AMENDMENT TO EMPLOYMENT AGREEMENT

 AMENDMENT TO EMPLOYMENT AGREEMENT

                              Dated: April 11, 1996

         This Amendment amends an Employment Agreement  dated as of September 8,
1995 (the "Agreement") by and between Consolidated Delivery & Logistics, Inc.
(the "Company") and John Mattei (the "Executive").

     Background.  The  Executive  has served as  Chairman of the Board and Chief
Executive  Officer  of the  Company  from its  inception  to date.  The Board of
Directors  of the Company has  determined  that it would be  preferable  for the
Executive to focus his duties on certain functions  designated below in his role
as  Chairman  of the Board of the  Company,  and that the  Executive  should not
control  day-to-day  operations  of the  Company.  The Board has also  asked the
Executive  to agree to  relinquish  his  title as  Chief  Executive  Officer  to
facilitate  the  engagement  by the  Board of  Directors  of the  Company  of an
individual who can serve as Chief Executive Officer.  The parties also desire to
reduce  the term of the  Agreement  and amend the  provisions  with  respect  to
severance. Article 16 of the Agreement requires all amendments to be in writing.
The  Executive is  agreeable to these  changes.  Accordingly,  the  Agreement is
modified as follows.

     Section 1. Term.  The first two sentences of Section 1 of the Agreement are
deleted and amended in their entirety as follows:

     "The Company agrees to employ the Executive, and the Executive agrees to be
     employed  by  the  Company,  upon  the  terms  and  conditions  hereinafter
     provided,  for a period commencing on November 27, 1995 (the  "Commencement
     Date") and,  subject to earlier  termination  pursuant to Section 5 hereof,
     continuing until January 3, 1997 (the "Term"). Upon the mutual agreement of
     the  parties,  the Term  may be  extended  for  additional  one-year  terms
     thereafter,  in which case the "Term"  shall be deemed to refer to the term
     of this Agreement as so extended."

The parties agree to  commence  discussions with respect to their intentions on 
extension  of the Term 45 days  prior  to the end of the  Term.  

     Section 2.  Position  and  Duties.  The first  sentence of Section 2 of the
Employment Agreement is deleted in its entirety and replaced by the following:

     "During the Term, the Executive  agrees to serve as a director and Chairman
     of the Board of the  Company  and will have such  powers  and duties as are
     commensurate with such position and as may be reasonably conferred upon him
     by the Board of Directors of the Company  (the  "Board") and the  Executive
     Committee of the Board. Such powers and duties shall include being the head
     of the Company's  mergers and acquisitions  department and legal department
     (with all people serving in such departments reporting directly to him) and
     participation  at  a  senior  executive  level  in  all  institutional  and
     shareholder  relations,  banking and capital raising  activities.  Further,
     until such time as the Board  selects a new Chief  Executive  Officer,  the
     Executive shall hold the title of Chief Executive Officer of the Company."

The Executive shall  report only  to the Executive  Committee of  the  Board of 
Directors  and/or  the full  Board  and  shall be  subject  to the  control  and
direction of such bodies.

     Section 3. The first  sentence of Section 3(a) of the  Agreement is deleted
and replaced by the following:

     (a) The Company  shall pay the  Executive a fixed salary at the rate of (i)
     (A) $200,000 per annum during the initial Term to November 27, 1996 and (B)
     $250,000 per annum from November 28, 1996 to January 3, 1997, and (ii)
     $250,000 per annum if the Term is extended ("Base Salary").

     Section 4.  Section 5(a) (i) and (ii) are  deleted  and  replaced  by  the 
following:

               (i) In the event the Executive's employment terminates either (a)
          during the Term due to a Without Cause  Termination  or a Constructive
          Discharge or (b) at the end of the initial  Term  (January 3, 1997) or
          any  extended  Term  where  both  parties  do not  agree to renew  the
          Agreement  and extend the Term pursuant to Section 1 as amended or (c)
          by reason of  Executive's  death,  Permanent  Disability or retirement
          pursuant to the terms of any retirement plan maintained by the Company
          (a "Retirement  Plan") (but not by reason of a Termination for Cause),
          the Company  shall,  as a death benefit or severance  pay, as the case
          may be, and subject to the  provisions of Section 6 below,  pay to the
          Executive  an amount in cash equal to  $600,000,  subject to paragraph
          (ii) below.

               (ii) The Company shall have the election to pay the foregoing sum
          in a lump-sum upon termination or in 36 equal monthly  installments of
          principal  commencing  on the  termination  date  ($16,667  each) plus
          interest at the  floating  rate of prime plus one per annum,  provided
          however that the entire balance shall be  immediately  due and payable
          upon any Change of Control (as defined in Section 9) or upon a payment
          default by the Company of any monthly  installment which continues for
          more than five (5)  business  days after  notice is received  from the
          Executive of non-payment. After such an event of default, the interest
          rate on the outstanding  balance due shall increase to a floating rate
          equal to prime  plus 3.  Prime  shall  mean the  prime or base rate of
          United Jersey Bank or, if different, the Company's principal lender at
          the date of default.  The sum is also  prepayable at the option of the
          Company without premium or penalty.

     Section 5. Stock Options.  The Executive currently holds options to acquire
15,384 shares of the Company's  Common Stock  pursuant to options  granted under
the Company's Employee Stock Compensation Program. Notwithstanding any provision
of his option agreement or the Program,  the Company agrees that the term of any
option vested at the date of termination of employment (which shall be deemed to
be not less than 7,692 shares even if  termination  is at January 3, 1997) shall
not expire until 30 days after all severance or death benefit payments (pursuant
to Section 4 above) have been paid in full. The Executive  acknowledges  that he
has received advice from  independent  personal  counsel with respect to the tax
impact of this provision.
              
     Section 6.  Office.  So long as he is the  Chairman  of the Company and the
Company maintains its present office in Paramus, the Executive shall be entitled
to occupy the same office as he currently occupies and receive the same level of
secretarial  and other  support  services as is provided to any other  corporate
executive at CDL. Further, if the office moves during the Term, he shall receive
comparable offices in the new location.
  
     Section 7. Address. Section 10(a) of the Agreement is amended to change the
address of the Company to Mack Centre IV, 61 Paramus Road,  Paramus,  New Jersey
07652.
 
     Section 8. Legal Fees. The Company shall  reimburse the Executive for legal
fees incurred in connection with this Amendment up to $6,500.

     Section 9.  Indemnification.  If there are any legal proceedings  initiated
against the Executive  after the Term for actions by the Executive  occurring in
the  course  of  his  employment  during  the  Term  so as  to  entitle  him  to
indemnification  pursuant to the Company's by-laws,  he shall be entitled to not
less than equivalent rights with respect to indemnification as any other officer
or director of the Company.
                  
     Section 10. Prevailing Party. In any litigation pursuant to this Amendment,
the  prevailing  party shall be entitled to an award of its  reasonable  counsel
fees.

     Section 11. No Further Changes.  Except as set forth herein, there shall be
no other  changes in the  Agreement.  This  Amendment  shall be  effective  upon
approval by the Board of Directors of the Company.
     
     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer and the Executive has signed this Amendment,  all as
of the date first written above.

                                              CONSOLIDATED DELIVERY &
                                                LOGISTICS, INC.

                                              By:  /s/ William T. Brannan
                                                   ____________________________
                                                       William T. Brannan, 
                                                         President

                                                   /s/ John Mattei
                                                  _____________________________
                                                       John Mattei 

Basic Info X:

Name: AMENDMENT TO EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: May 14, 1996
Company: CD&L INC
State: Delaware

Other info:

Date:

  • April 11 , 1996
  • September 8 , 1995
  • November 27 , 1995
  • November 27 , 1996
  • November 28 , 1996
  • January 3 , 1997

Organization:

  • Consolidated Delivery & Logistics , Inc.
  • Executive Committee of the Board of Directors
  • United Jersey Bank
  • Company 's Common Stock
  • Company 's Employee Stock Compensation Program
  • Board of Directors of the Company

Location:

  • Paramus Road
  • New Jersey

Money:

  • $ 200,000
  • $ 250,000
  • $ 600,000
  • $ 16,667
  • $ 6,500

Person:

  • Mack Centre IV
  • William T. Brannan
  • John Mattei