectively "Gold
         Wings"), whereby Sureway purchased all of the outstanding shares of the
         capital stock of Darobin and certain of the assets and liabilities of
         the other sellers. In conjunction therewith, the Company became
         obligated for seller-financed acquisition debt of $1,650,000. As of
         February 28, 2003, the note had a remaining principal balance of
         approximately $1,000,000 (the "CDL/Gold Note").

         On February 28, 2003, the Company completed a series of related
         transactions with GMV Express, Inc. ("GMV"), Gold (a principal of GMV)
         and his affiliates, and Global and its subsidiary, Sureway Worldwide.
         The net effect of the transactions with Global, Sureway Worldwide, GMV
         and Gold is that the Company assigned the Note Receivable to GMV in
         exchange for a release on the CDL/Gold Note payable, so that the
         Company is now relieved of its $1,000,000 liability for the CDL/Gold
         Note and the Company has no further rights to the Note Receivable. In
         addition, the Company received payments from Sureway Worldwide and
         Global of approximately $117,000 ($72,000 in settlement of disputed
         claims and $45,000 for other amounts due) and provided Gold with a
         release covering claims of breach of certain non-competition
         agreements. As a result of this transaction, the Company recorded a
         gain of approximately $1,000,000 during the three month period ended
         March 31, 2003, included within other income, net.


                                            8
<PAGE>

(5)      GOODWILL, INTANGIBLE ASSETS AND DEFERRED FINANCING COSTS:

         On June 30, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets"
         ("SFAS 142") was issued. SFAS 142 eliminated goodwill amortization over
         its estimated useful life. However, goodwill is subject to at least an
         annual assessment for impairment by applying a fair-value based test.
         Additionally, acquired intangible assets must be separately recognized
         if the benefit of the intangible asset is obtained through contractual
         or other legal rights, or if the intangible asset can be sold,
         transferred, licensed, rented or exchanged, regardless of the
         acquirer's intent to do so. Intangible assets with definitive lives are
         amortized over their useful lives. The statement required that by
         June 30, 2002, a company must establish its fair value benchmarks in
         order to test for impairment. The Company adopted SFAS 142 effective
         January 1, 2002. For purposes of performing the fair-value based test
         of goodwill, the Company has determined that it has one reporting unit.
         This reporting unit is consistent with its single operating segment,
         which management determined is appropriate under the provisions of SFAS
         No. 131, "Disclosures about Segments of an Enterprise and Related
         Information" ("SFAS 131"). During 2002, a transitional goodwill
         impairment test was performed and the Company determined that there was
         no impairment of goodwill. Further, as required by SFAS 142, an annual
         impairment test was completed at the end of fiscal 2002 and the Company
         determined that there was no impairment. Fair value was determined by
         two methods:

            1. Present value of future estimated cash flows, including a
               determination of a terminal value.

            2. Market capitalization utilizing quoted market prices of the
               Company's common stock.

         The adoption of SFAS 142 did not result in the recognition of an
         impairment of goodwill. However, changes in business conditions could
         result in impairment in the future. Examples of changes in business
         conditions include, but are not limited to, bankruptcy or loss of a
         significant customer, a significant adverse change in regulatory
         factors, a loss of key personnel, increased levels of competition from
         companies with greater financial resources than the Company and margin
         erosion caused by our inability to increase prices to our customers at
         the same rate that our costs increase.

         Intangible assets and deferred financing costs consist of the following
         (in thousands)-

                                                   As of March 31, 2003
                                             ----------------------------------
                                                             Accumulated
                                              Cost           Amortization
                                             ---------      -------------
                Deferred financing costs     $1,338               $733
                Other                            58                 58
                                             ---------      -------------

                                             $1,396               $791
                                             =========      =============

         Intangible asset amortization expense for the three months ended March
         31, 2003 and 2002 was approximately $56,000 and $48,000, respectively.

         Estimated intangible amortization expense for the years ended December
         31 (in thousands)-

         2003                                                       $224
         2004                                                        224
         2005                                                        199
         2006                                                         14


                                        9
<PAGE>


(6)      NOTE RECEIVABLE FROM STOCKHOLDER:

         In February 1996, Liberty Mutual Insurance Company ("Liberty Mutual")
         filed an action against Securities Courier Corporation ("Securities"),
         a subsidiary of the Company, Mr. Vincent Brana, an employee of the
         Company, and certain other parties in the United States District Court
         for the Southern District of New York. Under the terms of its
         acquisition of Securities, the Company had certain rights to
         indemnification from Mr. Brana. In connection with the indemnification,
         Mr. Brana has entered into a settlement agreement and executed a
         promissory note (the "Brana Note") in such amount as may be due for any
         defense costs or award arising out of this suit. Mr. Brana has agreed
         to repay the Company on December 1, 2003, together with interest
         calculated at a rate per annum equal to the rate charged the Company by
         its senior lender. Mr. Brana delivered 357,301 shares of CD&L common
         stock to the Company as collateral for the Brana Note. On September 8,
         2000 the parties entered into a settlement agreement in which
         Securities and Mr. Brana agreed to pay Liberty Mutual $1,300,000. An
         initial payment of $650,000 was made by Securities on October 16, 2000,
         $325,000 plus interest at a rate of 10.5% per annum was paid in monthly
         installments ending July 1, 2001 and the balance of $325,000 plus
         interest at a rate of 12.0% per annum was paid in monthly installments
         ending July 1, 2002.

         At March 31, 2003 and December 31, 2002, the Company had a receivable
         due from Mr. Brana totaling $2,800,000. As of March 31, 2003,
         considering the market value of the collateral and Mr. Brana's failure
         to update and provide satisfactory evidence to support his ability to
         pay the Brana Note, the Company maintained a $2,800,000 reserve against
         the receivable.

         In an effort to resolve all outstanding disputes between Mr. Brana and
         the Company, a settlement agreement is currently being negotiated. If
         an agreement is reached, the Company would return to Mr. Brana the
         357,301 shares of CD&L common stock held by the Company as collateral
         for the $2,800,000 note, and provide certain releases for claims that
         the Company may have against him. Mr. Brana's employment with the
         Company was terminated on September 1, 2002 and he has served as a paid
         consultant since that time.

(7)      LITIGATION:

         The Company is, from time to time, a party to litigation arising in the
         normal course of its business, including claims for uninsured personal
         injury and property damage incurred in connection with its same-day
         delivery operations. In connection therewith, the Company has recorded
         reserves of $292,000 and $325,000 as of March 31, 2003 and December 31,
         2002, respectively.

         Also from time to time, federal and state authorities have sought to
         assert that independent contractors in the transportation industry,
         including those utilized by CD&L, are employees rather than independent
         contractors. The Company believes that the independent contractors that
         it utilizes are not employees under existing interpretations of federal
         and state laws. However, federal and state authorities have and may
         continue to challenge this position. Further, laws and regulations,
         including tax laws, and the interpretations of those laws and
         regulations, may change.

         Management believes that none of these actions, including the actions
         described above, will have a material adverse effect on the
         consolidated financial position or results of operations of the
         Company.

(8)      INCOME PER SHARE:

         Basic earnings per share represents net income divided by the weighted
         average shares outstanding. Diluted earnings per share represents net
         income divided by the weighted average shares outstanding adjusted for
         the incremental dilution of potentially dilutive common shares.


                                       10
<PAGE>

         A reconciliation of weighted average common shares outstanding to
         weighted average common shares outstanding assuming dilution follows
         (in thousands)-

                                                           Three Months Ended
                                                                March 31,
                                                         ---------------------
                                                           2003          2002
                                                         --------      -------
                Basic weighted average common
                  shares outstanding                       7,659        7,659
                Effect of dilutive securities:
                    Stock options and warrants               511          508
                                                         -------       ------
                Diluted weighted average common
                  shares outstanding                       8,170        8,167
                                                         =======       ======


         The following potentially dilutive common shares were excluded from the
         computation of diluted Earnings per Share because the exercise or
         conversion price was greater than the average market price of common
         shares (in thousands):

                                                           Three Months Ended
                                                                March 31,
                                                         --------------------
                                                           2003          2002
                                                         --------      -------
                 Stock options and warrants                1,884        1,940
                 Seller-financed convertible notes           431          508

(9)      NEW ACCOUNTING PRONOUNCEMENT:

         In January 2003, Interpretation No. 46 of the Financial Accounting
         Standards Board, "Consolidation of Variable Interest Entities" ("FIN
         46") was issued. The Company does not believe that it has any
         relationships with variable interest entities that will be subject to
         the requirements of FIN 46.

(10)     RELATED PARTY TRANSACTIONS:

         Effective as of February 1, 2003, the Company has leased its former
         vehicle repair facility to Auto Depot, Inc. Mr. Vincent Brana, a
         stockholder and the former President of the Company's Securities
         Courier Corporation subsidiary, is a principal in Auto Depot, Inc.
         During the three months ended March 31, 2003, the Company paid
         approximately $61,000 for vehicle maintenance and repairs and sold 18
         vehicles with a total value of approximately $8,700 to Auto Depot, Inc.
         Additionally, the Company received approximately $6,000 in rent from
         Auto Depot, Inc., during the three months ended March 31, 2003. Refer
         to the 2002 Form 10-K for additional discussion of related party
         transactions.


                                       11
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

         Disclosure Regarding Forward-Looking Statements

         The Company is provided a "safe harbor" for forward-looking statements
         contained in this report by the Private Securities Litigation Reform
         Act of 1995. The Company may discuss forward-looking information in
         this Report such as its expectations for future performance, growth and
         acquisition strategies, liquidity and capital needs and its future
         prospects. Actual results may not necessarily develop as the Company
         anticipates due to many factors including, but not limited to the
         timing of certain transactions, unexpected expenses encountered, the
         effect of economic and market conditions, the impact of competition and
         the factors listed in the Company's 2002 Report on Form 10-K and other
         SEC filings. Because of these and other reasons, the Company's actual
         results may vary materially from management's current expectations.

         Overview

         The condensed consolidated financial statements of the Company
         including all related notes, which appear elsewhere in this report,
         should be read in conjunction with this discussion of the Company's
         results of operations and its liquidity and capital resources.

         Critical Accounting Policies and Estimates

         The Company's discussion and analysis of financial condition and
         results of operations are based upon the Company's consolidated
         financial statements, which have been prepared in accordance with
         accounting principles generally accepted in the United States of
         America. The preparation of these financial statements requires the
         Company to make estimates and judgments that affect the reported
         amounts of assets, liabilities, revenues and expenses, and related
         disclosure of contingent assets and liabilities. On an ongoing basis,
         the Company evaluates its estimates, including those related to
         accounts and notes receivable, intangible assets, income taxes and
         contingencies. The Company bases its estimates on historical experience
         and on various other assumptions that are believed to be reasonable
         under the circumstances, the results of which form the basis for making
         judgments about the carrying values of assets and liabilities that are
         not readily apparent from other sources. Actual results may differ from
         these estimates under different assumptions or conditions.

         The Company believes the following critical accounting policies reflect
         more significant judgments and estimates used in the preparation of its
         consolidated financial statements.

         Allowance for Doubtful Accounts

                  The Company maintains allowances for doubtful accounts and
         notes receivable for estimated losses resulting from the inability of
         its customers and debtors to make payments when due or within a
         reasonable period of time thereafter. The Company estimates allowances
         for doubtful accounts and notes receivable by evaluating past due aging
         trends, analyzing customer payment histories and assessing market
         conditions relating to its customers' operations and financial
         condition. Such allowances are developed principally for specific
         customers. If the financial condition of the Company's customers and
         debtors were to deteriorate, resulting in an impairment of their
         ability to make required payments, additional allowances may be
         required.

         Goodwill

                  The value of the Company's goodwill is significant relative to
         total assets and stockholders' equity. The Company reviews goodwill for
         impairment on at least an annual basis using several fair-value based
         tests, which include, among others, a discounted cash flow and terminal
         value computation. The discounted cash flow and terminal value
         computation is based on management's estimates of future operations.
         Changes in business conditions could materially impact management's
         estimates of future operations and this could result in an impairment
         of goodwill. Such impairment, if any, could have a significant impact
         on the Company's consolidated operations and financial condition.
         Examples of changes in business conditions include, but are not limited
         to, bankruptcy or loss of a significant customer, a significant adverse
         change in regulatory factors, a loss of key personnel, increased levels
         of competition from companies with greater financial resources than the
         Company and margin erosion caused by our inability to increase prices
         to our customers at the same rate that our costs increase.

                                       12
<PAGE>

         Insurance Reserves

                  The Company retains certain insurance risk through insurance
         policies with a $500,000 deductible for workers' compensation ($350,000
         prior to May 1, 2003), a $350,000 deductible for automobile liability
         ($250,000 prior to July 1, 2002) and a $150,000 deductible for employee
         health medical costs ($125,000 prior to March 1, 2002). The Company
         reserves the estimated amounts of uninsured claims and deductibles
         related to such insurance retentions for claims that have occurred in
         the normal course of business. These reserves are established by
         management based upon the recommendations of third-party administrators
         who perform a specific review of open claims, which include fully
         developed estimates of both reported claims and incurred but not
         reported claims, as of the balance sheet date. Actual claim settlements
         may differ materially from these estimated reserve amounts.

         Income Taxes

                  The Company files income tax returns in every jurisdiction
         in which it has reason to believe it is subject to tax. Historically,
         the Company has been subject to examination by various taxing
         jurisdictions. To date, none of these examinations have resulted in any
         material additional tax. Nonetheless, any tax jurisdiction may contend
         that a filing position claimed by the Company regarding one or more of
         its transactions is contrary to that jurisdiction's laws or
         regulations.

         Results of Operations

         Income and Expense as a Percentage of Revenue

                                                    For the Three Months Ended
                                                             March 31,
                                                    ---------------------------
                                                       2003           2002
                                                    -----------    ------------

         Revenue                                       100.0%          100.0%

         Gross profit                                   18.0%           20.6%

         Selling, general and
            administrative expenses                     16.2%           18.0%

         Depreciation and amortization                   0.5%            0.8%

         Other (income), net                            (2.7%)          (0.1%)

         Interest expense                                1.5%            1.9%

         Income before provision for income
            taxes                                        2.5%            0.0%

         Net income                                      1.5%            0.0%


                                       13
<PAGE>

         Three Months Ended March 31, 2003 Compared to the Three Months Ended
         March 31, 2002

         Revenue for the three months ended March 31, 2003 increased by $1.8
         million, or 4.7%, to $40.3 million from $38.5 million for the three
         months ended March 31, 2002. An increase in volume contributed to such
         revenue increase, partially offset by certain price reductions granted
         to extend customer contracts.

         Cost of revenue increased by $2.4 million, or 7.8%, to $33.0 million
         for the three months ended March 31, 2003 from $30.6 million for the
         three months ended March 31, 2002. Cost of revenue for the three months
         ended March 31, 2003 represents 82.0% of revenues as compared to 79.4%
         for the same period in 2002. The increase in cost of revenue is due
         primarily to the increase in revenue; however the increase in cost of
         revenue as a percentage of revenue is due primarily to an increase in
         labor costs as compared to the same period in 2002 and certain price
         reductions referred to above.

         Selling, general and administrative expenses ("SG&A") decreased by $0.5
         million, or 7.1%, to $6.5 million for the three months ended March 31,
         2003 from $7.0 million for the same period in 2002. Stated as a
         percentage of revenue, SG&A decreased to 16.2% for the three months
         ended March 31, 2003 as compared to 18.0% for the same period in 2002.
         The decrease in SG&A is due primarily to a $0.3 million decrease in
         bonuses earned, $0.2 million less in provision for bad debt and $0.2
         million in reduced sales and marketing salaries as a result of the
         reversal of previously recorded severance benefits, partially offset by
         a $0.1 million increase in facility rent costs.

         Depreciation and amortization decreased by $0.1 million, or 33.3%, to
         $0.2 million for the three months ended March 31, 2003 from $0.3
         million for the same period in 2002. Such reduction was primarily
         caused by the full depreciation of certain vehicles held under a
         capital lease that ended during 2002 and reduced capital expenditures
         in 2000, 2001 and 2002.

         Other income, net increased by $1.0 million to $1.1 million for the
         three months ended March 31, 2003 from $0.1 million for the same period
         in 2002 for the reasons discussed below.

         On March 30, 2001, pursuant to an Asset Purchase Agreement dated as of
         March 7, 2001, Sureway Worldwide, LLC ("Sureway Worldwide"), a
         wholly-owned subsidiary of Global Delivery Systems, LLC ("Global"),
         purchased certain assets from a subsidiary of CD&L. As part of the
         payment price for such assets, Sureway Worldwide issued to CD&L a
         promissory note in the original principal amount of $2,500,000
         guaranteed by Global (the "Note Receivable"). Such note and the
         guaranty were subordinated to Sureway Worldwide's and Global's
         obligations to its secured lender. No payments had been made to CD&L on
         the Note Receivable since issuance. CD&L wrote-off the entire amount of
         the Note Receivable on December 31, 2001 based on management's
         determination that the note would not be collected.

         On February 16, 1999, the Company and its subsidiary, Sureway Air
         Traffic Corporation, Inc. ("Sureway"), entered into and consummated an
         asset and stock purchase agreement with Victory Messenger Service,
         Inc., Richard Gold ("Gold"), Darobin Freight Forwarding Co., Inc.
         ("Darobin"), and The Trust Created Under Paragraph Third of the Last
         Will and Testament of Charles Gold (the "Trust"), (collectively "Gold
         Wings"), whereby Sureway purchased all of the outstanding shares of the
         capital stock of Darobin and certain of the assets and liabilities of
         the other sellers. In conjunction therewith, the Company became
         obligated for seller-financed acquisition debt of $1,650,000. As of
         February 28, 2003, the note had a remaining principal balance of
         approximately $1,000,000 (the "CDL/Gold Note").


                                       14
<PAGE>

         On February 28, 2003, the Company completed a series of related
         transactions with GMV Express, Inc. ("GMV"), Gold (a principal of GMV)
         and his affiliates, and Global and its subsidiary, Sureway Worldwide.
         The net effect of the transactions with Global, Sureway Worldwide, GMV
         and Gold is that the Company assigned the Note Receivable to GMV in
         exchange for a release on the CDL/Gold Note payable, so that the
         Company is now relieved of its $1,000,000 liability for the CDL/Gold
         Note and the Company has no further rights to the Note Receivable. In
         addition, the Company received payments from Sureway Worldwide and
         Global of approximately $117,000 ($72,000 in settlement of disputed
         claims and $45,000 for other amounts due) and provided Gold with a
         release covering claims of breach of certain non-competition
         agreements. As a result of this transaction, the Company recorded a
         gain of approximately $1,000,000 during the three month period ended
         March 31, 2003, included within other income, net.

         As a result of the factors discussed above, income before provision for
         income taxes increased by $1.0 million for the three months ended March
         31, 2003 as compared to the same period in 2002.

         Provision for income taxes increased by $0.4 million for the three
         months ended March 31, 2003 as compared to $0.0 million for the same
         period in 2002. This was due to the increase in income before provision
         for income taxes discussed above.

         Net income improved by $0.6 million to net income of $0.6 million for
         the three months ended March 31, 2003 as compared to net income of $0.0
         million for the same period in 2002. This was due to the factors
         discussed above.

         Liquidity and Capital Resources

         The Company's working capital decreased by $406,000 from $2,869,000 as
         of December 31, 2002 to $2,463,000 as of March 31, 2003. The decrease
         is primarily a result of cash used in operating activities. Cash and
         cash equivalents increased by $289,000 to $1,741,000 as of March 31,
         2003. Cash of $726,000 was used by operations, while $18,000 was used
         by net investing activities and $1,033,000 was provided by net
         financing activities. Capital expenditures amounted to $54,000 and
         $25,000 for the three months ended March 31, 2003 and 2002,
         respectively.

         As of June 27, 2002 CD&L and Summit Business Capital Corporation, doing
         business as Fleet Capital - Business Finance Division, entered into an
         agreement establishing a revolving credit facility (the "Fleet
         Facility") of $15,000,000. The Fleet Facility replaced a revolving
         credit facility with First Union Commercial Corporation established in
         July 1997. The Fleet Facility expires on June 27, 2005 and provides
         CD&L with standby letters of credit, prime rate based loans at the
         bank's prime rate, as defined, plus 25 basis points (4.50% at March 31,
         2003) and LIBOR based loans at the bank's LIBOR, as defined, plus 225
         basis points (3.57% at March 31, 2003). Credit availability is based on
         eligible amounts of accounts receivable, as defined, up to a maximum
         amount of $15,000,000 and is secured by substantially all of the
         assets, including certain cash balances, accounts receivable,
         equipment, leasehold improvements and general intangibles of the
         Company and its subsidiaries. During the three months ended March 31,
         2003, the maximum borrowings outstanding under the Fleet Facility were
         approximately $1,575,000 and the outstanding borrowings as of March 31,
         2003 were approximately $1,575,000. As of March 31, 2003, the Company
         had borrowing availability of $2,323,000 under the Fleet Facility,
         after adjusting for restrictions related to outstanding standby letters
         of credit of $7,000,000 and minimum availability requirements.

         Under the terms of the Fleet Facility, the Company is required to
         maintain certain financial ratios and comply with other financial
         conditions. The Fleet Facility also prohibits the Company from
         incurring certain additional indebtedness, limits certain investments,
         advances or loans and restricts substantial asset sales, capital
         expenditures and cash dividends. See "Waivers and Amendments" below.

         On January 29, 1999, the Company completed a $15,000,000 private
         placement of senior subordinated notes and warrants (the "Senior
         Notes") with three financial institutions. The Senior Notes originally
         bore interest at 12.0% per annum and are subordinate to all senior debt
         including the Company's Fleet Facility. Under the terms of the Senior
         Notes, as amended, the Company is required to maintain certain
         financial ratios and comply with other financial conditions contained
         in the Senior Notes agreement. See "Waivers and Amendments" below.


                                       15
<PAGE>

         The Senior Notes mature on January 29, 2006 and may be prepaid by the
         Company under certain circumstances. The warrants expire January 19,
         2009 and are exercisable at any time prior to expiration at a price of
         $.001 per equivalent share of common stock for an aggregate of 506,250
         shares of the Company's stock, subject to additional adjustments. The
         Company has recorded the fair value of the warrants of $1,265,000 as a
         credit to additional paid-in-capital and a debt discount on the Senior
         Notes. The Company used the proceeds to finance acquisitions and to
         reduce outstanding short-term borrowings. As of August 17, 2000,
         November 21, 2000, March 30, 2001, May 30, 2001, August 20, 2001,
         November 19, 2001, April 12, 2002, June 28, 2002 and April 23, 2003,
         the Company and the note holders modified the Senior Subordinated Loan
         Agreement (the "Senior Note Agreement") entered into on January 29,
         1999. The Senior Note Agreement, as amended, provides for scheduled
         repayments of $250,000 at the end of each calendar quarter beginning in
         the first quarter of 2003 and ending in the fourth quarter of 2005.
         Such payments increase to $312,500 if the Company meets certain
         availability benchmarks under the Fleet Facility, as defined. The
         interest rate on the $3,000,000 of the notes scheduled to be repaid
         would be reduced to 10% on a prospective basis if the Company makes a
         voluntary principal repayment of $750,000 at any time prior to
         maturity.

         Waivers and Amendments -
         At December 31, 2002 and March 31, 2003, the Company did not comply
         with the Minimum Earnings, Fixed Charge Coverage Ratio and Cash Flow
         Leverage Ratio covenants, as defined, at one or both dates. On April
         23, 2003, the Company obtained waivers from its lenders for the
         covenant violations and renegotiated certain covenants and modified
         certain terms of its revolving credit facility and senior subordinated
         notes.

         Self-Insurance -
         The Company's risk of incurring uninsured losses has increased in 2003
         as a result of increased deductibles retained by the Company in order
         to reduce premiums in conjunction with the renewal of certain insurance
         policies in 2003. There can be no assurances that the Company's risk
         management policies and procedures will minimize future uninsured
         losses or that a material increase in frequency or severity of
         uninsured losses will not occur and adversely impact the Company's
         future consolidated financial results.

         The Company has an accumulated deficit of ($8,223,000) as of March 31,
         2003. There can be no assurances that the Company's lenders will agree
         to waive any future covenant violations, if any, continue to
         renegotiate and modify the terms of their loans, or further extend the
         maturity date, should it become necessary to do so. Further, there can
         be no assurances that the Company will be able to meet its revenue,
         cost or income projections, upon which the debt covenants are based.

         Management believes that cash flows from operations and its borrowing
         capacity, after the debt modifications referred to above, are
         sufficient to support the Company's operations and general business and
         capital requirements for at least the next twelve months. Such
         conclusions are predicated upon sufficient cash flow from operations
         and the continued availability of a revolving credit facility. The
         risks associated with cash flow from operations are mitigated by the
         Company's low gross profit margin. Unless catastrophic, decreases in
         revenue should be accompanied by corresponding decreases in costs,
         resulting in minimal impact to liquidity. The risks associated with the
         revolving credit facility are as discussed above.

         Inflation

         While inflation has not had a material impact on the Company's results
         of operations for the periods presented herein, recent fluctuations in
         fuel prices can and do affect the Company's operating costs.


                                       16
<PAGE>

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

         The Company is exposed to the effect of changing interest rates. At
         March 31, 2003, the Company's debt consisted of approximately
         $13,052,000 (excluding unamortized discount of $512,000) of fixed rate
         debt with a weighted average interest rate of 13.2% and $4,942,000 of
         variable rate debt with a weighted average interest rate of 6.2%. The
         variable rate debt consists of six seller-financed notes with an
         interest rate of prime plus 200 basis points with a minimum rate of
         7.0% and maximum rate of 9.0% and $1,575,000 of borrowings of revolving
         line of credit debt. If interest rates on variable rate debt were to
         increase by 62 basis points (one-tenth of the rate at March 31, 2003),
         the net impact to the Company's results of operations and cash flows
         for the three month period ended March 31, 2003 would be a decrease of
         approximately $8,000. Maximum borrowings of revolving line of credit
         debt during the three months ended March 31, 2003 were $1,575,000.

Item 4 - Controls and Procedures

         Within the 90-day period prior to the filing of this report, an
         evaluation was carried out under the supervision and with the
         participation of the Company's management, including the Chief
         Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), of
         the effectiveness of the Company's disclosure controls and procedures.
         Based on that evaluation, the CEO and CFO have concluded that the
         Company's disclosure controls and procedures are effective to ensure
         that information required to be disclosed by the Company in reports
         that it files or submits under the Exchange Act is recorded, processed,
         summarized and reported within the time periods specified in Commission
         rules and forms. Subsequent to the date of their evaluation, there were
         no significant changes in the Company's internal controls, including
         any corrective actions with regard to significant deficiencies and
         material weaknesses.



                                       17
<PAGE>


                           Part II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits

         99.1     Certification  of Albert W. Van Ness,  Jr.  Pursuant to 18
                  U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

         99.2     Certification  of Russell J. Reardon  Pursuant to 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K

         The following current reports on Form 8-K were filed during the first
         quarter of 2003.

         o        Report on Form 8-K filed on February 28, 2003 concerning the
                  assignment of the Sureway Note receivable in exchange for a
                  release on the CDL/Gold Note payable.

         o        Report on Form 8-K filed on May 2, 2003 concerning the May 1,
                  2003 press release announcing 2002 fiscal year earnings.


                                       18
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



         Dated: May 20, 2003                 CD&L, INC.




                                             By: \s\ Russell J. Reardon
                                                 ------------------------------
                                                 Russell J. Reardon
                                                 Vice President and
                                                 Chief Financial Officer



                                       19
<PAGE>

                                  CERTIFICATION

I, Albert W. Van Ness, Jr., certify that:

(1)      I have reviewed this Quarterly Report on Form 10-Q of CD&L, Inc.;

(2)      Based on my knowledge, this Quarterly Report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this Quarterly Report;

(3)      Based on my knowledge, the financial statements, and other financial
         information included in this Quarterly Report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this Quarterly Report;

(4)      The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
         and have:

                  (a)      designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           registrant, including its consolidated subsidiaries,
                           is made known to us by others within those entities,
                           particularly during the period in which this
                           Quarterly Report is being prepared;

                  (b)      evaluated the effectiveness of the registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           Quarterly Report (the "Evaluation Date"); and

                  (c)      presented in this Quarterly Report our conclusions
                           about the effectiveness of the disclosure controls
                           and procedures based on our evaluation as of the
                           Evaluation Date;

(5)      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent functions):

                  (a)      all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the registrant's auditors any material
                           weaknesses in the internal controls; and

                  (b)      any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the registrant's internal controls; and

(6)      The registrant's other certifying officers and I have indicated in this
         Quarterly Report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including corrective actions with regard to significant deficiencies
         and material weaknesses.

Dated: May 20, 2003

                                         \s\ Albert W. Van Ness, Jr.
                                          --------------------------
                                         Albert W. Van Ness, Jr.
                                         Chief Executive Officer




                                       20
<PAGE>

                                  CERTIFICATION

I, Russell J. Reardon, certify that:

(1)      I have reviewed this Quarterly Report on Form 10-Q of CD&L, Inc.;

(2)      Based on my knowledge, this Quarterly Report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this Quarterly Report;

(3)      Based on my knowledge, the financial statements, and other financial
         information included in this Quarterly Report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this Quarterly Report;

(4)      The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant,
         and have:

         (a)      designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this Quarterly Report is being prepared;

         (b)      evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this Quarterly Report (the "Evaluation
                  Date"); and

         (c)      presented in this Quarterly Report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

(5)      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent functions):

         (a)      all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in the internal controls; and

         (b)      any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

(6)      The registrant's other certifying officers and I have indicated in this
         Quarterly Report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including corrective actions with regard to significant deficiencies
         and material weaknesses.

Dated: May 20, 2003

                                            \s\ Russell J. Reardon
                                            ----------------------------------
                                            Russell J. Reardon
                                            Chief Financial Officer


                                       21