CONSOLIDATED FREIGHTWAYS CORP
EXHIBIT 10.22
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>


                                                       Exhibit 10.22

          AMENDMENT NO. 3 dated as of February 5, 2001 to the Credit
Agreement dated as of October 12, 1999 (as amended by Amendment  No.
1  dated  as  of September 27, 2000 and Amendment No. 2  and  Waiver
dated  as  of  December  7,  2000,  the  "Credit  Agreement")  among
Consolidated  Freightways  Corporation  of  Delaware,   a   Delaware
corporation  (the "Borrower"), ABN AMRO Bank N.V. as  administrative
agent (the "Administrative Agent"), and the Lender Parties party  to
the  Credit  Agreement.  Capitalized terms not otherwise defined  in
this Amendment No. 3 have the same meanings as specified therefor in
the Credit Agreement.

                          Preliminary Statements

          (1)   Parent purposes to guarantee certain obligations  of
its  subsidiary CF AirFrieght Corporation, or its subsidiary Redwood
Systems, Inc., or the subsidiaries of Redwood Systems, Inc.

          (2)   The  Credit  Agreement permits Parent  to  guarantee
obligations of Loan Parties.

          (3)   The  Borrower has requested that the Lender  Parties
agree  to amend the definition of "Guarantor" as provided herein  in
order  to  make  Redwood  Systems, Inc. and  its  subsidiaries  Loan
Parties.

          (4)   The  Lender Parties have indicated their willingness
to  agree to the amendment described above on the terms and  subject
to the satisfaction of the conditions set forth herein.

          NOW,  THEREFORE, in consideration of the premises  and  of
the  mutual  covenants and agreements contained herein  the  parties
hereto hereby agree as follows:

          SECTION 1.     Amendment of the Credit Agreement.  The definition of
"Guarantor"  in Section 1.01 of the Credit Agreement is  amended  in
its entirety as follows:

          " `Guarantor' means (i) the Parent, (ii) each Subsidiary
of the Borrower incorporated in any jurisdiction within the United
States of America now existing or hereafter acquired or created and
in each case having assets with a book value in excess of
$10,000,000 or annual revenues in excess of $10,000,000, (iii) CF
AirFreight Corporation, (iv) Redwood Systems, Inc., (v) Redwood
Systems Logistics de Mexico, S.A. de C.V., and (vi) Redwood Systems
Services de Mexico, S.A. de C.V.".

          SECTION  2.  Conditions Precedent to the Effectiveness  of
this  Amendment No. 3.  This Amendment No. 3 shall become  effective
when and if the following conditions precedent have been satisfied:

          (a)    The   Administrative  Agent  shall  have   received
counterparts  of this Amendment No. 3 executed by the  Borrower  and
the  Required Lenders and the Consent annexed hereto executed by the
Guarantors; and

          (b)   The Borrower shall have paid all accrued fees of the
Administrative Agent and the Lender Parties and the accrued fees and
expenses of counsel to the Administrative Agent.

          SECTION  3.   Reference  to  and  Effect  on  the   Credit
Agreement.   (a)  On and after the effective date of this  Amendment
No.  3,  each reference in the Credit Agreement to "this Agreement,"
"hereunder,"  "hereof"  or words of like  import  referring  to  the
Credit  Agreement  and  each reference in each  of  the  other  Loan
Documents  to  "the  Credit Agreement," "thereunder,"  "thereof"  or
words  of like import referring to the Credit Agreement, shall  mean
and be a reference to the Credit Agreement, as amended and otherwise
modified by this Amendment No. 3.

          (b)   The  Credit Agreement, as amended by  the  amendment
specifically provided above in Section 1, is and shall  continue  to
be  in  full force and effect and is hereby in all respects ratified
and  confirmed.  The execution, delivery and effectiveness  of  this
Amendment  No.  3  shall not, except as expressly  provided  herein,
operate as a waiver of any right, power or remedy of any beneficiary
of  the  Credit  Agreement or constitute a waiver of  any  provision
thereof.

          SECTION  4.   Costs  and Expenses.   The  Borrower  hereby
agrees to pay, upon demand, all of the reasonable costs and expenses
of   the  Administrative  Agent  incurred  in  connection  with  the
preparation,  execution, delivery, administration, modification  and
amendment  of  this  Amendment No. 3  and  all  of  the  agreements,
instruments  and  other documents delivered or to  be  delivered  in
connection herewith.

          SECTION 5.  Execution in Counterparts.  This Amendment No.
3  may  be  executed in any number of counterparts and by  different
parties  hereto  in separate counterparts, each  of  which  when  so
executed  shall be deemed to be an original and all of  which  taken
together  shall constitute one and the same agreement.  Delivery  of
an executed counterpart of a signature page to this Amendment No.  3
by  telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment No. 3.

          SECTION 6.  Governing Law.  This Amendment No. 3 shall  be
governed by, and construed in accordance with, the laws of the State
of California.

       IN WITNESS WHEREOF, the parties hereto have caused this
     Amendment No. 3 to be executed by their respective officers
   thereunto duly authorized, as of the date first above written.

                              THE BORROWER

                             CONSOLIDATED FREIGHTWAYS CORPORATION
                             OF DELAWARE
                              By:/s/ Kerry K. Morgan
                              Name: Kerry K. Morgan
                              Title: Vice President and Treasurer


                              THE ADMINISTRATIVE AGENT

                              ABN AMRO BANK N.V.
                              By:/s/David J. Thomas
                              Name: David J Thomas
                              Title: Group Vice President

                              By: /s/Jonathan F. Chiarieri
                              Name: Jonathan F. Chiarieri
                              Title: Officer
                              THE LENDER PARTIES

                              ABN AMRO BANK N.V.,
                             as the Issuing Bank and as a Tranche A
                             Lender
                             By: /s/David J. Thomas
                              Name: David J Thomas
                              Title: Group Vice President


                             By:    /s/Jonathan   F.   Chiarieri
                             Name: Jonathan F. Chiarieri
                             Title: Officer

                              ABN AMRO BANK N.V.,
                             as a Tranche B Lender
                              By: /s/David J. Thomas
                              Name: David J Thomas
                              Title: Group Vice President


                              By:    /s/Jonathan   F.   Chiarieri
                              Name: Jonathan F. Chiarieri
                              Title: Officer


                              BANK ONE, NA (Main Office Chicago),
                              as a Tranche A Lender

                              By: /s/Joanna W. Anderson
                              Name: Joanna W. Anderson
                              Title: Corporate Banking Officer

                              BANK ONE, NA (Main Office Chicago),
                              as a Tranche B Lender



                              By:/s/Joanna W. Anderson
                              Name: Joanna W. Anderson
                              Title: Corporate Banking Officer

                              UNION BANK OF CALIFORNIA, N.A.,
                              as a Tranche B Lender
                              By_________________________________
                              Name:
                              Title:


                              CREDIT AGRICOLE INDOSUEZ,
                              as a Tranche B Lender
                              By____________________________________
                              Name:
                              Title:

                              FIRST UNION NATIONAL BANK,
                              as a Tranche B Lender
                              By:/s/Roy O. Young
                              Name: Roy O. Young
                              Title: Vice President


                              U.S. BANK NATIONAL ASSOCIATION,
                              as a Tranche B Lender

                              By/s/Aaron J. Gordon
                              Name: Aaron J. Gordon
                              Title: Vice President

                              FLEET NATIONAL BANK
                              as a Tranche A Lender
                              By_________________________________
                              Name:
                              Title:

                              FLEET NATIONAL BANK
                              as a Tranche B Lender
                              By_________________________________
                              Name:
                              Title:


                              KEYBANK NATIONAL ASSOCIATION,
                              as a Tranche A Lender
                              By:/s/Cheryl L. Ebner
                              Name: Cheryl L. Ebner
                              Title: Senior Vice President

                              KEYBANK NATIONAL ASSOCIATION,
                              as a Tranche B Lender
                              By:/s/Cheryl L. Ebner
                              Name: Cheryl L. Ebner
                              Title: Senior Vice President


                              PNC BANK, NATIONAL ASSOCIATION,
                              as a Tranche A Lender
                              By:/s/David J. Wheaton
                              Name: David J. Wheaton
                              Title: Vice President

                              PNC BANK, NATIONAL ASSOCIATION,
                              as a Tranche B Lender
                              By:/s/David J. Wheaton
                              Name: David J. Wheaton
                              Title: Vice President


                               CONSENT


                                        Dated as of February 5, 2001


          The undersigned, as an Affiliate (as defined in the Credit
Agreement   dated   as  of  October  12,  1999  among   Consolidated
Freightways  Corporation  of  Delaware, the  financial  institutions
party thereto and ABN AMRO Bank N.V. as administrative agent and  as
amended  by  Amendment  No. 1 dated as of  September  27,  2000  and
Amendment  No.  2  and  Waiver dated as  of  December  7,  2000)  of
Consolidated  Freightways  Corporation  of  Delaware,   a   Delaware
corporation  (the  "Borrower"), has executed an  Affiliate  Guaranty
dated  as  of  October 12, 1999, as heretofore amended or  otherwise
modified  (as  so amended, the "Guaranty"), pursuant  to  which  the
undersigned  guarantees all obligations of the  Borrower  under  the
Credit  Agreement and the other Loan Documents (as  defined  in  the
Credit Agreement).

          The  undersigned, in its capacity as Guarantor  under  the
Guaranty,  hereby  consents to the foregoing  Amendment  No.  3  and
hereby confirms and agrees that notwithstanding the effectiveness of
such Amendment No. 3, the Guaranty is, and shall continue to be,  in
full  force and effect and is hereby ratified and confirmed  in  all
respects.

          Delivery of an executed counterpart of a signature page to
this  Consent  by  telecopier shall be effective as  delivery  of  a
manually executed counterpart of this Consent.

          This  Consent  shall  be governed  by,  and  construed  in
accordance with, the laws of the State of California.

          IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this
Consent to be executed by its officers thereunto duly authorized  as
of the date first above written.

                              CONSOLIDATED FREIGHTWAYS CORPORATION


                             By:/s/Kerry K. Morgan
                             Name: Kerry K. Morgan
                             Title: Vice President and Treasurer



                              AFFILIATE GUARANTY

          This AFFILIATE GUARANTY (as it may be amended, modified or
supplemented  from  time  to time, this  "Guaranty"),  dated  as  of
February  5, 2001, is made by CF AIRFREIGHT CORPORATION, a  Delaware
corporation, REDWOOD SYSTEMS, INC., a Delaware corporation,  REDWOOD
SYSTEMS LOGISTICS DE MEXICO, S.A. DE C.V., a Mexico corporation, and
REDWOOD  SYSTEMS  SERVICES  DE  MEXICO,  S.A.  DE  C.V.,  a   Mexico
corporation   (   each   a   "Guarantor"   and   collectively,   the
"Guarantors"),  in  favor of ABN AMRO BANK N.V.,  a  bank  organized
under  the laws of the Netherlands, as agent (in such capacity,  the
"Administrative Agent"), for the Lender Parties from  time  to  time
party  to  the  Credit  Agreement (as defined below)  (collectively,
including the Administrative Agent, the "Lender Parties").

                              RECITALS

          A.    Reference  is made to that certain Credit  Agreement
dated as of October 12, 1999 (as amended by Amendment No. 1 dated as
of  September 27, 2000 and Amendment No. 2 and Waiver  dated  as  of
December  7,  2000, the "Credit Agreement") among the Borrower,  the
Lender Parties and the Administrative Agent.  Capitalized terms used
herein without definition have the meanings assigned thereto in  the
Credit Agreement.

          B.   Each Guarantor will obtain substantial benefits as  a
result of the making of Advances pursuant to the Credit Agreement.

                              AGREEMENT

          In  consideration of the foregoing and for other good  and
valuable  consideration, the receipt and sufficiency  of  which  are
hereby acknowledged, each Guarantor hereby agrees as follows:

     Section 1.  GUARANTY; LIMITATION OF LIABILITY.

          (a)  Each Guarantor hereby unconditionally and irrevocably
guarantees to the Lender Parties the prompt payment in full in  cash
when  due, whether at maturity, by optional or mandatory prepayment,
upon acceleration, pursuant to a permitted demand, upon commencement
of  bankruptcy  or  insolvency proceedings or  otherwise  (including
without limitation, the payment of amounts that would become due but
for  the operation of the automatic stay under Section 362(a) of the
Chapter  11 of Title 11 of the United States Code, 11 U.S.C. Section
101,  et  seq.  or  any replacement or supplemental federal  statute
dealing  with  the  bankruptcy of debtors (the  "Bankruptcy  Code"))
absolute  or  contingent, liquidated or unliquidated, determined  or
undetermined, of all Obligations (including, without limitation, all
costs  of enforcement or preservation and protection of any and  all
collateral securing this Guaranty and of all interest which, but for
the  commencement of a proceeding under the Bankruptcy  Code,  would
accrue).  All  payments made by each Guarantor under  this  Guaranty
shall be made without set-off or counterclaim and free and clear  of
and  without  deductions  for any present  or  future  taxes,  fees,
withholdings or conditions of any nature ("Taxes").  Each  Guarantor
shall  pay any such Taxes, including Taxes on any amounts  so  paid,
and will promptly furnish the Administrative Agent copies of any tax
receipts  or such other evidence of payment as any Lender Party  may
require.   Section  2.14  of  the Credit Agreement  is  incorporated
herein by reference, mutatis mutandis, and shall apply to all  taxes
paid  by each Guarantor under this Guaranty as if all references  to
the Borrower were references to each Guarantor and all references to
the Agreement were references to this Guaranty.

          (b)  The Administrative Agent and each Lender Party hereby
confirms  that it is the intention of all parties hereto  that  this
Guaranty  not  constitute a fraudulent transfer  or  conveyance  for
purposes  of Title II, U.S. Code; the Uniform Fraudulent  Conveyance
Act;  the Uniform Fraudulent Transfer Act or any similar federal  or
state  law to the extent applicable to this Guaranty.  To effectuate
the  foregoing intention, the Administrative Agent and  each  Lender
Party  hereby  irrevocably  agrees  that  the  Obligations  of  each
Guarantor under this Guaranty shall be limited to the maximum amount
as  will,  after giving effect to such maximum amount and all  other
contingent and fixed liabilities of such Guarantor that are relevant
under  such  laws, and after giving effect to any collections  from,
rights to receive contribution from or payments made by or on behalf
of  any other Guarantor in respect of the Obligations of such  other
Guarantor  under  this Guaranty, result in the Obligations  of  such
Guarantor under this Guaranty not constituting a fraudulent transfer
or conveyance.

     Section 2.  WAIVERS BY THE GUARANTORS.

          Each   Guarantor  agrees  that  the  Obligations  may   be
extended,  renewed, refinanced, altered or otherwise  modified  from
time  to  time,  in whole or in part, without notice to  or  further
assent from any Guarantor, and that each Guarantor will remain bound
under   this   Guaranty  notwithstanding  any  extension,   renewal,
refinancing,  alteration or other modification of  the  Obligations.
Further,  to the extent and upon the conditions permitted under  the
Credit  Agreement  and without notice to or authorization  from  any
Guarantor   and  without  affecting  or  impairing  any  obligations
hereunder,  the  Lender Parties may (a) renew,  compromise,  extend,
increase,  accelerate or otherwise change the  time  or  manner  for
making  of  advances,  provision of other  financial  accommodations
(including  issuances  of  Letters of Credit),  or  the  payment  or
performance  of all or any portion of the Obligations, (b)  increase
or reduce the rate of interest or amount of principal payable on the
Advances or the Obligations, (c) release, substitute or add any  one
or  more  guarantors or endorsers, accept additional or  substituted
security  for payment or performance of the Obligations, or  release
or  subordinate any security therefor, (d) apply any  such  security
and direct the order or manner of sale thereof as the Administrative
Agent  in  its  discretion may determine, and  (e)  resort  to  each
Guarantor  for payment or performance of all or any portion  of  the
Obligations, whether or not any Lender Party shall have resorted  to
any  property  securing  the Obligations  or  shall  have  proceeded
against  the  Borrower or any party primarily or secondarily  liable
for the Obligations.

          Each  Guarantor  agrees that this Guaranty  constitutes  a
guaranty  of payment when due and not of collection only and  waives
presentation of any instrument, demand for payment, protest,  notice
of  non-payment, promptness, diligence, notice of acceptance and any
other  notice with respect to any of the Obligations, any collateral
held  as  security  therefor,  or  this  Guaranty.   To  the  extent
permitted by applicable law, the obligations of each Guarantor under
this  Guaranty  shall  not  be  discharged,  impaired  or  otherwise
affected by:

          (a) the failure of any Lender Party or any other Person to
assert  or  delay in asserting any claim or demand or to enforce  or
delay  in enforcing any right or remedy against the Borrower or  any
other  surety  or  guarantor  under the  provisions  of  the  Credit
Agreement  or  any  other Loan Document or any  other  agreement  or
otherwise;

          (b)  any  direction  of  application  of  payment  by  the
Borrower  or  any other Person or any extension or  renewal  of  any
provision  of the Credit Agreement, any other Loan Document  or  any
other  instrument  or  agreement executed  pursuant  to  the  Credit
Agreement;

          (c)  any rescission, waiver, amendment or modification  of
any  of  the terms or provisions of, or the release or discharge  of
any  party to, the Credit Agreement, any other Loan Document or  any
other instrument or agreement executed in connection therewith;

          (d)  the taking and holding of security or collateral  for
the payment of the Obligations or the failure to take or perfect any
security interest in, or to take any actions with respect to, or the
sale (whether or not in a commercially reasonable manner), exchange,
release or discharge of, or the acceptance of an assignment or  deed
in  lieu of foreclosure with respect to, any of the security held by
the  Administrative  Agent or any other Lender Party  or  any  other
Person for the Obligations, including, without limitation, any right
to  require  the  Lender  Party to proceed against  or  exhaust  its
recourse against the Borrower or any security or collateral held  by
the  Lender Party at any time or to pursue any other remedy  in  its
power  before being entitled to payment from or performance by  each
Guarantor  of  the  Obligations  or before  proceeding  against  any
Guarantor;

          (e)    any    bankruptcy,   insolvency,    reorganization,
arrangement, adjustment, composition, liquidation or the like of the
Borrower  or  any  other surety or guarantor or  any  actions  taken
therein,  including,  without  limitation  (i)  any  Lender  Party's
election, in any proceeding instituted under the Bankruptcy Code, of
the  application of Section 1111 (b)(2) of the Bankruptcy Code, (ii)
any borrowing or grant of a security interest by the Borrower or any
other surety or guarantor as debtor-in-possession under Section  364
of  the Bankruptcy Code, or (iii) the failure by any Lender Party to
file a proof of claim for the repayment of any of the Obligations or
the disallowance of any such claim;

          (f)  any circumstance (including, without limitation,  the
running of any statute of limitations), act, omission or delay which
may  or  might in any manner or to any extent vary the risk of  each
Guarantor  or  which  may constitute a defense available  to,  or  a
discharge  of, the Borrower, each Guarantor or any other  surety  or
guarantor  or which might otherwise diminish or impair  any  of  the
obligations  of any Guarantor or give any Guarantor,  or  any  other
Person any recourse against the Obligations;

          (g)  any release or limitation on the liability of  anyone
who  may be liable in any manner for the payment of any amounts owed
by  each Guarantor, the Borrower or any other surety or guarantor to
any Lender Party;

          (h)  any modification or termination of the terms  of  any
intercreditor or subordination agreement pursuant to which claims of
other  creditors of any Guarantor, the Borrower or any other  surety
or guarantor are subordinated to the claims of the Lender Parties;

          (i)  any  merger or consolidation of the Borrower into  or
with any other Person, or any sale, lease or transfer of any or  all
of the assets of the Borrower;

          (j)  any  incapacity or lack of authority of the Borrower,
any Guarantor, any other surety or guarantor or any other Person;

          (k) the revocation or repudiation hereof by each Guarantor
or  the revocation or repudiation of any of the other Loan Documents
by  the Borrower, any other surety or guarantor or any other Person;
or

          (l) the absence of any notice to, consent of, or knowledge
by,  each Guarantor of any of the matters or events set forth in the
foregoing subparagraphs (a) through (k).

          To the extent permitted by applicable law, the obligations
of  each Guarantor under this Guaranty shall not be subject  to  any
reduction,  limitation,  impairment or termination  for  any  reason
(other  than  the  payment in full of all of the Obligations  (other
than  Surviving  Indemnities)), including, without  limitation,  any
claim of waiver, release, surrender, alteration or compromise of any
of  the  Obligations, and shall not be subject  to  any  defense  or
setoff, counterclaim, recoupment or termination whatsoever by reason
of  the  invalidity, illegality, or unenforceability of any  of  the
Obligations,  the  Credit Agreement or of  any  of  the  other  Loan
Documents,  discharge  of  the  Borrower  or  any  other  surety  or
guarantor  from  any of the Obligations in a bankruptcy  or  similar
proceeding.

          In  furtherance of the foregoing, and as provided in Civil
Code  Section  2856, each Guarantor waives all rights  and  defenses
that  each Guarantor may have by reason of the Obligations being  or
becoming secured by real property.  This means, among other  things:
(1) the Lender Parties may collect from each Guarantor without first
foreclosing on any real or personal property collateral  pledged  by
the  Borrower; (2) the amount of the Obligations may be reduced only
by  the  price for which that collateral is sold at the  foreclosure
sale, even if the collateral is worth more than the sale price;  and
(3)  the Lender Parties may collect from each Guarantor even if  the
Lender Parties, by foreclosing on the real property collateral, have
destroyed  any  right  any Guarantor may have to  collect  from  the
Borrower.   This is an unconditional and irrevocable waiver  of  any
rights  and defenses each Guarantor may have because the Obligations
are  secured  by real property.  These rights and defenses  include,
but  are  not limited to, any rights or defenses based upon  Section
580a,  580b,  580d,  or  726 of the Code of Civil  Procedure.   Each
Guarantor waives all rights and defenses arising out of an  election
of  remedies  by  the Lender Parties, even though that  election  of
remedies,  such as nonjudicial foreclosure with respect to  security
for  a  guaranteed obligation, has destroyed each Guarantor's rights
of  subrogation  and  reimbursement  against  the  Borrower  by  the
operation  of  Section  580d  of the  Code  of  Civil  Procedure  or
otherwise.

     Section 3.  ENFORCEMENT OF GUARANTY.

          In  no  event shall the Administrative Agent or any  other
Lender  Party have any obligation (although, to the extent  provided
in  the  Loan Documents, it is entitled, at its option)  to  proceed
against  the  Borrower, any other surety or guarantor or  any  other
Person  or  any  real  or personal property pledged  to  secure  the
Obligations before seeking satisfaction from each Guarantor, and the
Administrative  Agent  may  proceed,  prior  to  subsequent  to,  or
simultaneously  with, the enforcement of the Administrative  Agent's
rights  hereunder,  to exercise any right or remedy  (including  any
rights  of setoff) which it may have against any property,  real  or
personal, as a result of any lien it may have as security for all or
any portion of the Obligations.

          In  addition,  each Guarantor waives, and agrees  that  it
shall  not at any time insist upon, plead or in any manner  whatever
claim or take the benefit or advantage of, any appraisal, valuation,
stay,  extension,  marshalling  of assets  or  redemption  laws,  or
exemption, whether now or at any time hereafter in force, which  may
delay,  prevent or otherwise affect the performance by the Guarantor
of  its  obligations under, or the enforcement by the Administrative
Agent   of,  this  Guaranty.   Each  Guarantor  hereby  waives   any
requirement on the part of the Administrative Agent to mitigate  the
damages resulting from any default under the Credit Agreement or any
of  the  other  Loan  Documents.  Each Guarantor hereby  waives  any
rights or defenses based upon any rights or defenses of the Borrower
or  any other surety or guarantor to the Obligations, or any of them
(including without limitation any failure of value of consideration,
any  statute  of  limitations,  accord  and  satisfaction,  and  the
insolvency  of  the Borrower or any other surety or  guarantor);  it
being intended that each Guarantor shall remain primarily liable, to
the  extent set forth herein, until the full performance of all  the
Obligations  notwithstanding any act, omission or thing which  might
otherwise  operate  as  a  legal  or  equitable  discharge  of  each
Guarantor,  the  Borrower  or  any other  surety  or  guarantor  and
notwithstanding any circumstance whatsoever affecting or  preventing
recovery by the Administrative Agent or any other Lender Party  from
the  Borrower or any other surety or guarantor which, but  for  this
provisions,  might operate to exonerate or discharge each  Guarantor
from its obligations under this Guaranty.

     Section 4.  REINSTATEMENT.

          This  Guaranty shall remain in full force and  effect  and
continue  to be effective in the event any petition is filed  by  or
against the Borrower, any Guarantor or any other surety or guarantor
for  any  bankruptcy, insolvency, liquidation or reorganization,  in
the  event  the  Borrower, any Guarantor  or  any  other  surety  or
guarantor  becomes insolvent or makes an assignment for the  benefit
of  creditors or in the event a receiver or trustee is appointed for
all  or  any  significant part of the assets of  the  Borrower,  any
Guarantor  or  any  other surety or guarantor  or  any  such  Person
becomes subject to a proceeding under the Bankruptcy Code, and shall
continue to be effective or be reinstated, as the case may be, if at
any  time,  or  from  time to time, payment and performance  of  the
Obligations,  or  any part thereof, is, pursuant to applicable  law,
rescinded  or  reduced in amount, or must otherwise be  restored  or
returned  by  the  Administrative  Agent,  whether  as  a  "voidable
preference,"  "fraudulent conveyance," or otherwise, all  as  though
such  payment or performance had not been made.  In the  event  that
any payment, or any part thereof, is rescinded, reduced, restored or
returned  as  set forth above, the Obligations shall  be  reinstated
only by such amount rescinded, reduced, restored or returned.

          So  long  as  any Obligation shall remain outstanding,  no
Guarantor   shall,  without  the  prior  written  consent   of   the
Administrative  Agent, commence or join with  any  other  Person  in
commencing  any bankruptcy, reorganization or insolvency  proceeding
of or against the Borrower or any other surety or guarantor.

          Each   Guarantor   acknowledges  and   agrees   that   the
Obligations  include interest on the Obligations at  the  applicable
rate  therefor  under  the Loan Documents which  accrues  after  the
commencement of any proceeding, voluntary or involuntary,  involving
the    bankruptcy,    insolvency,   receivership,    reorganization,
liquidation  or arrangement of the Borrower or any other  surety  or
guarantor (or, if interest on any part of the Obligations ceases  to
accrue  by  operation of law by reason of the commencement  of  said
proceeding, such Obligations including the interest which would have
accrued  on such portion of the Obligations if said proceedings  had
not  been commenced), since it is the intention of the parties  that
the  amount of the Obligations which is guaranteed by each Guarantor
pursuant to this Guaranty should be determined without regard to any
rule  of  law or order which may relieve the Borrower or  any  other
surety  or  guarantor  of  any portion  of  the  Obligations.   Each
Guarantor will permit any trustee in bankruptcy, receiver, debtor-in-
possession, assignee for the benefit of creditors or similar  person
to  pay  the  Administrative  Agent,  or  allow  the  claim  of  the
Administrative  Agent  or  any other Lender  Party  in  respect  of,
interest  which  would have accrued after the  date  on  which  such
proceeding is commenced.

     Section 5.  CLAIMS IN BANKRUPTCY

          Each  Guarantor will file all claims against the  Borrower
or  any  other  surety  or  guarantor in  any  bankruptcy  or  other
proceeding in which the filing of claims is required or permitted by
law  upon  any  indebtedness  of the  Borrower  or  such  surety  or
guarantor  to  any Guarantor or claim against the Borrower  or  such
surety  or  guarantor  by  each Guarantor and  will  assign  to  the
Administrative  Agent all rights of each Guarantor  thereunder.   If
any Guarantor does not file any such claim at least 30 days prior to
any  applicable  claims  bar  date,  the  Administrative  Agent,  as
attorney-in-fact   for   each  Guarantor,  is   hereby   irrevocably
authorized  to  do  so  in the name of each  Guarantor  or,  in  the
Administrative Agent's discretion, to assign the claim and to  cause
a  proof  of  claim  to be filed in the name of  the  Administrative
Agent's nominee.  The Administrative Agent or its nominee shall have
the  sole  right, but not obligation, to accept or reject  any  plan
proposed  in such proceeding and to cast any votes and to  take  any
other action with respect to all claims which any Guarantor may have
against the Borrower or any other surety or guarantor.  In all  such
cases,  whether  in  administration, bankruptcy  or  otherwise,  the
person  or  persons  authorized to  pay  claims  shall  pay  to  the
Administrative  Agent the full amount payable  on  each  Guarantor's
claims,  and,  to the full extent necessary for that  purpose,  each
Guarantor  hereby  assigns to the Administrative Agent  all  of  the
Guarantor's  rights to any such payments or distributions  to  which
each  Guarantor would otherwise be entitled; provided, however, that
each Guarantor's obligations hereunder shall not be satisfied except
to  the extent that the Administrative Agent receives cash by reason
of  any  such payment or distribution.  If the Administrative  Agent
receives anything hereunder other than cash, the same shall be  held
as collateral for amounts due under this Guaranty.

     Section 6.  WAIVER OF SUBROGATION AND INDEMNITY.

          Each  Guarantor expressly waives, at all times,  prior  to
the  full, final and indefeasible payment in cash of the Obligations
(other   than  Surviving  Indemnities),  any  and  all   rights   of
subrogation,  reimbursement, indemnity,  exoneration  or  any  other
claim  which  any  Guarantor  may  now  or  hereafter  have  against
Borrower, any other surety or guarantor or any other Person directly
or  contingently  liable  for  the payment  or  performance  of  the
Obligations (including, without limitation, property collateralizing
the  Obligations), arising from the existence or performance of  the
Guaranty.

     Section 7.  COVENANTS.

          Each  Guarantor covenants and agrees that, so long as  any
part  of  the  Obligations shall remain unpaid, each Guarantor  will
comply with all requirements that each Guarantor or the Borrower  or
any  other  surety or guarantor shall have it perform in  connection
with  the  obligations of each Guarantor, the Borrower or any  other
surety  or  guarantor under the Credit Agreement or the  other  Loan
Documents.  Each Guarantor also covenants and agrees that  it  will,
from time to time, at its expense, promptly execute and deliver  all
further  instruments and documents and take all further action  that
may  be necessary or desirable, or that the Administrative Agent may
reasonably request, in order to enable the Administrative  Agent  to
exercise and enforce its rights and remedies hereunder with  respect
to any collateral for the Obligations or to carry out the provisions
and purposes hereof.

     Section 8.  CONTINUING GUARANTY, SUCCESSORS AND ASSIGNS.

          This  Guaranty  is  a continuing guaranty  and  shall  (a)
remain  in  full  force  and effect until payment  in  full  of  the
Obligations  and all other amounts payable under this  Guaranty  and
the  cancellation or termination of the Commitments  or  the  Credit
Agreement, (b) be binding upon each Guarantor, their successors  and
assigns, and (c) inure, together with the rights and remedies of the
Administrative Agent hereunder, to the benefit of the Administrative
Agent,  the  other  Lender Parties and their respective  successors,
transferees and assigns.

     Section 9.  SUBORDINATION.

          Without  limiting the rights of the Lender  Parties  under
any  other agreement, any indebtedness (including interest  accruing
at  the  agreed-to  rate after the commencement of  any  bankruptcy,
reorganization or similar proceeding) that may be now  or  hereafter
extended  by any Guarantor to or for the account of the Borrower  or
any  other surety or guarantor, or in respect of which the  Borrower
or  any  other  surety or guarantor may be liable to each  Guarantor
(including  statutory rights of subrogation,  in  any  capacity)  is
hereby subordinated to all obligations of the Borrower or any  other
surety  or  guarantor to any Lender Party; and such indebtedness  of
the  Borrower, or any other surety or guarantor, if any Lender Party
so  requests after the occurrence and during the continuation of any
Event of Default, shall be collected, enforced and received by  each
Guarantor as trustee for the Lender Parties and be paid over to  the
Administrative  Agent  on  account of the  Obligations  but  without
reducing  or  affecting  in  any manner the  liability  of  the  any
Guarantor under the other provisions of this Guaranty.

     Section 10.  CONDITION OF THE BORROWER.

          Each  Guarantor is fully aware of the financial  condition
of  the  Borrower  and  the other Guarantors and  is  executing  and
delivering  this  Guaranty based solely upon  each  Guarantor's  own
independent investigation of all matters pertinent hereto and is not
relying  in any manner upon any representation or statement  of  the
Administrative  Agent  or any other Lender Party.   Each  Guarantor,
with  the assistance of counsel, has participated in the negotiation
of  the  Credit  Agreement and all of the other Loan Documents,  has
entered into the Credit Agreement as one of the Loan Parties, and is
knowledgeable  about the obligations of the Borrower and  the  other
sureties  and guarantors thereunder.  Each Guarantor represents  and
warrants  that such Guarantor is in a position to obtain,  and  each
Guarantor  hereby  assumes full responsibility  for  obtaining,  any
additional  information concerning the financial  condition  of  the
Borrower and the other sureties and guarantors and any other  matter
pertinent hereto as each Guarantor may desire, and each Guarantor is
not  relying upon or expecting the Administrative Agent or any other
Lender  Party  to furnish to each Guarantor any information  now  or
hereafter  in  their possession concerning the  same  or  any  other
matter.   By  executing  this  Guaranty,  each  Guarantor  knowingly
accepts  the  full range of risks encompassed within a  contract  of
this  type, which risks each Guarantor acknowledges.  Each Guarantor
shall have no right to require the Administrative Agent or any other
Lender  Party to obtain or disclose any information with respect  to
the  Obligations,  the  financial  condition  or  character  of  the
Borrower or any other surety or guarantor or the Borrower's  ability
to  perform  the  Obligations, the existence of  any  collateral  or
security for any or all of the Obligations, any action or non-action
on  the party of the Administrative Agent or any other Lender Party,
the Borrower, any other surety or guarantor or any other Person,  or
any other matter, fact or occurrence whatsoever.

     Section 11.  INDEMNITY AND EXPENSES.

          (a)  Each Guarantor agrees to protect, indemnify and  hold
harmless the Administrative Agent, each other Lender Party and their
respective  officers,  directors,  employees,  counsel,  agents  and
attorneys-in-fact  from  and  against  any  and   all   liabilities,
obligations,   losses,  damages,  penalties,   actions,   judgments,
demands, investigations, proceedings, suits, claims, costs, charges,
expenses  and  disbursements  of  any  kind  or  nature  whatsoever,
relating  to  or  arising  from  this Guaranty  (including,  without
limitation, enforcement of this Guaranty), in the manner and on  the
terms  set  forth in Section 8.04(c) of the Credit Agreement.   This
Section  11 shall in no event limit, expand or otherwise modify  the
indemnification provided in the Credit Agreement or any of the other
Loan Documents.

          (b)  In addition to the provisions of Section 8.04 of  the
Credit  Agreement,  each Guarantor will, within three  (3)  Business
Days  after demand, pay to the Administrative Agent, for the benefit
of the Lender Parties, the amount of any and all expenses, including
reasonable Attorney Costs and other reasonable attorneys'  fees  and
costs,  fees, expenses and disbursements of any experts  and  agents
that  the Lender Parties incur, whether in their capacity as Lender,
or Administrative Agent or in their individual capacities, after the
occurrence  of  an  Event  of Default in  connection  with  (i)  the
administration of this Guaranty, including, without limitation,  the
preparation  of any amendment, modification or waiver  hereof,  (ii)
the   exercise  or  enforcement  of  any  of  the  rights   of   the
Administrative Agent hereunder, (iii) the failure by  any  Guarantor
to  perform  or  observe  any  of the provisions  hereof,  (iv)  any
refinancing  or  restructuring of the credit  arrangements  provided
under  the Credit Agreement in the nature of a "work-out" or in  any
insolvency or bankruptcy proceeding, or (v) any action taken by  the
Administrative Agent hereunder.

     Section 12.  THE AGENT.

          The Administrative Agent, on behalf of the Lender Parties,
shall have the right hereunder to make demands, to give notices,  to
exercise  or  refrain from exercising any rights,  and  to  take  or
refrain  from  taking  action (including,  without  limitation,  the
release  or substitution of Collateral and any collateral  for  each
Guarantor's   obligations  under  this  Guaranty   (the   "Guarantor
Collateral")) in accordance with the terms of this Guaranty and  the
Credit  Agreement; provided that, in the event of a conflict between
the  provisions  of  such  agreements, the  Credit  Agreement  shall
control to the extent it resolves such conflict.  The Administrative
Agent may resign and a successor to the Administrative Agent may  be
appointed in the manner provided in the Credit Agreement.  Upon  the
acceptance  of  any  appointment as  a  Administrative  Agent  by  a
successor Administrative Agent shall thereupon succeed to and become
vested  with  all the rights, powers, privileges and duties  of  the
retiring  Administrative Agent under this Guaranty, and the retiring
Administrative Agent shall thereupon be discharged from  its  duties
and  obligations under this Guaranty and shall deliver any Guarantor
Collateral in its possession to the successor Administrative  Agent.
After   any   retiring  Administrative  Agent's   resignation,   the
provisions  of this Guaranty shall inure to its benefit  as  to  any
actions taken or omitted to be taken by it under this Guaranty while
it was the Administrative Agent.

     Section 13.  AMENDMENTS, ETC.

          No  amendment or waiver of any provision of this Guaranty,
nor consent to any departure by any Guarantor herefrom, shall in any
event be effective unless the same shall be in writing and signed by
the  Administrative  Agent and any consents  or  approvals  required
under  the Credit Agreement shall have been obtained, and then  such
waiver  or consent shall be effective only in the specific  instance
and for the specific purpose for which given.

     Section 14.  ADDRESS FOR NOTICES.

          All   notices   and  other  communications  provided   for
hereunder  shall  be  in  writing and  sent  or  delivered  to  each
Guarantor  or the Administrative Agent, as the case may be,  in  the
manner  set  forth in the Credit Agreement and to  the  address  set
forth on the signature pages of the Credit Agreement.

     Section 15.  LIMITATION OF LIABILITY.

          No  claim may be made by any Guarantor or any other Person
against  the Administrative Agent or any other Lender Party  or  the
affiliates, directors, officers, employees, attorneys or  agents  of
any  of  them  for any special, indirect, consequential or  punitive
damages in respect of any claims for breach of contract or any other
theory  of  liability  arising out of related  to  the  transactions
contemplated  by  this  Guaranty, or  any  act,  omission  or  event
occurring in connection therewith; and each Guarantor hereby waives,
releases and agrees not to sue upon any claims for any such damages,
whether  or  not  accrued and whether or not known or  suspected  to
exist in its favor.

     Section 16.  REMEDIES CUMULATIVE.

          The  amount  and/or extent of liability of each Guarantor,
and  all  rights,  powers and remedies of the  Administrative  Agent
hereunder, under the Credit Agreement or any other Loan Document  or
under  any  other  agreement now or at any time hereafter  in  force
between Administrative Agent and each Guarantor (whether relating to
the Obligations or otherwise) or now or hereafter existing at law or
in  equity  or  by  statute or otherwise, shall  be  cumulative  and
concurrent and not alternative and such rights, powers and  remedies
shall be in addition to every other such right, power or remedy.

     Section 17.  SEVERABILITY.

          The  provisions  of  this  Guaranty  are  intended  to  be
severable.   If for any reason any provision of this Guaranty  shall
be  held  invalid  or  unenforceable in whole  or  in  part  in  any
jurisdiction,  such  provision shall, as to  such  jurisdiction,  be
ineffective  to  the  extent of such invalidity or  unenforceability
without  in  any  manner  affecting the validity  or  enforceability
thereof in any other jurisdiction or the remaining provisions hereof
in any jurisdiction.

     Section 18.  NO WAIVER.

          No failure on the party of the Administrative Agent or any
other  Lender  Party  to exercise, and no delay in  exercising,  any
right,  remedy,  power or privilege hereunder  shall  operate  as  a
waiver  thereof;  nor shall any single or partial  exercise  of  any
right,  remedy, power or privilege hereunder preclude any  other  or
further exercise thereof or the exercise of any other right, remedy,
power or privilege.

     Section 19.  HEADINGS.

          Section  and  other  headings in  this  Guaranty  are  for
convenience  of reference only, are without substantive meaning  and
should  not  be  construed  to  modify,  enlarge,  or  restrict  any
provision.

          Section 20.  GOVERNING LAW.

          THIS GUARANTY SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE.





          IN   WITNESS  WHEREOF,  each  Guarantor  has  caused  this
Guaranty  to be duly executed and delivered by its officer thereunto
duly authorized as of the date first above written.

                              REDWOOD SYSTEMS, INC., a
                              Delaware corporation

                              By:  /s/Robert E. Wrightson
                              Name:     Robert E. Wrightson
                              Title:    Executive Vice President and
                                         CFO


                              REDWOOD SYSTEMS LOGISTICS DE MEXICO,
                              S.A. DE C.V., a Mexico corporation

                              By:  /s/Robert E. Wrightson
                              Name:     Robert E. Wrightson
                              Title:    Executive Vice President and
                                           CFO


                              REDWOOD SYSTEMS SERVICES DE MEXICO,
                              S.A. DE C.V., a Mexico corporation

                              By:  /s/Robert E. Wrightson
                              Name:     Robert E. Wrightson
                              Title:    Executive Vice President and
                                         CFO


                              CF AIRFREIGHT CORPORATION, a Delaware
                                 Corporation

                              By:  /s/Kerry K. Morgan
                              Name:     Kerry K. Morgan
                              Title:    Vice President and Treasurer














</TEXT>
</DOCUMENT>
