<PAGE>   1

                                                                    Exhibit 10.1


                                                                  EXECUTION COPY

                      FIRST AMENDMENT TO FIFTH AMENDED AND
                             RESTATED LOAN AGREEMENT


         THIS FIRST AMENDMENT (this "Amendment") to the Fifth Amended and
Restated Loan Agreement is entered into as of the 13TH day of APRIL , 2000, by
and between The Huntington National Bank (the "Bank") as lender, and Intrenet,
Inc. (the "Borrower"), and its wholly owned subsidiaries Advanced Distribution
System, Inc., Eck Miller Transportation Corporation, INET Logistics, Inc.,
Mid-Western Transport, Inc., Roadrunner Enterprises, Inc., Roadrunner Trucking,
Inc., Roadrunner Distribution Services, Inc. and Roadrunner International
Services, Inc. (collectively the "Subsidiaries") as borrowers. The Borrower and
the Subsidiaries are herein collectively referred to as the "Companies" and
separately as a "Company").

                                    RECITALS:

         A. On or about February 4, 2000, the Bank and the Companies executed a
certain Fifth Amended and Restated Loan Agreement, as amended from time to time
(the "2000 Loan Agreement"), which sets forth the terms and conditions of
certain loans and extensions of credit; and

         B. From time to time prior to the date of the 2000 Loan Agreement, each
of the Companies executed and delivered to the Bank the Existing Closing
Documents and the 1996 Closing Documents (as such terms are defined in the 2000
Loan Agreement); and

         C. On or about February 4, 2000, and at such other times as the
Companies have entered into amendments or consents, in connection with the 2000
Loan Agreement, the Companies executed and delivered to the Bank certain other
loan and security documents, including without limitation, an Amended and
Restated Revolving Note, an Amended and Restated Term Note, an Amended and
Restated Standby Letter of Credit Reimbursement AGREEMENT, an Amended and
Restated Master Fund Management Agreement, UCC-1 financing statements, UCC-3
amendments, mortgage modification agreements, and related documents (herein,
together with the Existing Closing Documents and the 1996 Closing Documents,
collectively the "Loan Documents") ; and

         D. The Companies have requested that the Bank amend and modify certain
terms and covenants in the Loan Agreement and the Bank is willing to do so upon
the terms and conditions contained herein.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements
and promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties hereto for
themselves and their successors and assigns do hereby agree, represent and
warrant as follows:


<PAGE>   2

         1. DEFINITIONS. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the 2000 Loan Agreement.


         2. The definition of "Eligible Unbilled Accounts" set forth in Section
1.8, "LENDING FORMULA," of the 2000 Loan Agreement is hereby amended to recite
in its entirety as follows:

                  "Eligible Unbilled Accounts" means the portion of the accounts
         of any of the Companies that the Bank determines in good faith from
         time to time, based on credit policies, market conditions, such
         Company's business or the creditworthiness of such Account Debtor, is
         eligible for use in calculating the Borrowing Base. Without limiting
         the Bank's right to determine which accounts are Eligible Unbilled
         Accounts, no account will be eligible for use in calculating the
         Borrowing Base, unless, at a minimum, such account is an account in
         accordance with GAAP and arises in the ordinary course of one of the
         Companies' businesses from a customer (an "Account Debtor"), an invoice
         has been created to evidence such account, but such invoice has not
         been mailed to the Account Debtor, and such account meets all the
         following requirements: (a) the account arises from one of the
         Companies' completed performance of services to an Account Debtor; (b)
         not more than 15 days (7 days on and after December 31, 2000) have
         elapsed from the dispatch date, as indicated in the unprinted freight
         bill report or other report satisfactory to the Bank; (c) the account
         is not subject to any prior assignment, claim, lien, security interest,
         setoff, credit, contra account, allowance, adjustment, levy, return of
         goods, or discount; (d) the account does not arise from a transaction
         with a person, corporation or entity affiliated with one of the
         Companies; (e) no Company has received notice of bankruptcy or
         insolvency of the Account Debtor; (f) the account is not evidenced by
         any chattel paper, promissory note, payment instrument or written
         agreement; (g) the account arises from a sale to an Account Debtor in
         the United States or one of the Canadian provinces other than Quebec;
         (h) the account does not arise from any government or agency thereof
         (provided, however, such account will be considered for eligibility if
         such Company has complied in all respects with the Federal Assignment
         of Claims Act and such account is satisfactory to the Bank) or from a
         consumer; (i) the account does not arise from an Account Debtor who has
         more than 25% of its accounts with any Company unpaid more than 90 days
         from the original invoice therefor; (j) the account does not arise from
         an Account Debtor to whom any Company has determined to ship goods on a
         "cash on delivery" or C.O.D. basis; and (k) the Bank has not notified
         the Borrower that the account or the Account Debtor is unsatisfactory
         or unacceptable (although the Bank reserves the right to do so in good
         faith and in its sole discretion at any time).



                                      -2-
<PAGE>   3

The remainder of Section 1.8 shall remain as originally written.

3. Subparagraphs (w) and (x) and the Pricing Grid Table, all of which are a part
of the definition of "Prime Margin" set forth in Section 2.1, "PAYMENT OF
INTEREST PRIME COMMERCIAL RATE," of the 2000 Loan Agreement are hereby amended
to recite as follows:

         (w) Upon the date that the First Amendment to Fifth Amended and
         Restated Loan Agreement between the Companies and the Bank (the "First
         Amendment") becomes effective, until changed hereunder in accordance
         with the following provisions, the Prime Margin will be 75 basis points
         (0.75%) per annum.

         (x) Commencing as of March 31, 2000, and continuing as of the last day
         of each month thereafter, the Bank will determine the Prime Margin for
         each Loan in accordance with the Pricing Grid Table set forth below,
         based on the Companies' Cash Flow Leverage Ratio and Fixed Charge
         Coverage Ratio as of the end of such month; provided however, that if,
         pursuant to the terms of this Agreement, the Bank, in its discretion,
         notifies the Companies that the Cash Flow Leverage Ratio and the Fixed
         Charge Coverage Ratio shall be determined on a quarterly basis, then
         such determination of the Prime Margin shall be made as of the end of
         each fiscal quarter. Changes in the Prime Margin based upon changes in
         the Cash Flow Leverage Ratio and the Fixed Charge Coverage Ratio as of
         the end of any month (or quarter, as the case may be) shall become
         effective on the first day of the month following the receipt and
         acceptance by the Bank pursuant to Section 11 of this Agreement of the
         financial statements of the Borrower for such month (or quarter, as the
         case may be), accompanied by such supporting documentation as may be
         reasonably required by the Bank and by the certificate and calculations
         referred to in Section 11 of this Agreement demonstrating the
         computation of the Cash Flow Leverage Ratio and Fixed Charge Coverage
         Ratio. No reduction in the Prime Margin shall occur unless the
         Companies shall have achieved BOTH the Fixed Charge Coverage Ratio
         requirement and the Cash Flow Leverage Ratio requirement associated
         with a specified margin.


                                      -3-
<PAGE>   4

                               PRICING GRID TABLE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
      FIXED CHARGE COVERAGE RATIO              CASH FLOW LEVERAGE RATIO                     PRIME MARGIN
                                                                                (expressed in basis points per annum)
----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                              <C>
less than 1.00 to 1.00 or                   greater than 4.50 to 1.00                        75 (0.75%)
greater than minimum ratio
required by Section 10.24
----------------------------------------------------------------------------------------------------------------------
greater than or equal to 1.00 to 1.00       less than or equal to 4.50 to 1.00 and           75 (0.75%)
and greater than or equal to minimum ratio  less than or equal to maximum ratio
required by Section 10.24                   permitted by Section 10.25
----------------------------------------------------------------------------------------------------------------------
greater than or equal to 1.00 to 1.00 and   less than or equal to 4.00 to 1.00               75 (0.75%)
greater than or equal to minimum ratio
required by Section 10.24
----------------------------------------------------------------------------------------------------------------------
greater than or equal to 1.05 to 1.00       less than or equal to 3.75 to 1.00               75 (0.75%)
----------------------------------------------------------------------------------------------------------------------
greater than or equal to 1.15 to 1.00       less than or equal to 3.00 to 1.00               75 (0.75%)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

The remainder of Section 2.1 shall remain as originally written.

         4. Subparagraphs (w) and (x) and the Pricing Grid Table, all of which
are a part of the definition of "Daily LIBOR Margin" set forth in Section 2.2,
"DAILY LIBOR," of the 2000 Loan Agreement are hereby amended to recite as
follows:

                  (w) Upon the date that the First Amendment becomes effective,
                  until changed hereunder in accordance with the following
                  provisions, the Daily LIBOR Margin will be 300 basis points
                  per annum.

                  (x) Commencing as of March 31, 2000, and continuing as of the
                  last day of each month thereafter, the Bank will determine the
                  Daily LIBOR Margin for each Loan in accordance with the
                  Pricing Grid Table set forth below, based on the Companies'
                  Cash Flow Leverage Ratio and Fixed Charge Coverage Ratio as of
                  the end of such month; provided however, that if, pursuant to
                  the terms of this Agreement, the Bank, in its discretion,
                  notifies the Companies that the Cash Flow Leverage Ratio and
                  the Fixed Charge Coverage Ratio shall be determined on a
                  quarterly basis, then such determination of the Prime Margin
                  shall be made as of the end of each fiscal quarter. Changes in
                  the Daily LIBOR Margin based upon changes in the Cash Flow
                  Leverage Ratio and the Fixed Charge Coverage Ratio as of the
                  end of any month (or quarter, as the case may be) shall become
                  effective on the first day of the month following the receipt
                  and acceptance by the Bank pursuant to Section 11 of this
                  Agreement of the financial statements of the Borrower for such
                  month (or quarter, as the case may be), accompanied by such
                  supporting documentation as may be reasonably required by the
                  Bank and by the certificate and calculations referred to in
                  Section 11 of this Agreement demonstrating the computation of
                  the Cash Flow Leverage Ratio and Fixed Charge Coverage Ratio.
                  No reduction in the Daily LIBOR Margin shall occur unless the
                  Companies shall have achieved both the Fixed Charge Coverage
                  Ratio requirement and the Cash Flow Leverage Ratio requirement
                  associated with a specified margin.


                                      -4-
<PAGE>   5

                               PRICING GRID TABLE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
      FIXED CHARGE COVERAGE RATIO           CASH FLOW LEVERAGE RATIO                  DAILY LIBOR MARGIN
                                                                             (expressed in basis points per annum)
-------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                           <C>
less than 1.00 to 1.00 or                    greater than 4.50 to 1.00                     300 (3.00%)
greater than minimum required
ratio for Section 10.24
-------------------------------------------------------------------------------------------------------------------
greater than or equal to 1.00 to 1.00     less than or equal to 4.50 to 1.00               275 (2.75%)
and greater than or equal to minimum      less than or equal to maximum ratio
required ratio for Section 10.24          permitted by Section 10.25 financial
                                                    covenant
-------------------------------------------------------------------------------------------------------------------
greater than or equal 1.00 to 1.00 and    less than or equal to 4.00 to 1.00               250 (2.50%)
greater than or equal to minimum
   required ratio for Section 10.24
-------------------------------------------------------------------------------------------------------------------
greater than or equal to 1.05 to 1.00     less than or equal to 3.75 to 1.00               225 (2.25%)
-------------------------------------------------------------------------------------------------------------------
greater than or equal to 1.15 to 1.00     less than or equal to 3.00 to 1.00               200 (2.00%)
-------------------------------------------------------------------------------------------------------------------
</TABLE>

The remainder of Section 2.2 shall remain as originally written.


         5. Section 6.2, " LETTER OF CREDIT FEES," of the 2000 Loan Agreement is
hereby amended to recite in its entirety as follows:

                  6.2      Letter of Credit Fees.

                           The Companies shall jointly and severally pay to the
                  Bank a fee in respect of the Letters of Credit in the amount
                  of one-and-three-eighths percent (1.375%) per annum of the
                  stated amount of each Letter of Credit issued or renewed and
                  outstanding during such year, which fee shall be paid to the
                  Bank upon the issuance or renewal of each Letter of Credit.
                  The Companies shall also pay any and all other fees, costs and
                  expenses as may be provided for in the Standby Letter of
                  Credit Reimbursement Agreement.


         6. Section 6.3, "CLOSING FEE," of the 2000 Loan Agreement is hereby
redesignated "CLOSING FEE AND AMENDMENT FEE," and is amended to recite in its
entirety as follows:

                  6.3      Closing Fee and Amendment Fee.

                           The Companies shall jointly and severally pay to the
                  Bank a closing fee in respect of the Loan in the amount of
                  $75,000.00, which fee shall be fully earned as of the date of
                  this Agreement, but shall be payable in the following
                  installments: $25,000.00 on or before the date of this
                  Agreement, $25,000.00 on March 31, 2000, and $25,000.00 on or
                  before the date of execution of the First Amendment. In
                  addition, in respect of the First Amendment, the Companies
                  shall jointly and severally pay to the Bank an amendment fee
                  in the amount of $75,000.00, which fee shall be fully earned
                  as of the earlier of (i) the date of the Companies' acceptance


                                      -5-
<PAGE>   6

                  of the Bank's commitment letter with respect to the First
                  Amendment or (ii) the date of execution of the First
                  Amendment, but shall be payable upon the earlier of (a) June
                  30, 2000; (b) the prepayment in full of the Revolving Loan,
                  the Term Loan and the Capex Loan; or (c) the occurrence of an
                  Event of Default hereunder.


         7. Section 6.7, "COLLATERAL AUDITS," of the 2000 Loan Agreement is
hereby amended to recite in its entirety as follows:

                  6.7      Collateral Audits.

                           The Bank shall have the right, in its sole
                  discretion, to conduct full audits of each of the Companies up
                  to four times a year, provided, however, that during (i) the
                  occurrence of an Event of Default, or (ii) if the Bank deems
                  necessary in its sole discretion after reviewing the results
                  of scheduled audits, the Bank shall have the right in its sole
                  discretion to conduct audits more frequently. The scope of
                  such audits shall be determined by the Bank in its sole and
                  absolute discretion. In connection therewith, the Companies
                  will provide access to all of its books and records and such
                  other information which the Bank deems necessary to evaluate
                  the status of the Loan, of the collateral security therefor,
                  or any other matter pertaining to, or referred to in, this
                  Agreement or the documents executed in connection herewith.


         8. Section 8.3, "FINANCIAL STATEMENTS; FULL DISCLOSURE," of the 2000
Loan Agreement is hereby amended to recite in its entirety as follows:

                  8.3      Financial Statements; Full Disclosure.

                           The financial statements for the fiscal year ending
                  December 31, 1998, and the fiscal period ending November 30,
                  1999, which have been supplied to the Bank have been prepared
                  in accordance with GAAP and fairly represent the Companies'
                  financial condition as of such date. No material adverse
                  change in the Companies' financial condition has occurred
                  since November 30, 1999, other than the Companies'
                  consolidated operating loss in the amount of $1,525,000 in
                  December, 1999. In addition, the financial analyses, reports,
                  business plans, projections, and pro forma financial
                  statements, dated March 22, 2000, and covering fiscal periods
                  ending December 31, 2000, which have been supplied to the
                  Bank, have been prepared in accordance with GAAP and are based
                  on reasonable, good faith assumptions about the Company's
                  financial condition and projected financial condition as of
                  the dates of such financial information or projections.
                  Furthermore, based upon the


                                      -6-
<PAGE>   7

                  financial projections provided to the Bank from time to time
                  pursuant to Section 11 hereof, no set of facts or
                  circumstances is projected to exist during the period or
                  periods covered by such projections that, upon the giving of
                  notice, the lapse of time, or any one or more of the
                  foregoing, would constitute an Event of Default. The financial
                  statements and the financial analyses, reports, business
                  plans, projections and information referred to in this
                  paragraph do not, nor does this Agreement or any written
                  statement furnished by the Companies to the Bank in connection
                  with obtaining the Loan, contain any untrue statement of a
                  material fact or omit a material fact necessary to make the
                  statements contained therein or herein not misleading. The
                  Companies have disclosed to the Bank in writing or orally all
                  facts which materially affect the properties, business,
                  prospects, profits or condition (financial or otherwise) of
                  the Companies or the ability of the Companies to perform this
                  Agreement.


         9. Section 9.3, "WARRANTIES AND REPRESENTATIONS," of the 2000 Loan
Agreement is hereby amended to recite in its entirety as follows:

                  9.3      Warranties and Representations.

                           On the date of each advance pursuant to the Loan the
                  warranties and representations set forth in Section 8 hereof
                  (except for and excluding the warranties and representations
                  set forth in the second sentence of Section 8.3 hereof) shall
                  be true and correct on and as of such date with the same
                  effect as though such warranties and representations had been
                  made on and as of such date, except to the extent that such
                  warranties and representations expressly relate to an earlier
                  date.


         10. Section 10.10, "MINIMUM SECURITY," of the 2000 Loan Agreement is
hereby amended to recite in its entirety as follows:

                  10.10    Minimum Security.

                           The Companies shall maintain, as minimum security for
                  the Revolving Loan and Letters of Credit, Eligible Accounts,
                  Eligible Unbilled Accounts and Eligible Incomplete Booked
                  Accounts having an aggregate value such that the aggregate
                  stated amount of the Letters of Credit plus the outstanding
                  principal balance of the Revolving Loan shall not exceed the
                  difference of (i) the Borrowing Base, MINUS $2,000,000.00.


         11. Section 10.14, "CURRENT RATIO," of the 2000 Loan Agreement is
hereby amended to recite in its entirety as follows:


                                      -7-
<PAGE>   8

                  10.14    Current Ratio.

                           The Companies, on a combined and consolidated basis,
                  shall maintain a ratio of current assets to current
                  liabilities of not less than 1.00 to 1.00 as of the end of
                  each fiscal year. For purposes of this Section 10.14, the Loan
                  shall be considered to be a long-term liability.

         12. The first two paragraphs of Section 10.24, "FIXED CHARGE COVERAGE
RATIO," of the 2000 Loan Agreement are hereby amended to recite in their
entirety as follows:

                 10.24     Fixed Charge Coverage Ratio.

                           The Companies, on a consolidated basis, shall
                 maintain at all times specified below a ratio of (a) EBITDA
                 PLUS Historical Operating Lease Payments PLUS Non-Recurring
                 Expenses to (b) Fixed Charges PLUS Prospective Operating Lease
                 Payments (the "Fixed Charge Coverage Ratio") of not less than
                 (i) 0.80 to 1.00 for the period beginning with the date of this
                 Agreement and continuing through and including December 31,
                 2000, (ii) 0.95 to 1.00 for the period beginning January 1,
                 2001, and continuing through and including March 30, 2001,
                 (iii) 1.00 to 1.00 for the period beginning on March 31, 2001,
                 and continuing through and including June 29, 2001; and (iv)
                 1.05 to 1.00 for the period beginning on June 30, 2001, and
                 continuing at all time thereafter. If the Companies or their
                 auditors make any adjustment in EBITDA, the Companies shall
                 immediately (i) provide notice of such adjustment to the Bank,
                 (ii) reflect such adjustment in the calculation of the Fixed
                 Charge Coverage Ratio, and (iii) provide financial statements
                 to the Bank reflecting such adjustments for all periods to
                 which the adjustments relate.

                           In determining the numerator of the Fixed Charge
                 Coverage Ratio, (i) EBITDA, Historical Operating Lease Payments
                 and Non-Recurring Expenses shall each be determined as of the
                 last day of each month for the twelve month period ending on
                 such date. In determining the denominator of the Fixed Charge
                 Coverage Ratio, (i) Consolidated Taxes, (ii) Consolidated
                 Interest Expense, and (iii) Net Investment in Fixed Assets (and
                 each component thereof) shall each be determined as of the last
                 day of each month for the twelve month period ending on such
                 date; and (iv) Prospective CMLTD, and (v) Prospective Operating
                 Lease Payments shall each be determined by calculating the
                 scheduled payments due and to become due during the twelve
                 month period beginning on such date. Provided, however, that if
                 (w) as of the date of the Bank's notification to the Companies
                 as contemplated in this sentence, no set of facts or
                 circumstances exists that, upon the giving of notice, the lapse
                 of time, or one or more of the foregoing, would constitute an
                 Event of Default, and (x)


                                      -8-
<PAGE>   9

                 if the Bank, in its sole and absolute discretion, is satisfied
                 with the results of its audits of each of the Companies that
                 are conducted after the date of execution of the First
                 Amendment and prior to September 30, 2000, and has notified the
                 Companies in writing of such determination and that the Fixed
                 Charge Coverage Ratio is to be henceforth determined on a
                 quarterly basis, then, from and after September 30, 2000, (y)
                 in determining the numerator of the Fixed Charge Coverage
                 Ratio, (i) EBITDA, (ii) Historical Operating Lease Payments and
                 (iii) Non-Recurring Expenses shall each be determined as of the
                 last day of each calendar quarter for the twelve month period
                 ending on such date, and (z) in determining the denominator of
                 the Fixed Charge Coverage Ratio, (i) Consolidated Taxes, (ii)
                 Consolidated Interest Expense, and (iii) Net Investment in
                 Fixed Assets (and each component thereof) shall each be
                 determined as of the last day of each calendar quarter for the
                 twelve month period ending on such date, and (iv) Prospective
                 CMLTD and (v) Prospective Operating Lease Payments shall each
                 be determined by calculating the scheduled payments due and to
                 become due during the twelve month period beginning on such
                 date.

The remainder of Section 10.24 shall remain as originally written.


         13. The first two paragraphs of Section 10.25, "CASH FLOW LEVERAGE," of
the 2000 Loan Agreement are hereby amended to recite in their entirety as
follows:

                  10.25    Cash Flow Leverage.

                           The Companies, on a consolidated basis, shall
                  maintain at all times specified below a ratio of (a) Funded
                  Debt to (b) EBITDA PLUS Non-Recurring Expenses (the "Cash Flow
                  Leverage Ratio") of not greater than (a) 9.00 to 1.00 for the
                  period beginning with the date of this Agreement and
                  continuing through and including March 30, 2000, (b) 9.50 to
                  1.00 for the period beginning March 31, 2000 and continuing
                  through and including April 29, 2000, (c) 10.25 to 1.00 for
                  the period beginning April 30, 2000 and continuing through and
                  including May 30, 2000, (d) 10.50 to 1.00 for the period
                  beginning May 31, 2000 and continuing through and including
                  June 29, 2000, (e) 10.00 to 1.00 for the period beginning June
                  30, 2000 and continuing through and including August 30, 2000,
                  (f) 9.50 to 1.00 for the period beginning August 31, 2000 and
                  continuing through and including September 29, 2000, (g) 9.00
                  to 1.00 for the period beginning September 30, 2000 and
                  continuing through and including October 30, 2000, (h) 8.00 to
                  1.00 for the period beginning October 31, 2000 and continuing
                  through and including November 29, 2000, (i) 6.50 to 1.00 for
                  the period beginning November 30, 2000 and continuing through
                  and including December 30, 2000, (j) 5.50 to 1.00 for the
                  period beginning December 31, 2000 and continuing through and
                  including January 30,


                                      -9-
<PAGE>   10

                  2001, (k) 4.75 to 1.00 for the period beginning January
                  31,2001 and continuing through and including June 29, 2001,
                  and (l) 4.25 to 1.00 for the period beginning June 30, 2001
                  and continuing at all times thereafter.

                           For the purposes of calculating the Cash Flow
                  Leverage Ratio EBITDA and Non-Recurring Expenses shall be
                  determined as of the last day of each month, beginning January
                  31, 2000, for the twelve month period ending on such date, and
                  Funded Debt shall be determined as of the last day of such
                  month. Provided, however, that if (x) as of the date of the
                  Bank's notification to the Companies as contemplated in this
                  sentence, no set of facts or circumstances exists that, upon
                  the giving of notice, the lapse of time, or one or more of the
                  foregoing, would constitute an Event of Default, and (y) the
                  Bank, in its sole and absolute discretion, is satisfied with
                  the results of its audits of each of the Companies that are
                  conducted after the date of the First Amendment and prior to
                  September 30, 2000, and has notified the Companies in writing
                  of such determination and that the Cash Flow Leverage Ratio is
                  to be henceforth determined on a quarterly basis, then, (z)
                  from and after September 30, 2000, for purposes of calculating
                  the Cash Flow Leverage Ratio, (i) EBITDA and Non-Recurring
                  Expenses shall be determined as of the last day of each
                  calendar quarter, beginning September 30, 2000, for the twelve
                  month period ending on such date, and (ii) Funded Debt shall
                  be determined as of the last day of such calendar quarter.

The remainder of Section 10.25 shall remain as originally written.


         14. A new Section 10.29, "MINIMUM PROJECTED AVAILABILITY," is hereby
added to the 2000 Loan Agreement and shall recite in its entirety as follows:

                  10.29    Minimum Projected Availability

                           The financial projections provided to the Bank from
                  time to time pursuant to Section 11(m) hereof shall
                  demonstrate to the satisfaction of the Bank that the
                  Companies, on a projected basis, will maintain at all times
                  during the period or periods covered by such projections, as
                  minimum security for the Revolving Loan and Letters of Credit,
                  Eligible Accounts, Eligible Unbilled Accounts and Eligible
                  Incomplete Booked Accounts having an aggregate value such that
                  the aggregate stated amount of the Letters of Credit plus the
                  outstanding principal balance of the Revolving Loan shall not
                  exceed the difference of (i) the Borrowing Base, MINUS (ii)
                  $2,000,000.00.


                                      -10-
<PAGE>   11

         15. Subparagraph (b) of Section 11, "INFORMATION AS TO THE COMPANIES,"
of the 2000 Loan Agreement is hereby amended to recite in its entirety as
follows:

                           (b) within 30 days after the end of each month,
                  statements, in form satisfactory to the Bank, signed by a
                  president or chief financial officer of the Borrower
                  certifying the compliance of the Companies with the terms of
                  this Agreement and the calculation of the financial covenants
                  contained in Section 10 above and accompanied by such
                  supporting documentation as the Bank may reasonably request;
                  provided, however, that if (x) as of the date of the Bank's
                  notification to the Companies as contemplated in this
                  subparagraph (b), no set of facts or circumstances exists
                  that, upon the giving of notice, the lapse of time, or one or
                  more of the foregoing, would constitute an Event of Default,
                  and (y) the Bank, in its sole and absolute discretion, is
                  satisfied with the results of its audits of each of the
                  Companies that are conducted after the date of the First
                  Amendment and prior to September 30, 2000, and has notified
                  the Companies in writing of such determination and that the
                  statements regarding calculation of financial covenants
                  required by this subparagraph may be submitted on a quarterly
                  basis, then, (z) from and after September 30, 2000, the
                  statements and supporting documentation required by this
                  subparagraph (b) shall be delivered to the Bank within thirty
                  days of the end of each month, except that statements and
                  supporting documentation as to the calculation of the
                  financial covenants contained in Section 10 above shall be
                  delivered to the Bank within thirty days of the end of each
                  calendar quarter;

Except as otherwise modified herein, the remainder of Section 11 shall remain as
originally written.


         16. Subparagraph (d) of Section 11, "INFORMATION AS TO THE COMPANIES,"
of the 2000 Loan Agreement is hereby amended to recite in its entirety as
follows:

                           (d) within 120 days of the end of the fiscal year
                  ending December 31, 1999, and within 90 days of the end of
                  each fiscal year thereafter, unqualified, audited financial
                  statements prepared on a consolidated basis in accordance with
                  GAAP and certified by independent public accountants
                  satisfactory to the Bank, containing a balance sheet,
                  statements of income and surplus, statements of cash flows and
                  reconciliation of capital accounts, along with (1) any
                  management letters written by such accountants, and (2) a
                  lender reliance letter from such accountants authorizing the
                  Bank to rely on such accountants' certifications;


                                      -11-
<PAGE>   12

Except as otherwise modified herein, the remainder of Section 11 shall remain as
originally written.


         17. Subparagraph (f) of Section 11, "INFORMATION AS TO THE COMPANIES,"
of the 2000 Loan Agreement is hereby amended to recite in its entirety as
follows:

                           (f) within 120 days of the end of the fiscal year
                  ending December 31, 1999, and within 90 days of the end of
                  each fiscal year thereafter, a statement or letter signed by
                  the Companies' independent public accountants certifying that
                  upon the basis of the procedures described in such statement
                  or letter, nothing has come to their attention that would lead
                  them to believe that the Companies are in violation of the
                  terms of this Agreement;

Except as otherwise modified herein, the remainder of Section 11 shall remain as
originally written.


         18. Subparagraph (m) of Section 11, "INFORMATION AS TO THE COMPANIES,"
of the 2000 Loan Agreement is hereby amended to recite in its entirety as
follows:

                           (m) within 25 days after the end of each month,
                  financial projections, in form and content satisfactory to the
                  Bank, as to the Companies' cash flow for the 90-day period
                  beginning the day after such month end, which projections
                  shall include pro forma calculations, made with respect to the
                  last day of each month during such 90-day period, of each of
                  the financial covenants set forth in Section 10 above;

Except as otherwise modified herein, the remainder of Section 11 shall remain as
originally written.


         19. Subparagraph (b) of Section 12, "EVENTS OF DEFAULT," OF THE 2000
Loan Agreement is hereby amended to recite in its entirety as follows:

                  (b) any of the Companies fail to perform or observe any
                  covenant contained in Sections 5, 7, 10.1, 10.22 or 10.29 of
                  the Agreement;

The remainder of Section 12 shall remain as originally written.


         20. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
as of _____APRIL 13__________, 2000, upon satisfaction of all of the following
conditions precedent:


                                      -12-
<PAGE>   13

         (a) The Bank shall have received two duly executed copies of this
Amendment and such other certificates, instruments, documents, agreements, and
opinions of counsel as may be required by the Bank, each of which shall be in
form and substance satisfactory to the Bank and its counsel;

         (b) The Bank shall have received the remaining installment of the
closing fee provided for in Section 6.3 of the 2000 Loan Agreement in the amount
of $25,000.00;

         (c) Arthur Andersen shall have issued to the Companies its unqualified
opinion regarding the audited financial statements of the Companies for the
fiscal year ending December 31, 1999, and the Companies shall have provided
evidence satisfactory to the Bank of the same; and

         (d) The representations contained in the immediately following
paragraph shall be true and accurate.

         21. REPRESENTATIONS. Each of the Companies represents and warrants that
after giving effect to this Amendment (a) each and every one of the
representations and warranties made by or on behalf of each of the Companies in
the 2000 Loan Agreement or the Loan Documents is true and correct in all
respects on and as of the date hereof, except to the extent that any of such
representations and warranties related, by the expressed terms thereof, solely
to a date prior hereto; (b) each of the Companies has duly and properly
performed, complied with and observed each of its covenants, agreements and
obligations contained in the 2000 Loan Agreement and the Loan Documents; and (c)
no event has occurred or is continuing, and no condition exists which would
constitute an Event of Default.

         22. AMENDMENT TO 2000 LOAN AGREEMENT. (a) Upon the effectiveness of
this Amendment, each reference in the 2000 Loan Agreement to "Fifth Amended and
Restated Loan Agreement," "Loan and Security Agreement," "Loan Agreement,"
"Agreement," the prefix "herein," "hereof," or words of similar import, and each
reference or deemed reference in the Loan Documents to the 2000 Loan Agreement,
shall mean and be a reference to the 2000 Loan Agreement, as amended hereby. (b)
Except as modified herein, all of the representations, warranties, terms,
covenants and conditions of the 2000 Loan Agreement, the Loan Documents and all
other agreements executed in connection therewith shall remain as written
originally and in full force and effect in accordance with their respective
terms, and nothing herein shall affect, modify, limit or impair any of the
rights and powers which the Bank may have thereunder. The amendment set forth
herein shall be limited precisely as provided for herein, and shall not be
deemed to be a waiver of, amendment of, consent to or modification of any of the
Bank's rights under or of any other term or provisions of the 2000 Loan
Agreement, any Loan Document, or other agreement executed in connection
therewith, or of any term or provision of any other instrument referred to
therein or herein or of any transaction or future action on the part of the
Companies which would require the consent of the Bank, including, without
limitation, waivers of Events of Default which may exist after giving effect
hereto. Each of the Companies ratifies and confirms each term, provision,
condition and covenant set forth in the 2000 Loan Agreement


                                      -13-
<PAGE>   14

and the Loan Documents and acknowledges that the agreements set forth therein
continue to be legal, valid and binding agreements, and enforceable in
accordance with their respective terms.

         23. AUTHORITY. Each of the Companies hereby represents and warrants to
the Bank that as to such Company (a) such Company has legal power and authority
to execute and deliver the within Amendment; (b) the officer executing the
within Amendment on behalf of such Company has been duly authorized to execute
and deliver the same and bind such Company with respect to the provisions
provided for herein; (c) the execution and delivery hereof by such Company and
the performance and observance by such Company of the provisions hereof do not
violate or conflict with the articles of incorporation, regulations or by-laws
of such Company or any law applicable to such Company or result in the breach of
any provision of or constitute a default under any agreement, instrument or
document binding upon or enforceable against such Company; and (d) this
Amendment constitutes a valid and legally binding obligation upon such Company
in every respect.

         24. COUNTERPARTS; FACSIMILE TRANSMISSION. This Amendment may be
executed in two or more counterparts, each of which, when so executed and
delivered, shall be an original, but all of which together shall constitute one
and the same document. Separate counterparts may be executed with the same
effect as if all parties had executed the same counterparts. The facsimile or
other electronically transmitted copy of this Amendment shall be treated the
same as an originally executed copy hereof.

         25. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the law of the State of Ohio.

             IN WITNESS WHEREOF, each of the Companies and the Bank have
hereunto set their hands as of the date first set forth above.

                                 THE BORROWER:

                                 INTRENET, INC.

                                 By: /s/  John P. Chandler
                                     -------------------------------------------

                                 Its: Executive Vice President, Chief Operating
                                 Officer


                                      -14-
<PAGE>   15

                                 THE SUBSIDIARIES:

                                 ADVANCED DISTRIBUTION SYSTEM, INC.

                                 By: /s/  Thomas J. Bell
                                     -------------------------------------------
                                 Its: Vice President and Assistant Secretary



                                 ECK MILLER TRANSPORTATION
                                  CORPORATION

                                 By: /s/  Russell L. Deeg
                                     -------------------------------------------
                                 Its: Vice President and Assistant Secretary



                                 INET LOGISTICS, INC.

                                 By: /s/  Russell L. Deeg
                                     -------------------------------------------
                                 Its: Vice President, Treasurer and Secretary



                                 MID-WESTERN TRANSPORT, INC.

                                 By: /s/  Thomas J. Bell
                                     -------------------------------------------
                                 Its: Vice President, Treasurer and Secretary



                                 ROADRUNNER ENTERPRISES, INC.

                                 By: /s/  Thomas J. Bell
                                     -------------------------------------------
                                 Its: Vice President and Assistant Secretary


                                      -15-
<PAGE>   16


                                 ROADRUNNER TRUCKING, INC.

                                 By: /s/  Thomas J. Bell
                                     -------------------------------------------
                                 Its: Vice President and Assistant Secretary



                                 ROADRUNNER DISTRIBUTION
                                     SERVICES, INC.

                                 By: /s/  Thomas J. Bell
                                     -------------------------------------------
                                 Its: Vice President and Assistant Secretary



                                 ROADRUNNER INTERNATIONAL
                                     SERVICES, INC.

                                 By: /s/  Thomas J. Bell
                                     -------------------------------------------
                                 Its: Vice President and Assistant Secretary



                                 THE BANK:

                                 THE HUNTINGTON NATIONAL BANK

                                 By: /s/  Jerry L. Kelsheimer
                                     -------------------------------------------
                                 Its: Vice President





                                      -16-