CONSOLIDATED DELIVERY & LOGISTICS INC
NEW PARIBAS AMENDMENT
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>5
<FILENAME>b311062_ex10-15.txt
<DESCRIPTION>NEW PARIBAS AMENDMENT
<TEXT>

<PAGE>
                  This Note has been acquired for investment and not with a
                  view to, or for sale in connection with, any distribution
                  thereof within the meaning of the Securities Act of 1933, as
                  amended (the "Act"). This Note has not been registered under
                  the Act, or any state securities law, and may be offered and
                  sold only if registered pursuant to the provisions of the Act
                  or those laws or if an exemption from registration is
                  available.


                              AMENDED AND RESTATED
                         9% SUBORDINATED NOTE DUE 2004
                                 OF CD&L, INC.

<TABLE>
<S>                      <C>                                                       <C>
Registered Holder:       The Trustee created under Paragraph Third
                         of the Last Will and Testament of Charles Gold                          February 16, 1999
                                                                                    as amended as of April 1, 2001

Address:                 176 Ford Road                                                No. AGW-1 replacing No. GW-1
                         Carmel Valley, CA  93924

Principal Amount:        $1,450,000                                                   South Hackensack, New Jersey

Due:                     April 16, 2004
</TABLE>

                  FOR VALUE RECEIVED, CD&L, Inc. (formerly Consolidated
Delivery & Logistics, Inc.), a Delaware corporation (the "Company"), hereby
promises to pay to the holder above named (the "Holder"), or its order or its
registered assign(s), the principal sum above stated and to pay interest at the
rate of nine percent (9%) per annum from April 16, 2001. Interest shall be
computed on the balance of principal outstanding from time to time.

                  Payments. This Amended and Restated Note shall be repaid in
the following manner:

                  (A) Commencing May 16, 2001 and on the 16th day of each month
thereafter for an aggregate of 35 months, outstanding principal and interest of
this Note shall be repaid in thirty-five (35) equal monthly installments of
principal and interest equal to THIRTY SIX THOUSAND EIGHTY THREE AND 31/00
DOLLARS ($36,083.31);

                  (B) All principal and all accrued and unpaid interest
($448,692.83), and all other sums owing hereunder, if any, if not sooner paid
shall be payable in full on the sixteenth (16th) day of April, 2004 ("Maturity
Date").

                  Payments received under this Note (including prepayments)
shall be applied first to accrued interest and then to installments of
principal, in inverse order of their maturity dates.

                  Both principal hereof and interest thereon are payable in
lawful money of the United States of America by wire transfer to an account
designated by the Holder or, if no such account has been designated, at the
Holder's address above or such other address as the Holder shall designate in
writing delivered to the Company from time to time. Prior to any sale or other
disposition of this Note, the Holder will endorse hereon the amount of
principal paid hereon and the last date to which interest has been paid hereon.
The Company may prepay this debt, in whole or in part, without premium or
penalty at any time.
<PAGE>

                  The Company hereby agrees that its obligation to make payment
under this Note is absolute and unconditional and the Company waives the right
to assert any defense, or any right of setoff, counterclaim or any similar
right in any action involving any payment required to be made pursuant to this
Note; and the Company hereby agrees not to assert any defense, or any right of
setoff, counterclaim or any similar right in any action by the holder of this
Note involving any payment required to be made pursuant to this Note.

AMENDMENT

                  This Amended and Restated Note is being issued in exchange
for and replacement of a certain note of the Company issued on February 16,
1999, in the original principal amount of $1,650,000 (the "Original Note").
Upon receipt of this amended Note by the registered Holder, the Original Note
shall be deemed canceled and null and void in its entirety. The Holder by
acceptance of this Amended and Restated Note represents and warrants that it
has not sold, transferred or assigned the Original Note to any party, and
agrees to return the Original Note to the Company promptly. The Holder further
represents and warrants that all payments due through the date of this
amendment have been paid and there is no default hereunder.


                                  ARTICLE ONE

                                 SUBORDINATION


         (a) Subordination of Liabilities. Holder by its acceptance of this
Subordinated Note covenants and agrees that the payment of the principal of,
interest on, and all other amounts owing in respect of, this Subordinated Note
(the "Subordinated Indebtedness") is hereby expressly subordinated, to the
extent and in the manner hereinafter set forth, to the prior payment in full in
cash of all Senior Indebtedness. The provisions of this Article One shall
constitute a continuing offer to all persons who, in reliance upon such
provisions, become holders of, or continue or hold, Senior Indebtedness, and
such provisions are made for the benefit of the holders of Senior Indebtedness,
and such holders are hereby made obligees hereunder the same as if their names
were written herein as such, and they and/or each of them may proceed to
enforce such provisions.

                                      -2-
<PAGE>


                  (b) Company Not to Make Payments with Respect to Subordinated
Indebtedness in Certain Circumstances.

                  (i) Upon the maturity of any Senior Indebtedness (including
interest thereon or fees or any other amounts owing in respect thereof),
whether at stated maturity, by acceleration or otherwise, all Obligations owing
in respect thereof, in each case to the extent due and owing, shall first be
paid in cash, before any payment (whether in cash, property securities or
otherwise) is made on account of the Subordinated Indebtedness.

                  (ii) The Company may not, directly or indirectly, make any
payment with respect to any Subordinated Indebtedness and may not acquire any
Subordinated Indebtedness for cash or property while there exists any default
or event of default under the Credit Agreement or any other issue of Senior
Indebtedness that is then in existence.

                  (iii) In the event the Holder receives written notice that an
event of default exists with respect to any Senior Indebtedness (a "Notice of
Event of Default"), the Holder agrees not to accelerate the payment of the
obligations of the Company hereunder or bring any action with respect thereto,
until the earlier of (a) receipt by the Holder of written notice that such
Event of Default has been cured, or (b) six (6) months following the date of
the Notice of Event of Default.

                  (iv) In the event that notwithstanding the provisions of the
preceding clauses (i) and (ii) of this Article One, the Company shall make any
payment on account of the Subordinated Indebtedness at a time when payment is
not permitted by said clause (i) or (ii), such payment shall be held by the
holder of this Subordinated Note, in trust for the benefit of, and shall be
paid forthwith over and delivered to, the holders of Senior Indebtedness or
their representative or the trustee under the indenture or other agreement
pursuant to which any instruments evidencing any Senior Indebtedness may have
been issued, as their respective interests may appear, for application pro rata
to the payment of all Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in accordance with the terms
of such Senior Indebtedness, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness. Without in any way
modifying the provisions of this Article One or affecting the subordination
effected hereby if the hereafter referenced notice is not given, the Company
shall give the holder of this Subordinated Note prompt written notice of any
event which would prevent payments under clause (i) or (ii) of this Section
(b).

         (c) Subordination to Prior Payment of All Senior Indebtedness on
Dissolution, Liquidation or Reorganization of Company. Upon any distribution of
assets of the Company upon dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the benefit of creditors or
otherwise):

                           (i) the holders of all Senior Indebtedness shall
         first be entitled to receive payment in full in cash of all Senior
         Indebtedness (including, without limitation, post-petition interest at
         the rate provided in the documentation with respect to the Senior
         Indebtedness, whether or not such post-petition interest is an allowed
         claim against the debtor in any bankruptcy or similar proceeding)
         before the holder of this Subordinated Note is entitled to receive any
         payment of any kind or character on account of the Subordinated
         Indebtedness;

                                      -3-
<PAGE>


                           (ii) any payment or distributions of assets of the
         Company of any kind or character, whether in cash, property or
         securities to which the holder of this Subordinated Note would be
         entitled except for the provisions of this Article One, shall be paid
         by the liquidating trustee or agent or other person making such
         payment or distribution, whether a trustee in bankruptcy, a receiver
         or liquidating trustee or other trustee or agent, directing to the
         holders of Senior Indebtedness or their representative or
         representatives, or the trustee or trustees under any indenture under
         which any instruments evidencing any such Senior Indebtedness may have
         been issued, to the extent necessary to make payment in full in cash
         of all Senior Indebtedness remaining unpaid, after giving effect to
         any concurrent payment or distribution to the holders of such Senior
         Indebtedness; and

                           (iii) in the event that, notwithstanding the
         foregoing provision of this Section (c), any payment or distribution
         of assets of the Company of any kind or character, whether in cash,
         property or securities, shall be received by the holder of this
         Subordinated Note on account of Subordinated Indebtedness before all
         Senior Indebtedness is paid in full in cash, such payment or
         distribution shall be received and held in trust for and shall be paid
         over to the holders of the Senior Indebtedness remaining unpaid or
         unprovided for or their representative or representatives, or to the
         trustee or trustees under any indenture under which any instruments
         evidencing any of such Senior Indebtedness may have been issued, for
         application to the payment of such Senior Indebtedness until all such
         Senior Indebtedness shall have been paid in full in cash, after giving
         effect to any concurrent payment or distribution to the holders of
         such Senior Indebtedness.

         Without in any way modifying the provisions of this Article One or
affecting the subordination effected hereby if the hereafter referenced notice
is not given, the Company shall give prompt written notice to the holder of
this Subordinated Note of any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy, insolvency or
receivership proceedings or upon assignment for the benefit of creditors or
otherwise).

         (d) Subrogation. Subject to the prior payment in full in cash of all
Senior Indebtedness, the holder of this Subordinated Note shall be subrogated
to the rights of the holders of Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until all amounts owing on this Subordinated Note shall be paid in full, and
for the purpose of such subrogation no payments or distributions to the holders
of the Senior Indebtedness by or on behalf of the Company or on behalf of the
holder of this Subordinated Note shall, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the holder of this
Subordinated Note, be deemed to be payment by the Company to or on account of
the Senior Indebtedness, it being understood that the provisions of this
Article One are and are intended solely for the purpose of defining the
relative rights to the holder of this Subordinated Note, on the one hand, and
the holders of the Senior Indebtedness, on the other hand.

                                      -4-
<PAGE>

         (e) Obligation of the Company Unconditional. Nothing contained in this
Article One or otherwise in this Subordinated Note is intended to or shall
impair, as between the Company and the holder of this Subordinated Note, the
obligation of the Company, which is absolute and unconditional, to pay to the
holder of this Subordinated Note the principal of and interest on this
Subordinated Note as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holder of this Subordinated Note and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the holder of this Subordinated Note from exercising all
remedies otherwise permitted by applicable law upon an event of default under
this Subordinated Note, subject to the limitations, if any, under this Article
One or the rights of Holders to exercise rights and remedies, and subject to
the rights, if any, under Article One of the holders of Senior Indebtedness in
respect of cash, property, or securities of the Company received upon the
exercise of any such remedy. Upon any distribution of assets of the Company
referred to in this Article One, the holder of this Subordinated Note shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, or a certificate of the liquidating
trustee or agent or other person making any distribution to the holder of this
Subordinated Note, for the purpose of ascertaining the persons entitled to
participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article One.

         (f) Subordination Rights Not Impaired by Acts or Omission of Company
or Holders of Senior Indebtedness. No right of any present and future holders
of any Senior Indebtedness to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or by any act or failure to act in good faith by any
such holders, or by any noncompliance by the Company with the terms and
provisions of this Subordinated Note, regardless of any knowledge thereof which
any such holder may have or be otherwise charged with. The holders of the
Senior Indebtedness may, without in any way affecting the obligations of the
holder of this Subordinated Note with respect hereto, at any time or from time
to time and in their absolute discretion, change the manner, place or terms of
payment of, change or extend the time of payment of, or renew or alter, any
Senior Indebtedness or amend, modify or supplement any agreement or instrument
governing or evidencing such Senior Indebtedness or any other document referred
to therein, or exercise or refrain from exercising any other of their rights
under the Senior Indebtedness including, without limitation, the waiver of
default thereunder and the release of any collateral securing such Senior
Indebtedness, all without notice to or assent from the holder of this
Subordinated Note.

         (g) Definitions. For purposes of Article One of this Subordinated
Note, the following capitalized terms have the following meanings:

                                      -5-
<PAGE>

         "Credit Agreement" means the Loan and Security Agreement (as amended,
modified, supplemented, extended, restated, refinanced, replaced or refunded
from time to time), originally dated as of June 14, 1997, by and between the
Company and its subsidiaries and First Union Commercial Corporation or its
affiliates and all other indebtedness due to First Union Commercial Corporation
or its affiliates, or any other bank or similar financial institution.

         "Mezzanine Agreement" means the Senior Subordinated Loan Agreement (as
amended, modified, supplemented, extended, restated, refinanced, replaced or
refunded from time to time), dated as of January 28, 1999, by and between the
Company, Paribas Capital Funding LLC, Exeter Venture Lenders, L.P., Exeter
Capital Partners IV, L.P. and the other Lenders from time to time party
thereto.

         "Obligations" means any principal, interest, premium, penalties, fees,
expenses, indemnities and other liabilities and obligations (including any
guaranties of the foregoing liabilities and obligations) payable under the
documentation governing any Senior Indebtedness (including interest accruing
after the commencement of any bankruptcy, insolvency, receivership or similar
proceeding, whether or not such interest is an allowed claim against the debtor
in any such proceeding).

         "Senior Indebtedness" means all Obligations (i) of the Company under,
or in respect of, the Credit Agreement and any guaranty thereunder, (ii) of the
Company under, or, in respect of, the Mezzanine Agreement and any guaranty
thereof and (iii) of the Company with respect to indebtedness for borrowed
money and any guaranty thereof which is due to a bank or other institutional or
which is outstanding as a result of any public offering or private placement of
debt securities arranged by a bank or financial institution. This Note shall be
pari passu with other subordinated notes issued in connection with business
acquisitions by the Company.

                  (h) In furtherance of this Subordination the Holder agrees to
execute and deliver any and all documents requested by the Company for delivery
to holders of its Senior Indebtedness (in the form as requested by such
creditors) in order to verify this Subordination.


                                  ARTICLE TWO

                               EVENTS OF DEFAULT

                  If any of the following events of default (each, an "Event of
Default") shall occur, the Holder hereof, at its option, may declare all sums
of principal and accrued interest then remaining unpaid hereon and all other
amounts payable hereunder immediately due and payable.

                  2.01     Events of Default

                  For purposes of this instrument, an Event of Default will be
deemed to have occurred if:

                                      -6-
<PAGE>

                                    (a) the Company shall fail to pay any
                  installment of principal or interest on this Note and such
                  non-payment shall continue for a period of seven (7) days
                  after written notice of non-payment has been given by the
                  Holder; or

                                    (b) a receiver, liquidator or trustee of
                  the Company or of any property of the Company, shall be
                  appointed by court order; or the Company shall be adjudged
                  bankrupt or insolvent; or any of the property of the Company
                  shall be sequestered by court order; or a petition to
                  reorganize the Company under any bankruptcy, reorganization
                  or insolvency law shall be filed against the Company and
                  shall not be dismissed within 60 days after such filing; or

                                    (c) the Company shall file a petition in
                  voluntary bankruptcy or requesting reorganization under any
                  provision of any bankruptcy, reorganization or insolvency law
                  or shall consent to the filing of any petition against it
                  under any such law; or

                                    (d) the Company shall make a formal or
                  informal assignment for the benefit of its creditors or admit
                  in writing its inability to pay its debts generally when they
                  become due or shall consent to the appointment of a receiver,
                  trustee or liquidator of the Company or of all or any part of
                  the property of the Company.

                  2.02     Remedies on Default

                  If any payment due hereunder is not made within five (5)
business days of its due date, the rate of interest shall increase to an annual
rate equal to fourteen percent (14%) per annum. This default interest rate
shall continue once increased until the earlier of the date that all past due
payments are paid and brought current by the Company or the date otherwise
agreed by the Holder and the Company.

                  If an Event of Default shall have occurred, in addition to
its rights and remedies under this Note, and any other instruments, the Holder
may at its option by written notice to the Company declare all indebtedness to
Holder hereunder to be due and payable, whereupon the same shall forthwith
mature and become due and payable together with interest accrued thereon,
without any further notice to and without presentment, demand, protest or
notice of protest, all of which are hereby waived.

                  Subject to the provisions of Article One hereof, the Holder
may proceed to protect and enforce its rights by suit in equity, action at law
or other appropriate proceedings, including, without limitation, action for the
specific performance of any agreement contained herein or in any other
instrument, or for an injunction against a violation of any of the terms hereof
or thereof, or in aid of the exercise of any right, power or remedy granted
hereby or by law, equity or otherwise.


                                      -7-
<PAGE>

                                 ARTICLE THREE

                                 MISCELLANEOUS

                  3.01 Failure or Delay Not Waiver. No failure or delay on the
part of the Holder hereof in the exercise of any power, right, or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. All rights and
remedies existing hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

                  3.02 Notices. Any notice herein required or permitted to be
given shall be given by federal express or similar overnight courier or by same
day courier service or by certified mail, return receipt requested, if to the
Holder, at the address set forth on the first page hereof, or,

If to the Company:

CD&L, Inc., 80 Wesley Street, South Hackensack, New Jersey  07606, Attn:
General Counsel.

                  3.03 Amendments. The term "Note" or "this Note" and all
reference thereto, as used throughout this instrument, shall mean this
instrument as originally executed or, if later amended or supplemented, then,
as so amended or supplemented.

                  3.04 Assignability. This Note shall be binding upon the
Company, its successors and assigns, and shall inure to the benefit of Holder,
its successors and assigns. This Note may not be transferred or assigned,
except that the Holder may assign this Note or any payments due hereunder to
Richard Gold, Beneficiary of the Trust.

                  3.05 Governing Law; Consent to Jurisdiction. This Note has
been executed in and shall be governed by the laws of the State of New Jersey,
without reference to the choice of law principles thereof. Each of the Holder
and the Company irrevocably submits to the non-exclusive jurisdiction of the
courts of the State of New Jersey and the United States District Court for the
District of New Jersey, located in Passaic or Essex County, State of Jersey,
for the purpose of any suit, action, proceeding or judgment relating to or
arising out of this Note and the transactions contemplated hereby. Service of
process in connection with any such suit, action or proceeding may be served on
each of the Holder and the Company anywhere in the world by the same methods as
are specified for the giving of notices under this Note. Each of the Holder and
the Company irrevocably consents to the jurisdiction of any such court in any
such suit, action or proceeding and to the laying of venue in such court. Each
of the Holder and the Company irrevocably waives any objection to the laying of
venue of any such suit, action or proceeding brought in such courts and
irrevocably waives any claim that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.

                  3.06 No Personal Liability. No officer, director,
shareholder, employee, consultant or agent of the Company shall be personally
liable for repayment of this Note.

                                      -8-
<PAGE>

                  IN WITNESS WHEREOF, the Company and the Holder each have
caused this Note to be signed in its name by its duly authorized officer and
its corporate seal to be affixed hereto.

                              CD&L, INC.


                              By:
                                  ------------------------------------------
                                    Name:
                                    Title:


                              The Trustee created under Paragraph Third of the
                              Last Will and Testament of Charles Gold


                              By:
                                  ------------------------------------------
                                    Name:
                                    Title:


                                      -9-

</TEXT>
</DOCUMENT>
