**EXHIBIT 10.14****FIFTH AMENDMENT TO CREDIT AGREEMENT**     THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as ofOctober 5, 2006, by and among the lender listed on the signature pages hereof as Lender (the“Lender”), DYNAMEX INC., a Delaware corporation (the “Borrower”), DYNAMEXOPERATIONS EAST, INC., a Delaware corporation, DYNAMEX OPERATIONS WEST, INC., a Delawarecorporation, DYNAMEX CANADA HOLDINGS, INC., a Delaware corporation, DYNAMEX PROVINCIAL COURIERS,INC., a Delaware corporation, DYNAMEX FRANCHISE HOLDINGS, INC., a Delaware corporation, DYNAMEXDOMESTIC FRANCHISING, INC., a Delaware corporation, DYNAMEX FLEET SERVICES, INC., a Delawarecorporation, BANK OF AMERICA, N.A., in its capacity as a lender (the “Lender”), and BANK OFAMERICA, N.A., as administrative agent for itself and the Lender (in such capacity, the“Administrative Agent”).BACKGROUNDThe Borrower, the other Loan Parties (as defined in the Credit Agreement defined below), theLender and the Administrative Agent are parties to that certain Credit Agreement, dated as of March2, 2004, as amended by that certain First Amendment to Credit Agreement, dated as of April 22,2005, that certain Second Amendment to Credit Agreement, dated as of November 10, 2005, thatcertain Third Amendment to Credit Agreement, dated as of December 23, 2005, and that certain FourthAmendment to Credit Agreement, dated as of July 21, 2006 (said Credit Agreement, as amended, the“Credit Agreement”; the terms defined in the Credit Agreement and not otherwise defined hereinshall be used herein as defined in the Credit Agreement).The Borrower has requested a waiver and an amendment to the Credit Agreement.The Borrower, the Lender and the Administrative Agent hereby agree to such request, subject tothe terms and conditions set forth herein.     NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter setforth, and for other good and valuable consideration, the receipt and adequacy of which are allhereby acknowledged, the parties hereto covenant and agree as follows:**WAIVER. The Lender hereby waives the Event of Default under the Credit Agreement whichoccurred as a result of the issuance of Letter of Credit No. 3084187 in the amount of $898,228.00,thereby causing the aggregate among Letters of Credit to exceed $5,500,000.****AMENDMENT. The dollar amount “$5,500,000” which is set forth on the fourth line of Section2.13(a) of the Credit Agreement is hereby amended to be “$7,500,000”.****REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and deliveryhereof, the Borrower represents and warrants that, as of the date hereof, after giving effect tothe waiver provided for in Section 1 of this Fifth Amendment:****the representations and warranties contained in the Credit Agreement and the other Loan Documentsare true and correct on and as of the date hereof as made on and as of such date;****no event has occurred and is continuing which constitutes a Default or an Event of Default;****(i) the Borrower has full power and authority to execute and deliver this Fifth Amendment, (ii)this Fifth Amendment has been duly executed and delivered by the Borrower, and (iii) this FifthAmendment and the Credit Agreement, as amended hereby, constitute the legal, valid and bindingobligations of the Borrower, enforceable in accordance with their respective terms, except asenforceability may be limited by applicable debtor relief laws and by general principles of equity**
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**(regardless of whether enforcement is sought in a proceeding in equity or at law) and except asrights to indemnity may be limited by federal or state securities laws;****neither the execution, delivery and performance of this Fifth Amendment or the Credit Agreement, asamended hereby, nor the consummation of any transactions contemplated herein or therein, willviolate any Law or conflict with any organizational documents of the Borrower, or any indenture,agreement or other instrument to which the Borrower or any of its property is subject; and****no authorization, approval, consent, or other action by, notice to, or filing with, anygovernmental authority or other Person (including the Board of Directors of the Borrower) notpreviously obtained is required for the execution, delivery or performance by the Borrower of thisFifth Amendment.****CONDITIONS OF EFFECTIVENESS. This Fifth Amendment shall be effective as of October 5, 2006,upon satisfaction of the following conditions:****the representations and warranties set forth in Section 3 of this Fifth Amendment shall be true andcorrect;****the Administrative Agent shall have received counterparts of this Fifth Amendment executed by theLender;****the Administrative Agent shall have received counterparts of this Fifth Amendment executed by theBorrower and acknowledged by each other Loan Party; and****the Administrative Agent shall have received in form and substance satisfactory to theAdministrative Agent, such other documents, certificates and instruments as the Lenders shallrequire.****LOAN PARTY’S ACKNOWLEDGMENT. By signing below, each Loan Party (i) acknowledges, consents andagrees to the execution, delivery and performance by the Borrower of this Fifth Amendment, (ii)acknowledges and agrees that its obligations in respect of the Loan Documents to which it is aparty are not released, diminished, waived, modified, impaired or affected in any manner by thisFifth Amendment, or any of the provisions contemplated herein, (iii) ratifies and confirms itsobligations under the Loan Documents to which it is a party, and (iv) acknowledges and agrees thatit has no claim or offsets against, or defenses or counterclaims to, its obligations under the LoanDocuments to which it is a party.**RELEASE. IN CONSIDERATION OF THE LENDER’S EXECUTION OF THIS FIFTH AMENDMENT, EACH OF THE LOANPARTIES, IN EACH CASE ON BEHALF OF ITSELF AND EACH OF THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY,THE “RELEASORS”), DOES VOLUNTARILY AND KNOWINGLY RELEASE AND FOREVER DISCHARGE EACH LENDER, EACHEXITING LENDER AND ADMINISTRATIVE AGENT AND THEIR RESPECTIVE PREDECESSORS, OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (EACH, A “RELEASED PARTY”) FROM ALL POSSIBLE CLAIMS,DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN ORUNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL,AT LAW OR IN EQUITY, ARISING ON OR BEFORE THE DATE THIS FIFTH AMENDMENT IS EXECUTED, WHICH BORROWEROR ANY LOAN PARTY MAY NOW HAVE AGAINST ANY RELEASED PARTY, IF ANY, AND IRRESPECTIVE OF WHETHER ANYSUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISINGFROM ANY “OBLIGATIONS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THEEXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS, ANDNEGOTIATION FOR AND EXECUTION OF THIS FIFTH AMENDMENT.**REFERENCE TO THE CREDIT AGREEMENT.**
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**Upon and during the effectiveness of this Fifth Amendment, each reference in the Credit Agreementto “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to theCredit Agreement, as affected by this Fifth Amendment.****Except as expressly set forth herein, this Fifth Amendment shall not by implication or otherwiselimit, impair, constitute a waiver of, or otherwise affect the rights or remedies of theAdministrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents,and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations,covenants, or agreements contained in the Credit Agreement or the other Loan Documents, all ofwhich are hereby ratified and affirmed in all respects and shall continue in full force and effect.****COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expenses of theAdministrative Agent in connection with the preparation, reproduction, execution and delivery ofthis Fifth Amendment and the other instruments and documents to be delivered hereunder.****EXECUTION IN COUNTERPARTS. This Fifth Amendment may be executed in any number of counterpartsand by different parties hereto in separate counterparts, each of which when so executed anddelivered shall be deemed to be an original and all of which when taken together shall constitutebut one and the same instrument. For purposes of this Fifth Amendment, a counterpart hereof (orsignature page thereto) signed and transmitted by any Person party hereto to the AdministrativeAgent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as anoriginal. The signature of such Person thereon, for purposes hereof, is to be considered as anoriginal signature, and the counterpart (or signature page thereto) so transmitted is to beconsidered to have the same binding effect as an original signature on an original document.****GOVERNING LAW; BINDING EFFECT. This Fifth Amendment shall be governed by and construed inaccordance with the laws of the State of Texas (without giving effect to conflict of laws) and theUnited States of America, and shall be binding upon the Borrower and each Lender and theirrespective successors and assigns.****HEADINGS. Section headings in this Fifth Amendment are included herein for convenience ofreference only and shall not constitute a part of this Fifth Amendment for any other purpose.**ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIFTH AMENDMENT, AND THE OTHER LOANDOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN ANDHEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEMENTS BETWEEN THE PARTIES.REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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     IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the date firstabove written.         DYNAMEX INC.         By:             Name:             Title:                  DYNAMEX OPERATIONS EAST, INC.  DYNAMEX OPERATIONS WEST, INC.  DYNAMEX CANADA HOLDINGS, INC.  DYNAMEX PROVINCIAL COURIERS, INC.  DYNAMEX FRANCHISE HOLDINGS, INC.  DYNAMEX DOMESTIC FRANCHISING, INC.  DYNAMEX FLEET SERVICES, INC.         By:             Name:             Title:                  ADMINISTRATIVE AGENT:         BANK OF AMERICA, N.A.,