CONSOLIDATED FREIGHTWAYS CORP
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>geec5thamendloc.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>

                                                   Exhibit 10.3


         FIFTH AMENDMENT TO LETTER OF CREDIT AGREEMENTS

          THIS  FIFTH  AMENDMENT TO LETTER OF  CREDIT  AGREEMENTS
(this  "Amendment"), is made and entered into as of  October  24,
2001   (the   "Effective  Date"),  by  and  between  CONSOLIDATED
FREIGHTWAYS  CORPORATION, a Delaware corporation ("Debtor"),  the
other Credit Parties signatory to the Letter of Credit Agreements
described  below  (collectively, together with  the  Debtor,  the
"Credit  Parties")  and GENERAL ELECTRIC CAPITAL  CORPORATION,  a
Delaware corporation ("GE Capital").

                       W I T N E SS E T H:

          WHEREAS,  Debtor  and GE Capital are  parties  to  that
certain  Letter of Credit Agreement, dated as of April  27,  2001
(as amended to the date hereof, the "Letter of Credit Agreement";
capitalized  terms used herein and not otherwise  defined  herein
shall  have the meanings given such terms in the Letter of Credit
Agreement),  pursuant to which GE Capital has committed  to  make
certain letters of credit available to Debtor; and

          WHEREAS,  Debtor,  the  other  Credit  Parties  and  GE
Capital  desire  to  modify the Letter of Credit  Agreement,  the
Security  Agreement, the Pledge Agreement and the Cash Collateral
Account Agreement and the Subsidiary Guaranty (collectively,  the
"Letter  of  Credit  Agreements") in certain  respects  and  that
certain  waivers  with  respect  thereto  be  granted,   all   in
accordance with and subject to the terms and conditions set forth
herein.

          NOW,  THEREFORE, in consideration of the premises,  the
covenants  and  agreements contained herein, and other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the Debtor, the other Credit Parties and  GE
Capital  do  hereby agree that all capitalized terms used  herein
shall  have the meanings ascribed thereto in the Letter of Credit
Agreement  (except  as  otherwise expressly  defined  or  limited
herein) and do hereby further agree as follows:

     1.   Consent and Waivers.

          (A)  Subject to the terms and conditions of this
Amendment, including without limitation the fulfillment of the
conditions to effectiveness specified in Section 7 below, the
Creditor hereby consents to (i) the formation of a new Domestic
Subsidiary to be known as "CF MovesU.com Incorporated" so long as
Debtor timely complies with all of the requirements set forth in
Section 5.10 of the Letter of Credit Agreement relating thereto,
and (ii) to the investment by the Credit Parties of up to $1,000
in a new Domestic Subsidiary to be known as "CF MovesU.com
Incorporated" prior to the date such Subsidiary becomes a
Subsidiary Guarantor.

          (B)  Subject to the terms and conditions of this
Amendment, including without limitation the fulfillment of the
conditions to effectiveness specified in Section 7 below, the
Creditor hereby waives the minimum Excess Liquidity requirements
in clauses (i)(B) and (ii)(B) of Section 2.2(f) of the Letter of
Credit Agreement solely with respect to the October Letter of
Credit; provided that the aforesaid waiver relates solely to the
issuance of the October Letter of Credit and to the specific
conditions precedent to issuance of such Letter of Credit, and
nothing in this Amendment is intended, or shall be construed, to
waive any of the conditions precedent in Section 2.2(f) with
respect to the issuance of any other Letters of Credit.

     2.   Amendments of the Letter of Credit Agreements.  Subject to
the  terms  and  conditions of this Amendment, including  without
limitation the fulfillment of the conditions precedent  specified
in  Section  7 below, the Letter of Credit Agreements are  hereby
amended as follows:

          (A)   Amendments  to Letter of Credit  Agreement.   The
Letter of Credit Agreement shall be amended as follows:

          (1)   Section 1.7(a) of the Letter of Credit  Agreement
     is  deleted  in its entirety and the following  new  Section
     1.7(a) is substituted in lieu thereof:

               (a)   As  to  all  payments made  on  any  of  the
          Obligations  when a Default or Event of  Default  shall
          have  occurred  and  be  continuing  or  following  the
          Commitment  Termination Date, Debtor hereby irrevocably
          waives  the right to direct the application of any  and
          all  payments received from or on behalf of Debtor, and
          Debtor  hereby  irrevocably agrees that Creditor  shall
          have  the continuing exclusive right to apply  any  and
          all  such  payments against the Obligations as Creditor
          may  deem advisable notwithstanding any previous  entry
          by  Creditor  in  the Letter of Credit Account  or  any
          other  books and records.  In the absence of a specific
          determination   by  Creditor   with  respect   thereto,
          payments  shall  be  applied to amounts  then  due  and
          payable  in  the  following  order:  (1)  to  Fees  and
          Creditor's  expenses  reimbursable  hereunder;  (2)  to
          accrued  but unpaid interest on the Obligations  (other
          than  the  Other  Secured  Obligations);  (3)  to   the
          outstanding principal balance of the Obligations (other
          than the Other Secured Obligations) and to provide cash
          collateral  for  Letter of Credit  Obligations  in  the
          manner  described  in Section 1.1(c),  ratably  to  the
          aggregate,  combined outstanding principal  balance  of
          the   Obligations   (other  than  the   Other   Secured
          Obligations)   and   outstanding   Letter   of   Credit
          Obligations; (4) to all other Obligations  (other  than
          the  Other  Secured Obligations); and (5) to all  Other
          Secured  Obligations.   In the event  of  any  conflict
          between this Section 1.7(a) and Section 1.7(a)  of  the
          Revolving  Credit Agreement, this Section 1.7(a)  shall
          control  for  purposes of determining  application  and
          allocation  of  any payments received by  the  Creditor
          hereunder.

          (2)   Annex  A  to  the Letter of Credit  Agreement  is
     hereby  amended  by  adding  the following  new  definitions
     thereto in the appropriate alphabetical order:

               "October Letter of Credit" shall mean that certain
          Letter of Credit in an amount not to exceed $15,000,000
          to be issued to United States Fidelity and Guaranty (or
          one of its subsidiaries) on or about October 24, 2001.

               "Other  Credit Documents" shall mean (i)  any
          agreement,  note, instrument, lease  or  guarantee
          heretofore, now or hereafter executed or issued by
          any  Credit  Party  in favor of any  Affiliate  of
          Creditor  or entered into by a Credit  Party  with
          any   Affiliate  of  Creditor,  or  held  by   any
          Affiliate  of Creditor, and evidencing  any  debt,
          liabilities or obligations for the performance  of
          covenants,  tasks  or duties  or  for  payment  of
          monetary  amounts (whether or not such performance
          is  then  required or contingent, or such  amounts
          are  liquidated or determinable) of  any  kind  or
          nature,  present or future, owing  by  any  Credit
          Party to any Affiliate of Creditor or entered into
          by  a Credit Party with any Affiliate of Creditor,
          in   each   case,   as  such  agreements,   notes,
          instruments, leases and guarantees may be amended,
          supplemented  or replaced from time to  time,  and
          (ii)  any  agreement, note, instrument,  lease  or
          guarantee  (other than this Agreement,  the  other
          Letter  of Credit Documents, the Revolving  Credit
          Agreement   and   the   other   Revolving   Credit
          Documents)  heretofore, now or hereafter  executed
          or issued by any Credit Party in favor of Creditor
          or  entered into by a Credit Party with  Creditor,
          or  held  by  Creditor, and evidencing  any  debt,
          liabilities or obligations for the performance  of
          covenants,  tasks  or duties  or  for  payment  of
          monetary  amounts (whether or not such performance
          is  then  required or contingent, or such  amounts
          are  liquidated or determinable) of  any  kind  or
          nature,  present or future, owing  by  any  Credit
          Party   to  Creditor,  in  each  case,   as   such
          agreements,   notes,   instruments,   leases   and
          guarantees   may   be  amended,  supplemented   or
          replaced  from  time to time;  provided  that  the
          Other  Credit Documents shall not include  any  of
          the  Letter  of Credit Documents or the  Revolving
          Credit Documents.

               "Other  Secured Obligations" shall  mean  (i)
          all  advances, debts, liabilities and obligations,
          for  the performance of covenants, tasks or duties
          or for payment of monetary amounts (whether or not
          such  performance is then required or  contingent,
          or  such  amounts are liquidated or  determinable)
          owing  by  any  Credit Party to any  Affiliate  of
          Creditor,  and all covenants and duties  regarding
          such  amounts, of any kind or nature,  present  or
          future,  whether  or not evidenced  by  any  Other
          Credit  Documents, including, without  limitation,
          all  advances, debts, liabilities and  obligations
          arising  under any Other Credit Documents and  any
          other   agreement,  note,  instrument,  lease   or
          guarantee heretofore, now or hereafter executed or
          issued  by  any  Credit  Party  in  favor  of  any
          Affiliate  of  Creditor, and  (ii)  all  advances,
          debts,   liabilities  and  obligations   for   the
          performance of covenants, tasks or duties  or  for
          payment  of monetary amounts (whether or not  such
          performance  is  then required or  contingent,  or
          such amounts are liquidated or determinable) owing
          by any Credit Party to Creditor, and all covenants
          and duties regarding such amounts, of any kind  or
          nature,   present  or  future,  whether   or   not
          evidenced   by   any   Other   Credit   Documents,
          including,   without  limitation,  all   advances,
          debts,  liabilities and obligations arising  under
          any   Other   Credit  Documents  and   any   other
          agreement,  note, instrument, lease  or  guarantee
          heretofore, now or hereafter executed or issued by
          any  Credit Party in favor of Creditor.  This term
          includes  all  principal, interest (including  all
          interest  which accrues after the commencement  of
          any  case  or proceeding in bankruptcy  after  the
          insolvency  of, or for the reorganization  of  any
          Credit  Party,  whether or  not  allowed  in  such
          proceeding),  fees, charges, expenses,  attorneys'
          fees  and any other sum chargeable by Creditor  or
          any  Affiliate  of  Creditor to any  Credit  Party
          under  any Other Credit Document.  Notwithstanding
          anything herein to the contrary, the Other Secured
          Obligations   shall  not  include   any   of   the
          Obligations described in clauses (i) and  (ii)  of
          the definition of such term in this Annex A.

          (3)   Annex  A  to  the Letter of Credit  Agreement  is
     hereby  amended  by  deleting therefrom  the  definition  of
     "Obligations"  in  its  entirety  and  by  substituting  the
     following amended definition of such term in lieu thereof:

                    "Obligations"    shall    mean    (i)     all
          Reimbursement  Obligations, (ii) all  advances,  debts,
          liabilities  and  obligations, for the  performance  of
          covenants,  tasks or duties or for payment of  monetary
          amounts  (whether  or  not  such  performance  is  then
          required  or contingent, or such amounts are liquidated
          or determinable) owing by any Credit Party to Creditor,
          and all covenants and duties regarding such amounts, of
          any  kind or nature, present or future, whether or  not
          evidenced  by any note, agreement or other  instrument,
          arising  under  this  Agreement, the  Revolving  Credit
          Agreement,  or  any  of  the  other  Letter  of  Credit
          Documents or Revolving Credit Documents, and (iii)  all
          Other  Secured  Obligations.  This  term  includes  all
          principal,  interest  (including  all  interest   which
          accrues   after  the  commencement  of  any   case   or
          proceeding  in bankruptcy after the insolvency  of,  or
          for the reorganization of any Credit Party, whether  or
          not   allowed  in  such  proceeding),  Fees,   Charges,
          expenses,  attorneys' fees and any other sum chargeable
          by  Creditor  or  any  Affiliate of  any  Creditor,  as
          applicable,  to any Credit Party under this  Agreement,
          the  Revolving  Credit  Agreement,  any  of  the  other
          Revolving Credit Documents, any of the other Letter  of
          Credit Documents or any of the Other Credit Documents.

      (B)   Amendment of Security Agreement.  Section  2  of  the
Security Agreement shall be amended by deleting said Section 2 in
its  entirety and substituting in lieu thereof the following  new
Section 2 to read in its entirety as follows:

          2.   GRANT OF LIEN.

          (a)  To secure the prompt and complete payment, performance and
          observance of all of the Obligations (as such term is defined in
          the Letter of Credit Agreement), including, without limitation,
          all of Debtor's Obligations under the Letter of Credit Agreement,
          the Revolving Credit Agreement and the Other Credit Documents,
          all of the Grantor Subsidiaries' payment and performance
          obligations under the Guaranty and all obligations of the
          Grantors now or hereafter existing under this Agreement
          including, without limitation, all fees, costs and expenses
          whether in connection with collection actions hereunder or
          otherwise (collectively, the "Secured Obligations"), and subject
          to the terms and conditions of this Agreement, each Grantor
          hereby grants, assigns, conveys, mortgages, pledges, hypothecates
          and transfers to Secured Party, for the benefit of itself and its
          Affiliates, a Lien upon all of its right, title and interest in,
          to and under the following property, whether now owned by or
          owing to or hereafter acquired by or arising in favor of such
          Grantor (including under any trade names, styles or derivations
          thereof), and regardless of where located (all of which being
          hereinafter collectively referred to as the "Collateral"):

               (i)  all Receivables;

(ii) all monies, securities and other property now or hereafter
in the possession or custody of, or in transit to, Secured Party,
for any purpose (including safekeeping, collection or pledge),
from or for any Grantor, or as to which any Grantor may have any
right or power, and all of Secured Party's credits and balances
with any Grantor existing at any time;  and
(iii)     to the extent not otherwise included, all proceeds and
products of the foregoing and all accessions to, and
substitutions and replacements for, each of the foregoing.
          (b)  In addition, to secure the prompt and complete payment,
          performance and observance of the Secured Obligations and in
          order to induce the Secured Party as aforesaid, each Grantor
          hereby grants to Secured Party, for the benefit of itself and its
          Affiliates, a right of setoff against the property of such
          Grantor held by Secured Party, consisting of property described
          above in Section 2(a) now or hereafter in the possession or
          custody of or in transit to Secured Party, for any purpose,
          including safekeeping, collection or pledge, for the account of
          such Grantor, or as to which such Grantor may have any right or
          power.

(c)  All Liens, security interests and other rights, titles and
interests of Secured Party on behalf of itself and its Affiliates
under this Security Agreement in and to the Collateral and all
rights and remedies of Secured Party hereunder are subject to the
terms and conditions of the Intercreditor Agreement.
          Notwithstanding  anything herein to the  contrary,  the
          grant  of  the  foregoing security  interest  shall  be
          effective  automatically (without notice or  any  other
          action) on (but not prior to) the Initial Funding  Date
          and shall remain effective until the Termination Date.

      (C)   Amendment of Cash Collateral Agreement.  The  parties
hereto  hereby agree that the security interest granted  pursuant
to  Section 1 of the Cash Collateral Account Agreement  shall  be
for  the  benefit of Creditor and its Affiliates and  shall  also
secure Debtor's obligations under the Revolving Credit Agreement,
the Revolving Credit Documents and the Other Credit Documents.

     (D)  Amendment of Pledge Agreement.  Section 1 of the Pledge
Agreement  shall  be  amended by deleting  said  Section  in  its
entirety  and  substituting  in lieu thereof  the  following  new
Section 1 to read in its entirety as follows:

          1.     SECURITY   FOR  OBLIGATIONS,   ETC.    This
          Agreement  is  for the benefit of the  Pledgee  on
          behalf  of  itself  and  its  Affiliates  and   is
          security for the prompt payment in full when  due,
          whether  at  stated maturity, by  acceleration  or
          otherwise,   and  performance  of  all   Pledgor's
          payment  and performance obligations of  any  kind
          under  or in connection with the Guaranty and  all
          obligations  of Pledgor now or hereafter  existing
          under    this    Agreement   including,    without
          limitation,  all fees, costs and expenses  whether
          in connection with collection actions hereunder or
          otherwise     (collectively,     the      "Secured
          Obligations").

      (E)   Amendment of Pledge Agreement.  Section  3.1  of  the
Pledge Agreement shall be amended by deleting said Section in its
entirety  and  substituting  in lieu thereof  the  following  new
Section 3.1 to read in its entirety as follows:

          3.1   Pledge.  Subject to the terms and conditions
          hereof,   and  in  order  to  secure  the  Secured
          Obligations,  the Pledgor hereby  pledges  to  the
          Pledgee,  for  the  benefit  of  itself  and   its
          Affiliates,   all  of  its  rights,   titles   and
          interests   in  and  to  the  Pledged   Interests,
          together  with  (i) subject to the rights  of  the
          Pledgor  set  forth in Section  5,  all  dividends
          (whether  in  cash, shares, warrants, options,  or
          other  interests or securities), cash, instruments
          or  other  property  from time to  time  received,
          receivable or otherwise distributed in respect  of
          or  in  exchange  for any or all  of  the  Pledged
          Interests, and (ii) all cash and non-cash proceeds
          of the foregoing, and the Pledgor hereby grants to
          the Pledgee on behalf of itself and its Affiliates
          a  present  and continuing security interests  in,
          and    hereby   assigns,   transfers,   interests,
          hypothecates  and  sets over to  the  Pledgee,  on
          behalf  of  itself  and  its  Affiliates  all   of
          Pledgor's rights, titles and interests in  and  to
          the   Pledged  Interests  (and  in  and   to   the
          certificates or instruments evidencing  the  items
          described  in clauses (i), and (ii) above)  to  be
          held  by the Pledgee, on behalf of itself and  its
          Affiliates upon the terms and conditions set forth
          in  this Agreement.  The Pledgor agrees to deliver
          to  the  Pledgee on the date hereof  any  and  all
          certificates  representing the  Pledged  Interests
          accompanied   by  undated  transfer  powers   duly
          executed in blank by the Pledgor and any  and  all
          certificates and instruments evidencing the  items
          described  in clauses (i) and (ii) above  promptly
          upon Pledgor's receipt thereof.

      (F)   Amendment of Subsidiary Guaranty.  Section 1  of  the
Subsidiary  Guaranty  shall  be amended  by  deleting  the  first
sentence  thereof  in  its  entirety  and  by  substituting   the
following replacement sentence in lieu thereof:

          Subject to the provisions of Section 7 below, each
          Guarantor  hereby jointly, severally,  absolutely,
          unconditionally and irrevocably guarantees to  the
          Guaranteed  Party  and its Affiliates  the  prompt
          payment  when due, whether at stated maturity,  by
          acceleration   or  otherwise,  of   all   of   the
          Obligations (as defined in each of the  Letter  of
          Credit  Agreement, the Revolving Credit  Agreement
          and  the Other Credit Documents, and including all
          renewals,    extensions,    modifications,     and
          refinancings  thereof) now or hereafter  existing,
          whether  for principal, interest, fees, reasonable
          expenses or otherwise, and all reasonable expenses
          (including   reasonable   attorney's   fees    and
          expenses) in enforcing any of its rights under the
          Letter  of Credit Agreement, the Revolving  Credit
          Agreement,  the other Letter of Credit  Documents,
          the  other  Revolving Credit  Documents,  and  the
          Other  Credit  Documents (all  of  the  foregoing,
          collectively, the "Guaranteed Obligations").

     3.   No Other Waivers or Amendments.  Except for the consent,
waiver  and  amendments expressly set forth and  referred  to  in
Section  1 and Section 2 above, respectively, each of the  Letter
of Credit Agreements shall remain unchanged and in full force and
effect.   Nothing  in  this Amendment is  intended  or  shall  be
construed  to  be  a  novation of any of  the  Letter  of  Credit
Agreements  or  to  affect, modify or impair  the  continuity  or
perfection   of   the  Creditor's  Liens  under  the   Collateral
Documents.

4.   Representations and Warranties.  To induce GE Capital to
enter into this Amendment, Debtor and each of the other Credit
Parties hereby warrant, represent and covenant to GE Capital
that: (a) this Amendment has been duly authorized, executed and
delivered by Debtor and each Credit Party signatory thereto, (b)
after giving effect to this Amendment, no Termination Event or
Event of Default has occurred and is continuing as of this date,
and (c) after giving effect to this Amendment, all of the
representations and warranties made by Debtor and each Credit
Party in the Letter of Credit Agreement are true and correct in
all material respects on and as of the date of this Amendment
(except to the extent that any such representations or warranties
expressly referred to a specific prior date).  Any breach in any
material respect by Debtor or any Credit Party of any of its
representations and warranties contained in this Section 4 shall
be an Event of Default under the Letter of Credit Agreement.
5.   Ratification and Acknowledgment.  Debtor and each of the
other Credit Parties hereby ratify and reaffirm each and every
term, covenant and condition set forth in the Letter of Credit
Agreement and all other documents delivered by such company in
connection therewith (including without limitation the other
Letter of Credit Documents to which Debtor or any Credit Party is
a party), effective as of the date hereof.  Without limiting the
generality of the foregoing, Debtor and each of the other Credit
Parties hereby acknowledge and agree that any and all Obligations
of the Debtor arising under the Revolving Credit Agreement, the
other Revolving Credit Documents and the Other Credit Documents
shall be guaranteed by the Domestic Subsidiaries of the Debtor
(other than the Receivables Subsidiary) pursuant to the
Subsidiary Guaranty and shall be secured by all of the Liens
granted to GE Capital pursuant to the Collateral Documents.
6.   Estoppel.  To induce GE Capital to enter into this
Amendment, Debtor and each  of the other Credit Parties hereby
acknowledge and agree that, as of the date hereof, there exists
no right of offset, defense or counterclaim in favor of Debtor or
any Credit Party as against GE Capital with respect to the
obligations of Debtor or any Credit Party to GE Capital under the
Letter of Credit Agreement or the other Letter of Credit
Agreement Documents, either with or without giving effect to this
Amendment.
7.   Conditions to Effectiveness.  This Amendment shall become
effective, as of the Effective Date, subject to the prior or
subsequent receipt by the GE Capital of this Amendment, duly
executed, completed and delivered by Debtor and each Credit
Party.  Upon the effective date of this Amendment, the consent
and waivers in Section 1 of this Amendment and all amendments set
forth in Section 2 of this Amendment shall become effective as of
the effective date of this Amendment.
8.   Reimbursement of Expenses.  Debtor and each of the other
Credit Parties hereby agree that Debtor and each of the other
Credit Parties shall reimburse GE Capital on demand for all costs
and expenses (including without limitation reasonable attorney's
fees) incurred by GE Capital in connection with the negotiation,
documentation and consummation of this Amendment and the other
documents executed in connection herewith and therewith and the
transactions contemplated hereby and thereby.
9.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.
10.  Severability of Provisions.  Any provision of this Amendment
which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.  To
the extent permitted by applicable law, Debtor and each of the
other Credit Parties hereby waive any provision of law that
renders any provision hereof prohibited or unenforceable in any
respect.
11.  Counterparts.  This Amendment may be executed in any number
of several counterparts, all of which shall be deemed to
constitute but one original and shall be binding upon all
parties, their successors and permitted assigns.
12.  Entire Agreement.  The Letter of Credit Agreement as amended
by this Amendment embodies the entire agreement between the
parties hereto relating to the subject matter hereof and
supersedes all prior agreements, representations and
understandings, if any, relating to the subject matter hereof.
          [Remainder  of page intentionally blank; next  page  is
signature                                                   page]

IN    WITNESS    WHEREOF,   the   parties   have   caused    this
Amendment  to  be  duly  executed by  their  respective  officers
thereunto duly authorized, as of the date first above written.

                         DEBTOR:

                         CONSOLIDATED FREIGHTWAYS CORPORATION


                         By:/s/Robert E. Wrightson
                         Name:Robert E. Wrightson
                         Title:Executive Vice President and
                                 Chief Financial Officer


                         CREDITOR:

                         GENERAL ELECTRIC CAPITAL CORPORATION


                         By:/s/Craig Winslow
                         Name:Craig Winslow
                         Title: Duly Authorized Signatory


                         SUBSIDIARY GUARANTORS:


                         CONSOLIDATED FREIGHTWAYS CORPORATION  OF
                         DELAWARE


                         By:/s/Robert E. Wrightson
                         Name:Robert E. Wrightson
                         Title:Executive Vice President and
                                 Chief Financial Officer

                         CF AIRFREIGHT CORPORATION


                         By:/s/Robert E. Wrightson
                         Name:Robert E. Wrightson
                         Title:Executive Vice President and
                                 Chief Financial Officer

                         REDWOOD SYSTEMS, INC.


                         By:/s/Robert E. Wrightson
                         Name:Robert E. Wrightson
                         Title:Executive Vice President and
                                 Chief Financial Officer

                         LELAND JAMES SERVICE CORPORATION


                        By:/s/Robert E. Wrightson
                         Name:Robert E. Wrightson
                         Title:Executive Vice President and
                                 Chief Financial Officer



</TEXT>
</DOCUMENT>
