Edgar Filing: CD&L INC - Form DEF 14A

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. _)
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

CD&L, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

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[GRAPHIC OMITTED]

Dear Stockholder:

On behalf of the Board of Directors, you are cordially invited to
attend the Annual Meeting of Stockholders of CD&L, Inc. (the "Company") to be
held at the offices of Lowenstein Sandler PC, 65 Livingston Avenue, Roseland,
New Jersey 07068 on Wednesday, June 4 at 10:00 a.m.

The enclosed Notice of Meeting and the accompanying Proxy Statement
describe the business to be conducted at the Meeting. Enclosed is a copy of the
Company's 2002 Annual Report on Form 10-K, which contains certain information
regarding the Company and its results for 2002.

It is important that your shares of Common Stock be represented and
voted at the Meeting. Accordingly, regardless of whether you plan to attend in
person, please complete, date, sign and return the enclosed proxy card in the
envelope provided, which requires no postage if mailed in the United States.
Even if you return a signed proxy card, you may still attend the Meeting and
vote your shares in person. Every stockholder's vote is important, whether you
own a few shares or many.

I look forward to seeing you at the Annual Meeting.

Sincerely,

/s/ Albert W. Van Ness, Jr.
---------------------------
Albert W. Van Ness, Jr.
Chairman of the Board
and Chief Executive Officer
April 30, 2003
South Hackensack, New Jersey

[GRAPHIC OMITTED]

CD&L, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 4, 2003

The Annual Meeting of Stockholders (the "Meeting") of CD&L, Inc. (the
"Company") will be held at the offices of Lowenstein Sandler PC, 65 Livingston
Avenue, Roseland, New Jersey 07068 on Wednesday, June 4, 2003 at 10:00 a.m., to
consider and act upon the following:

1. The election of three directors.
2. The transaction of such other business as may properly come
before the Meeting or any adjournments or postponements
thereof.

Only holders of record of the Company's Common Stock, par value $.001
per share, at the close of business on April 25, 2003 will be entitled to vote
at the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Mark T. Carlesimo
---------------------
Mark T. Carlesimo
Secretary

April 30, 2003
South Hackensack, New Jersey

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, MANAGEMENT URGES YOU TO
DATE, SIGN AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
ENVELOPE. YOU MAY REVOKE THE PROXY AT ANY TIME PRIOR TO ITS EXERCISE.

[GRAPHIC OMITTED]

CD&L, Inc.
80 Wesley Street
South Hackensack, New Jersey 07606
201.487.7740

ANNUAL MEETING OF STOCKHOLDERS
June 4, 2003

--------------------------------------

PROXY STATEMENT

The enclosed proxy is solicited by the Board of Directors of CD&L, Inc.
(the "Company") for use at the Annual Meeting of Stockholders to be held at the
offices of Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey
07068 on Wednesday, June 4, 2003 at 10:00 a.m., and at any adjournments or
postponements thereof (the "Meeting"). A stockholder who has voted by proxy has
the right to revoke it by giving written notice of such revocation to the
Secretary of the Company at any time before it is voted, by submitting to the
Company a duly executed, later-dated proxy or by voting the shares subject to
such proxy by written ballot at the Meeting. The presence at the Meeting of a
stockholder who has given a proxy does not revoke such proxy unless such
stockholder files a notice of revocation or votes by written ballot.

The proxy statement and the enclosed form of proxy are first being
mailed to stockholders on or about April 30, 2003. All shares represented by
valid proxies pursuant to this solicitation (and not revoked before they are
exercised) will be voted as specified in the proxy. If a proxy is signed but no
specification is given, the shares will be voted "FOR" the proposal to elect the
Board's nominees to the Board of Directors.

The entire cost of soliciting these proxies will be borne by the
Company. The solicitation of proxies may be made by directors, officers and
regular employees of the Company or any of its subsidiaries by mail, telephone,
facsimile or telegraph or in person without additional compensation payable with
respect thereto. Arrangements will be made with brokerage houses and other
custodians, nominees and fiduciaries to forward proxy soliciting material to the
beneficial owners of stock held of record by such persons, and the Company will
reimburse them for reasonable out-of-pocket expenses incurred by them in so
doing.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

At April 25, 2003 (the "Record Date"), the Company had outstanding
7,658,660 shares of common stock, par value $.001 per share ("Common Stock").
Each holder of Common Stock will have the right to one vote for each share
standing in such holder's name on the books of the Company as of the close of
business on the Record Date with respect to each of the matters considered at
the Meeting. There is no right to cumulate votes in the election of directors.
Holders of the Common Stock will not have any dissenters' rights of appraisal in
connection with any of the matters to be voted on at the Meeting.

The presence in person or by proxy of the holders of shares entitled to
cast a majority of the votes of all shares entitled to vote will constitute a
quorum for purposes of conducting business at the Meeting. Assuming that a
quorum is present, directors will be elected by a plurality vote. Pursuant to
Delaware corporate law, abstentions and broker non-votes will be counted for the
purpose of determining whether a quorum is present and do not have an effect on
the election of directors.

Based upon information available to the Company, the following
stockholders beneficially owned more than 5% of the Common Stock as of April 25,
2003.

NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
Albert W. Van Ness, Jr 808,974(1) 9.7%
80 Wesley Street
South Hackensack, New Jersey 07606

Thomas LoPresti 638,708(2) 8.3%
24-30 Skillman Avenue
Long Island City, New York 11101

William T. Beaury 638,708(2) 8.3%
3 Fairway Court
Upper Bronxville, New York 11771

Michael Brooks 455,416(3) 5.8%
80 Wesley Street
South Hackensack, New Jersey 07606

--------

(1) Includes 672,814 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 25, 2003.

(2) Includes 638,708 shares of Common Stock held by a company which is
jointly owned by Mr. Beaury and Mr. LoPresti, each of whom may be
deemed to be the beneficial owner of all of such shares.

(3) Includes 203,461 shares of Common Stock issuable upon the exercise of
options pursuant to the Employee Stock Compensation Program which are
exercisable within 60 days of April 25, 2003.

PROPOSAL ONE

ELECTION OF DIRECTORS

In accordance with the Company's Second Restated Certificate of
Incorporation and By-laws, the number of directors of the Company has been set
at nine. The By-Laws of the Company divide the Board into three classes and
create staggered three year terms for the members of each class to serve. At
each annual meeting, directors are elected to fill the directorship of the class
of directors whose terms have expired. Those directors shall hold office until
the third successive annual meeting after their election and until their
successors have been elected and qualified so that the term of office of one
class of directors expires at each annual meeting.

The current members of the Board of Directors of the Company are as
follows:

Class I (Term to expire in 2005) - Albert W. Van Ness, Jr., Thomas E.
Durkin III, and John A. Simourian.

Class II (Term to expire in 2003) - Jon F. Hanson, Michael Brooks, and
Matthew J. Morahan.

Class III (Term to expire in 2004) - Marilu Marshall, William T.
Brannan and John S. Wehrle.

All persons named herein as nominees for director, Jon F. Hanson,
Michael Brooks, and Matthew J. Morahan, have consented to serve, and it is not
contemplated that any nominee will be unable to serve as a director. However, if
a nominee is unable to serve as a director, a substitute will be selected by the
Board of Directors and all proxies eligible to be voted for the Board's nominees
will be voted for such other person.

The following individuals are nominated at this Annual Meeting of
Shareholders to serve as Class II directors with a term to expire in 2006:

Jon F. Hanson, Michael Brooks, and Matthew J. Morahan.

Set forth below for each nominee and for each director whose term
continues beyond this Meeting, is his name, age, the year in which he became a
director of the Company, his principal occupations during the last five years
and any additional directorships in publicly-held companies. The information is
as of April 25, 2003.

Nominees

Class II

Michael Brooks, 49, Director since 1995. Mr. Brooks has also served as
Group Operations President since December 2000. Mr. Brooks previously had been
the President of Silver Star Express, Inc., a subsidiary of the Company, since
November 1995. Prior to the merger of Silver Star Express, Inc. into the
Company, Mr. Brooks was President of Silver Star Express, Inc. since 1988. Mr.
Brooks has more than 25 years of experience in the same-day delivery and
distribution industries. In addition, Mr. Brooks is currently a member of the
Express Carriers Association and various other transportation associations.

Jon F. Hanson, 66, Director since 1997. Mr. Hanson has served as the
President and Chairman of Hampshire Management Company, a real estate investment
firm since December 1976. From April 1991 to the present, Mr. Hanson has served
as a director to the Prudential Insurance Company of America. In addition, Mr.
Hanson currently serves as a director with the United Water Resources and the
Orange and Rockland Utilities from April 1985 and September 1995, respectively.

Matthew Morahan, 53, Director since 2000. Mr. Morahan has been a
private investor since 1997. From 1994 until 1997, Mr. Morahan served as
Executive Vice President of the Macro Hedge Fund of Summit Capitol Advisors LLC.
Prior thereto, Mr. Morahan served as Managing Director of the High Yield
Department of Paine Webber Group from 1991 to 1994. From 1976 to 1990, he served
as Partner and Managing Director of Wertheim & Co. Mr. Morahan served as Vice
President of the Corporate Bond Department for Hornblower & Weeks, Hemphill,
Noyes & Co. from 1971 to 1976.

Continuing Directors

Albert W. Van Ness, Jr., 60, Director since 1995. Since January 1997
Mr. Van Ness has also served as the Chairman of the Board and Chief Executive
Officer. He was formerly the President and Chief Operating Officer of Club
Quarters, LLC, a privately held hotel management company and remains a member
partner. In the early nineties, Mr. Van Ness served as Director of Managing
People & Productivity, a senior management consulting firm. During most of the
eighties, Mr. Van Ness held various executive positions with Cunard Line
Limited, a passenger ship and luxury hotel company, including Executive Vice
President and Chief Operating Officer of the Cunard Leisure Division and
Managing Director and President of the Hotels and Resorts Division. Earlier in
his career Mr. Van Ness served as the President of Seatrain Intermodal Services,
Inc., a cargo shipping company. Mr. Van Ness held various management positions
at the start of his professional life with Ford Motor Company, Citibank and
Hertz. Mr. Van Ness majored in Sociology and Economics and received a B.A. and
M.A. degree and completed his coursework towards his doctorate in Economics. He
attended Duke University, Northern State University, South Dakota State
University and Syracuse University.

William T. Brannan, 55, Director since 1994. Mr. Brannan has also
served as President and Chief Operating Officer of the Company since November
1994. From January 1991 until October 1994, Mr. Brannan served as President,
Americas Region - US Operations, for TNT Express Worldwide, a major
European-based overnight express delivery company. Mr. Brannan has more than 25
years of experience in the transportation and logistics industry.

Thomas E. Durkin III, 49, Director since 1999. Mr. Durkin was appointed
as Vice President of Corporate Development, General Counsel and Secretary of
Capital Environmental Resource, Inc. in October 2001. He is also a partner to
Durkin & Durkin, a New Jersey based law firm, with whom Mr. Durkin practiced as
a partner from September 1978 until September 1997. Mr. Durkin served as a
consultant to Waste Management Inc., a multibillion dollar publicly held
international solid waste management company from January 2000 to September
2001. From October 1997 through December 1999, Mr. Durkin served as area Vice
President of Business Development of Waste Management Inc. In addition, Mr.
Durkin has served as a partner of two privately held real estate brokerage
companies. Mr. Durkin graduated from Fordham University in 1975 and graduated
Cum Laude from Seton Hall University School of Law in 1978.

Marilu Marshall, 58, Director since 1997. Vice President Human
Resources - North America for Estee Lauder Co. Inc. since October 1998. From
November 1987 until September 1998, Ms. Marshall served as Senior Vice-President
and General Counsel for Cunard Line Limited. Prior thereto, from July 1984 to
September 1987 Ms. Marshall served as the Vice-President and General Counsel of
GNOC, Corp., t/a Golden Nugget Hotel & Casino.

John A. Simourian, 68, Director since 1999. Mr. Simourian has served as
Chairman of the Board and Chief Executive Officer of Lily Transportation Corp.
("Lily"), a privately held truck leasing and dedicated logistics company, since
1958 when Mr. Simourian founded Lily. Lily currently employs approximately 750
employees and leases and or operates 4,000 vehicles out of 27 locations from New
England to North Carolina. Mr. Simourian attended Harvard University where he
received his undergraduate degree in 1957 and his graduate degree from the
Harvard Business School in 1961. In 1982 Mr. Simourian was elected to the
Harvard University Hall of Fame. Mr. Simourian also served in the United States
Navy from 1957 to 1959.

John S. Wehrle, 51, Director since 1997. Managing Director of Gryphon
Holdings, L.P. since January 1999. From August 1997 to December 1998, Mr. Wehrle
served as President and CEO of Heartland Capital Partners, L.P. Prior thereto,
Mr. Wehrle served as Vice President and Head of Mergers & Acquisitions for A.G.
Edwards & Sons, Inc. from July 1994 to July 1997. From 1989 to 1994 Mr. Wehrle
served as Vice President-Financial Planning for The Dyson-Kissner-Moran
Corporation where he was a key participant in acquisitions and corporate
development. He also served as Managing Director of Chase Manhattan Bank, N.A.
for three years from August 1986 to October 1989 where he was engaged in the
execution of Leveraged Acquisitions. From 1976 to 1986 Mr. Wehrle held various
positions with both Price Waterhouse and Touche Ross & Co. in both New York and
London.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR
DESCRIBED ABOVE.

BOARD ORGANIZATION AND MEETINGS

During the year ended December 31, 2002, the Board of Directors held
three meetings. During 2002, all members of the Board of Directors attended at
least 75% of all meetings of the Board of Directors and committees of the Board
of Directors of which such director was a member. The Company has standing
Audit, Compensation and Nominating Committees of the Board of Directors. Each of
the Committees is described below.

Audit Committee. During 2002, the Audit Committee met three times. The
Audit Committee is comprised of Mr. Wehrle, Chairman, Mr. Hanson, Mr. Simourian
and Mr. Durkin. The Audit Committee makes recommendations to the Board of
Directors with respect to the selection of the independent auditors of the
Company's financial statements, reviews the scope of the annual audit and meets
periodically with the Company's independent auditors to review their findings
and recommendations, reviews quarterly financial information and earnings
releases prior to public dissemination, and periodically reviews the Company's
adequacy of internal accounting controls.

Compensation Committee. During 2002, the Compensation Committee met
three times. The Compensation Committee is comprised of Ms. Marshall,
Chairperson, Mr. Wehrle, Mr. Morahan, and Mr. Durkin. The Compensation Committee
periodically reviews and determines the amount and form of compensation and
benefits payable to the Company's principal executive officers and certain other
management personnel. The Compensation Committee also administers the Company's
stock option plans and certain of the Company's other employee benefit plans.

Nominating Committee. During 2002, the Nominating Committee met once.
The Nominating Committee is comprised of Messrs. Van Ness, Chairman, Durkin and
Hanson. The Nominating Committee recommends nominations for outside directors,
considers candidates for director vacancies and other such management matters
presented to it by the Board of Directors. The Nominating Committee will
consider appropriate persons recommended by stockholders for election to the
Board of Directors. Stockholders wishing to submit such recommendations may do
so by sending a written notice to the Secretary of the Company together with
supporting information a reasonable period of time prior to the mailing of the
Company's Proxy Statement for the related Annual Meeting.

COMPENSATION OF DIRECTORS

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Effective in 1997, each director who is
not an employee of the Company received an annual retainer of $16,000 ($18,000
for any committee chairperson). The total directors fees earned by non-employee
directors in 2002 was $100,000. Directors of the Company are reimbursed for
out-of-pocket expenses incurred in their capacity as directors of the Company.
Non-employee directors also receive stock options under the Company's 2002 Stock
Option Plan for Independent Directors. The Company granted quarterly options of
1,250 shares at fair market value to each of the non-employee directors.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as of April 25, 2003 with
respect to beneficial ownership of the Common Stock by (i) each director, (ii)
each executive named in the Summary Compensation Table (the "Named Executives")
and (iii) all executive officers and directors as a group. Unless otherwise
indicated, the address of each such person is c/o CD&L, Inc., 80 Wesley Street,
South Hackensack, New Jersey 07606. All persons listed have sole voting and
investment power with respect to their shares unless otherwise indicated.

Amount of Beneficial Ownership (1)

Shares
Issuable
Upon Exercise
of Stock Total Percentage
Name Shares of Options (1) Shares Owned
---- ------ -------------- ------ -----

Albert W. Van Ness, Jr 136,160 672,814 808,974 9.7%
William T. Brannan 113,796 261,166 374,962 4.7%
Michael Brooks 251,955(2) 203,461 455,416 5.8%
Thomas E. Durkin III -- 15,000 15,000 *
Jon F. Hanson 64,000(3) 23,750 87,750 1.1%
Marilu Marshall -- 23,750 23,750 *
Matthew J. Morahan 232,008 10,000 242,008 3.2%
John A. Simourian -- 15,000 15,000 *
John S. Wehrle -- 22,500 22,500 *
Russell J. Reardon 74,238 171,250 245,488 3.1%
Jeremy Weinstein (4) 61,488 40,881 102,369 1.3%
All executive officers and
directors as a group (13
persons) 933,645 1,499,156 2,432,801 26.6%

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* Less than 1%

(1) Includes options granted pursuant to the Employee Stock Compensation
Program and the Director Plan, which are exercisable within 60 days of
April 25, 2003.

(2) Includes 3,500 shares held by Mr. Brooks' wife.

(3) Represents 64,000 shares held by Ledgewood Employees Retirement Plan of
which Mr. Hanson is a beneficiary.

(4) Resigned as of March 7, 2003.

EXECUTIVE COMPENSATION

The following table summarizes certain information relating to
compensation for services rendered during the years ended December 31, 2000,
2001 and 2002 to each person serving as the Chief Executive Officer of the
Company and each of the Company's four other most highly paid executive officers
whose compensation exceeded $100,000.

Long-Term
Annual Compensation Compensation (1)
---------------------------------------------------------------------
Awards
---------------------------------------------------------------------
Other Securities
Annual Underlying All Other
Compen Options/ Compen-
Name and Year Salary Bonus sation SARs sation
Principal Position ($) ($) ($)(2) (3) ($)
------------------------------ ------ ------------ -------------- ------------- ---------------- -------------

Albert W. Van Ness, Jr 2002 299,988 75,000 -- 25,000 --
Chairman and Chief 2001 288,119 173,625 -- 25,000 --
Executive Officer 2000 280,198 75,000(4) -- 25,000 --

William T. Brannan 2002 299,988 76,229 -- -- --
President and Chief 2001 275,764 39,375 -- -- --
Operating Officer 2000 241,760 10,000 -- 150,000 --

Michael Brooks 2002 239,077 61,525 -- -- --
Group Operations 2001 218,461 32,500 -- -- --
President 2000 193,454 10,380 -- 150,000 --

Russell Reardon 2002 200,000 51,201 -- -- --
Chief Financial Officer 2001 185,385 37,500 -- -- --
2000 167,231 5,975 -- 150,000 --

Jeremy Weinstein (5) 2002 167,981 26,525 -- -- --
Corporate Controller 2001 160,250 28,900 -- -- --
2000 149,369 19,392 -- -- --

-----------------
(1) The Company did not grant any restricted stock awards or stock
appreciation rights or make any long-term incentive plan pay-out during
the years ended December 31, 2000, 2001 and 2002.

(2) Excludes certain personal benefits, the total value of which was less
than the lesser of either $50,000 or 10% of the total annual salary and
bonus for each of the executives.

(3) Comprised solely of incentive or non-qualified stock options. See
"Stock Option Plans - Employee Stock Compensation Program and Year 2000
Stock Incentive Plan."

(4) Additional bonus earned for extension of his employment agreement.

(5) Resigned as of March 7, 2003

Employment Agreements; Covenants-Not-To-Compete

On or about November 15, 2002, Mr. Van Ness entered into an amended
Employment Agreement with the Company (the "2003 Agreement"). The 2003 Agreement
commenced on January 5, 2003 and continues through the close of business on May
1, 2005. The 2003 Agreement provides for an annual salary of $250,000 per year
subject to annual increases as determined by the Compensation Committee. In
addition, the 2003 Agreement provides for the right to receive an annual bonus
equal to up to 100% of Mr. Van Ness' then current base salary subject to the
Company attaining certain targets. Mr. Van Ness continues to serve as the
Company's Chairman of the Board and Chief Executive Officer.

The 2003 Agreement provides that, in the event of a termination of
employment by the Company for any reason other than "cause" or "disability" (as
defined in the 2003 Agreement) or by Mr. Van Ness as a result of a material
breach by the Company, then Mr. Van Ness will be entitled to receive for the
remainder of the term all base salary due, all annual bonuses and all other
benefits and prerequisites. In the event that Mr. Van Ness' employment
terminates within 360 days of a "change in control" (as defined in the 2003
Agreement), Mr. Van Ness will be entitled to receive two times the sum of his
then-current base salary and the highest annual bonus earned by him during his
employment with the Company (subject to certain limitations under the Internal
Revenue Code). Mr. Van Ness' employment agreement is subject to certain
non-competition, non-solicitation and anti-raiding provisions.

Effective as of May 1, 2000 Messrs. Brannan, Brooks and Reardon entered
into five year employment agreements with the Company. Salaries for those
individuals under the agreement in 2002 were, respectively, $300,000, $240,000
and $200,000.

Each agreement contains identical terms and conditions (other than
salary) including covenants against competition and change in control
provisions. The change in control provision provides that if the employment with
the Company is terminated for any reason by either the employee or the Company
within six months following a change in control of the Company, the employee
will be entitled to receive a lump sum payment equal to two (2) times the sum of
employee's then current base salary plus the highest annual bonus payment made
to the employee during his employment with the Company (subject to certain
limitations under the Internal Revenue Code). Each employment agreement also
contains non-competition covenants that will continue for two years following
termination of employment unless termination was by the Company without cause or
by the employee as a result of a breach of the employment agreement by the
Company in which event the covenants against competition will cease upon
termination of employment.

STOCK OPTION PLANS

Employee Stock Compensation Program and Year 2000 Stock Incentive Plan

In 1995 and 2000, the Board of Directors adopted, and the stockholders
of the Company approved, the Employee Stock Compensation Program and the Year
2000 Stock Incentive Plan, respectively, (together, the "Stock Option Plans") in
order to attract and retain qualified officers and employees of the Company, to
facilitate performance-based compensation for key employees and to provide
incentives for the participants in the Stock Option Plans to enhance the value
of the Common Stock. The Stock Option Plans are administered by the Compensation
Committee and authorize the granting of incentive stock options, non-qualified
supplementary options, stock appreciation rights, performance shares and stock
bonus awards to key employees of the Company including those employees serving
as officers or directors of the Company. The Company has reserved 1,900,000
shares of Common Stock for issuance in connection with the Employee Stock
Compensation Program and 2,100,000 shares of Common Stock for issuance in
connection with the 2000 Plan, of which approximately 2,193,847 shares from the
plans remain available for grant. Options granted under the Stock Option Plans
have an exercise price equal to the fair market value of the underlying Common
Stock at the date of grant and vest over a four-year period unless otherwise
agreed by the Compensation Committee of the Board of Directors at the time of
grant.

Stock Option Plan for Independent Directors

Outside directors receive options under the Company's 2002 Stock Option
Plan for Independent Directors (the "Director Plan"). The purpose of the
Director Plan is to help the Company attract and retain the most qualified
available individuals to serve as independent directors of the Company and to
encourage the highest level of participation by those persons in the Company's
achievement of its strategic goals. Under the Director Plan, an independent
director is granted an option to purchase 1,250 shares of Common Stock on each
Quarter Date, meaning the first day on which the Common Stock is traded on the
American Stock Exchange in January, April, July and October of each year. The
purchase price per share of Common Stock covered by each option is the fair
market value of a share of Common Stock on the date the option is granted.

An option granted to an independent director under the Director Plan
becomes fully exercisable as to 100% of the shares of Common Stock covered
thereby one year after the date of grant and may be exercised as to any or all
full shares of Common Stock as to which such option is then exercisable. The
term of each option is ten years from the date of grant. In order to be eligible
to participate in the Director Plan on any Quarter Date, a director must not be
an employee as of such Quarter Date.

The following table summarizes certain information relating to the grant of
stock options to purchase Common Stock to each of the executives named in the
Summary Compensation Table above.

OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)

Individual Grants
------------------------------------------------------------------------------------------------------------------
% of Total
Number of Options/SARs
Securities Granted to Exercise or Grant Date
Options/SARs Employees in Base Price Expiration Present
Name Granted(#) Fiscal Year ($/sh) Date Value $(2)
------------------------ ------------------ ------------------ -------------- ----------------- ------------------

Albert W. Van Ness, Jr. 25,000 71.4% $0.61 1/7/2012 $12,880
William T. Brannan -- -- -- -- --
Michael Brooks -- -- -- -- --
Russell J. Reardon -- -- -- -- --
Jeremy Weinstein -- -- -- -- --

-------------
(1) The Company did not grant any stock appreciation rights in 2002.

(2) The present value of the options granted was determined using the
Black-Scholes pricing model and based on the following assumptions: the
risk free interest rate was 4.3%, the expected term of the option was 7
years, the volatility factor was 101% and the dividend yield was 0.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES (1)

Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-The-Money Options/SARs
Shares Acquired Value FY-End (#) at FY-End ($)(3)
on Exercise Realized Exercisable/ Exercisable/
Name (#)(2) ($)(2) Unexercisable Unexercisable
-------------------------------- ----------------- --------------- ------------------------- ---------------------------

Albert W. Van Ness, Jr. -- -- 672,814/0 -/-

William T. Brannan -- -- 253,666/7,500 -/-

Michael Brooks -- -- 196,461/7,000 -/-

Russell Reardon -- -- 171,250/6,250 -/-

Jeremy Weinstein -- 38,381/4,375 -/-

-------------
(1) No stock appreciation rights have been granted by the Company.

(2) No options were exercised in 2002.

(3) As of December 31, 2002, the fair market value of a share of Common
Stock (presumed to equal the closing sale price as reported on the
American Stock Exchange) was $.60.

Equity Compensation Plan Information

The following table gives information about the Company's Common Stock that may
be issued upon the exercise of options and rights under the Company's 1995 and
2002 Directors Stock Option Plans, Employee Stock Compensation Program of 1995
and 2000 Stock Incentive Plan as of December 31, 2002. These plans were the
Company's only equity compensation plans in existence as of December 31, 2002.

---------------------------- ---------------------------- ---------------------------- ----------------------------
(c)
Number of Securities
(a) Remaining Available For
Number Of Securities To Be (b) Future Issuance Under
Issued Upon Exercise Of Weighted-Average Exercise Equity Compensation Plans
Outstanding Options, Price Of Outstanding (Excluding Securities
Plan Category Warrants and Rights Options, Warrants and Rights Reflected In Column (a))
---------------------------- ---------------------------- ---------------------------- ----------------------------

Equity Compensation Plans
Approved by Shareholders 1,933,653 $ 3.01 2,266,347

---------------------------- ---------------------------- ---------------------------- ----------------------------

Equity Compensation Plans
Not Approved by
Shareholders

---------------------------- ---------------------------- ---------------------------- ----------------------------

TOTAL 1,933,653 $ 3.01 2,266,347
=============== =========== ===========
---------------------------- ---------------------------- ---------------------------- ----------------------------

Employee Stock Purchase Plan

The Company has an employee stock purchase plan ("ESPP") intended to meet the
qualification for such a plan under applicable federal income tax laws. The
Company's ESPP was designed to provide employees of the Company with an
incentive to continue devoting their best efforts to the success of the Company,
and to afford the employees the opportunity to obtain a proprietary interest in
the continued growth and prosperity of the Company by purchasing shares of
Common Stock through payroll deductions. The number of shares available for
purchase under the ESPP as of December 31, 2002 was 121,626 shares of Common
Stock.

During the period when employees are permitted to make purchases, the purchase
price of the shares of Common Stock will be equal to 85% of the lesser of:

o the per share "Market Price" (as defined in the ESPP) at the
close of the business day prior to the beginning of the
Purchase Period (as defined in the ESPP); or

o the per share Market Price on the last day of the Purchase
Period.

In the event of a merger, consolidation or sale of substantially all of the
Company's assets, or other reorganization in which the Company is not the
surviving or acquiring corporation or in which the Company becomes a
wholly-owned subsidiary of another company, the Board of Directors will in good
faith, in its sole discretion seek to have the surviving or acquiring
corporation adopt the ESPP or, to the extent that rights granted under the ESPP
are not deemed to be granted until the last day of the applicable Purchase
Period, to settle the participating employees' rights by payment of cash or
other consideration. If neither can be arranged or if the Company is liquidated
or dissolved (other than pursuant to a sale of assets or other reorganization),
each participant may elect to (a) have the funds previously credited to his
account through payroll deductions applied in whole or in part toward the
purchase of a whole number of shares of Common Stock, or (b) have the funds
previously credited to his account through payroll deductions refunded to him in
cash, without interest.

SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors, certain
officers and persons holding more than 10% of a registered class of the
Company's equity securities to file with the Securities and Exchange Commission
and to provide the Company with initial reports of ownership, reports of changes
in ownership and annual reports of ownership of Common Stock and other equity
securities of the Company. The initial Form 3 for Mr. Anthony Guzzo was filed
late in April 2002. Based solely upon a review of such reports furnished to the
Company by its directors and executive officers, the Company believes that all
other Section 16(a) reporting requirements were timely fulfilled during 2002.

REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

Overview

The Company did not conduct any operations prior to November 1995 when it
acquired 11 companies (the "Subsidiaries") in the same-day and air delivery and
logistics services business (the "Combination"). As part of the Combination, the
Company entered into employment agreements with certain senior officers of the
Subsidiaries. In addition, the Company had previously entered into an employment
agreement with William T. Brannan prior to the Combination. The employment
agreement with Mr. Brannan was the product of arms-length negotiation between
Mr. Brannan and a committee of senior officers of the Subsidiaries.

Accordingly, when the Compensation Committee was formed upon the consummation of
the Company's initial public offering in November 1995, all executive officers
were subject to long-term (generally five year) employment agreements which
fixed the salaries and benefits (including stock options) to be initially
granted. Those contracts expired in 2000, and the Compensation Committee was
concerned during that year about retaining key management on a long term basis.
Mr. Van Ness also had an employment contract that expired in January 2000.
Accordingly, the Company entered into new agreements with all key management
during 2000.

In approaching new employment agreements for Mr. Van Ness and the other named
executive officers, the Compensation Committee viewed compensation of executives
as having three distinct parts, a current compensation program, a set of
standard benefits and a long-term benefit program. The current compensation
element focuses upon the executive officer's salary and is designed to provide
competitive reimbursement for services rendered. The Company's standard benefit
package consists primarily of health insurance benefits and eligibility for
annual bonuses based upon performance. The long-term benefit element is
reflected in the grants of stock options. As the most highly compensated
officers received significant grants in 2000, there were no grants in 2001 or
2002 other than the annual grants required under Mr. Van Ness' employment
contract and 10,000 stock options to other employees under the program. During
each of 2001 and 2002, the Compensation Committee approved amendments to the
Year 2000 Stock Incentive Plan to make options for an additional 375,000 shares
each year, for a total of 2,100,000 shares available for grant to ensure that
the Company could continue to provide stock options at levels at appropriate
levels to incentivize officers and other key employees.

Base Salary

Base salaries for the five highest paid executive officers of the Company for
2002 ranged from $167,981 to $299,988. Under the new employment agreements, base
pay was established at levels that were considered appropriate to retain the
Company's experienced management team and to be at competitive levels. While
base pay is important, the Company's compensation package also attempts to place
significant emphasis on other areas of compensation. Executive officers
understand that significant opportunities for substantial compensation lay in
annual bonus compensation and appreciation in the value of stock options.

Annual Incentive Plan

The incentive plan is designed to provide current compensation to selected key
employees who contribute in a substantial degree to the success of the Company.
Pursuant to the plan, executives selected by the Compensation Committee (with
the advice of the Chief Executive Officer) are entitled to cash bonuses in the
event that the Company achieves certain performance targets based upon Company
results, levels of responsibility and goals. In addition, the Chief Executive
Officer is entitled under his employment contract to a bonus based on
performance goals set with the Compensation Committee. Mr. Van Ness earned a
bonus of $75,000 for performance in 2002. The other named executives earned
bonuses ranging from $26,525 to $76,229 for the year.

Long-Term Incentive Plan

A shareholder-approved long-term incentive plan consisting of the grant of stock
options to key employees under the Company's 1995 Employee Stock Compensation
Program and the Year 2000 Stock Incentive Plan (the "Program") is designed to
focus executive efforts on the long-term goals of the Company and to maximize
total returns to stockholders. Stock options align the interest of employees and
stockholders by providing value to the executive through stock price
appreciation only. During 2002, the Company granted a total of 25,000 stock
options to Mr. Van Ness (as required under his employment contract) and 10,000
options to other employees under the program. The stock options granted during
2002 were granted at fair market value as of the date of grants, which was $.61
for the 25,000 options granted to Mr. Van Ness, and $.47 for the 10,000 options
granted to other employees under the program. No other options were granted in
2002 because the Compensation Committee believed that a sufficient number of
stock options had been issued to senior management in 2000. It is anticipated
that future stock option awards will be made at the discretion of the Plan
Committee (with the advice of the Chief Executive Officer).

All of the named officers (with the exception of Mr. Weinstein who resigned on
March 3, 2003) have change in control provisions as part of their employment
agreements, which generally provide for two times base salary plus the highest
annual bonus as a payment on a change in control which contain identical terms.
The Compensation Committee thought it was important for the Company to enter
into these arrangements in order to provide security to these officers in the
event of a change in control (as defined), to promote their continued
affiliation with the Company and to protect both the Company and the
shareholders by assuring continuity during a transition period related to any
change in control.

2002 Chief Executive Officer Pay

On or about November 15, 2002, Mr. Van Ness entered into an amended Employment
Agreement with the Company (the "2003 Agreement"). The 2003 Agreement commenced
on January 5, 2003 and continues through the close of business on May 1, 2005.
The 2003 Agreement provides for an annual salary of $250,000 per year subject to
annual increases as determined by the Compensation Committee. In addition, the
2003 Agreement provides for the right to receive an annual bonus equal to up to
100% of Mr. Van Ness' then current base salary subject to the Company attaining
certain targets. Mr. Van Ness continues to serve as the Company's Chairman of
the Board and Chief Executive Officer.

The employment agreement provides that, in the event of a termination of
employment by the Company for any reason other than "cause" or "disability" (as
defined in the 2003 Agreement) or by Mr. Van Ness as a result of a material
breach by the Company, then Mr. Van Ness will be entitled to receive for the
remainder of the term all base salary due, all annual bonuses and all other
benefits and prerequisites. In the event that Mr. Van Ness' employment
terminates within 360 days of a "change in control" (as defined in the 2003
Agreement), Mr. Van Ness will be entitled to receive two times the sum of his
then-current base salary and the highest annual bonus earned by him during his
employment with the Company (subject to certain limitations under the Internal
Revenue Code). Mr. Van Ness' employment agreement is subject to certain
non-competition, non-solicitation and anti-raiding provisions.

This report shall not be deemed incorporated by reference by any general
statement incorporating this Proxy Statement by reference to any filing under
the Securities Act of 1933, as amended, or under the Securities Exchange Act of
1934, as amended, and shall not be deemed filed under either of such acts except
to the extent that the Company specifically incorporates this information by
reference.

This report is furnished by the Compensation Committee of the Board of
Directors.

Marilu Marshall, Chair
Thomas E. Durkin III Matthew J. Morahan John S. Wehrle

Audit Committee Matters

Audit Committee Charter. The Board has adopted an amended Audit Committee
Charter to respond to new requirements under the Sarbanes-Oxley Act. The Charter
is attached as Exhibit A to the Company's Proxy Statement.

Independence of Audit Committee Members. The Common Stock is listed on the
American Stock Exchange and the Company is governed by the listing standards
applicable thereto. All members of the Audit Committee of the Board of Directors
have been determined to be "independent directors" pursuant to the definition
contained in of the American Stock Exchange listing standards ss.121(A).

Audit Committee Report. In connection with the preparation and filing of the
Company's Annual Report on Form 10-K for the year ended December 31, 2002.

(1) the Audit Committee reviewed and discussed the audited financial statements
with the Company's management;

(2) the Audit Committee discussed with the Company's independent auditors the
matters required to be discussed by SAS 61;

(3) the Audit Committee received and reviewed the written disclosures and the
letter from the Company's independent auditors required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and discussed with the Company's independent auditors any relationships that may
impact their objectivity and independence and satisfied itself as to the
auditor's independence; and

(4) based on the review and discussions referred to above, the Audit Committee
recommended to the Board that the audited financial statements be included in
the 2002 Annual Report on Form 10-K.

This report is furnished by the Audit Committee of the Board of Directors.

John S. Wehrle, Chairman
Jon F. Hanson John A. Simourian, Jr. Thomas E. Durkin, III

Appointment of Independent Auditors

Deloitte & Touche LLP served as the Company's independent auditors for
the fiscal year ended December 31, 2002. The Board of Directors has selected
Deloitte & Touche LLP ("Deloitte") as its independent auditors for the fiscal
year ended December 31, 2003. Representatives of Deloitte will be present at the
Meeting to answer questions. They will also have an opportunity to make a
statement if they desire and will be available to respond to appropriate
questions of the stockholders.

On August 5, 2002 the Board of Directors of the Company and its Audit
Committee dismissed Arthur Andersen LLP ("Andersen") as the Company's
independent public accountants and engaged Deloitte to serve as the Company's
independent public accountants for the balance of the fiscal year 2002.

Deloitte's report on the Company's consolidated financial statements
for the year ended December 31, 2002, and Andersen's reports on the Company's
consolidated financial statements for each of the years ended December 31, 2001
and 2000 did not contain an adverse opinion or a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.

During the years ended December 31, 2001 and 2000 and through August 5,
2002, with respect to Andersen and for the year ended December 31, 2002, with
respect to Deloitte & Touche, LLP there were no disagreements with the Company's
auditors on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to their
satisfaction, would have caused them to make reference to the subject matter in
connection with their report on the Company's consolidated financial statements
for such years; and there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.

During the years ended December 31, 2001 and 2000 and through the date
of the Board's decision, the Company did not consult with Deloitte with respect
to the application of accounting principles to a specified transaction, either
complete or proposed, or the type of audit opinion that might be rendered on the
Company's consolidated financial statements, or any other matters or reportable
events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Accounting Fees and Other Accounting Matters

Audit Fees. The Company was billed $199,000 for the audit of the Company's
annual financial statements for the year ended December 31, 2002 and for the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q filed during 2002.

Financial Information Systems Design Implementation Fees. The Company was billed
$0 for any professional services described in Paragraph (c) (4) (ii) of Rule
2-01 of the SEC's Regulation S-X (in general, information technology services)
rendered by the Company's principal accountant during the year ended December
31, 2002.

All Other Fees. The Company was billed $132,000 for non-audit services (other
than the non-audit services described above) rendered by the Company's principal
accountant during the year ended December 31, 2002.

Other Matters. The Audit Committee of the Board of Directors has considered
whether the provision of information technology services and other non-audit
services is compatible with maintaining the independence of the Company's
principal accountant.

Of the time expended by the Company's principal accountant to audit the
Company's financial statements for the year ended December 31, 2002, no time
involved work performed by persons other than the principal accountant's
full-time, permanent employees.

PERFORMANCE GRAPH

The following chart compares the cumulative total shareholder return on the
Company's Common Stock to the cumulative total return of the Standard & Poor's
500 Stock Index and the Dow Jones Transportation Index for the Year 1998, 1999,
2000, 2001 and 2002, assuming the investment of $100 on December 31, 1997 and
the reinvestment of all dividends since that date to December 31, 2001.

Comparison of Cumulative Total Return

------------------------------ --------------- --------------- -------------- --------------- --------------- ---------------
12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/31/2001 12/31/2002
------------------------------ --------------- --------------- -------------- --------------- --------------- ---------------

CD&L 100.00 126.25 145.00 17.50 14.00 24.00
------------------------------ --------------- --------------- -------------- --------------- --------------- ---------------
Dow Jones Transportation 100.00 94.49 82.41 91.79 87.26 76.68
------------------------------ --------------- --------------- -------------- --------------- --------------- ---------------
S&P 500 100.00 128.58 155.64 141.46 124.65 97.10
------------------------------ --------------- --------------- -------------- --------------- --------------- ---------------

The performance of the Company's Common Stock reflected above is not necessarily
indicative of the future performance of the Common Stock. The total return on
investment (change in the year-end stock price plus reinvested dividends) for
the period shown for the Company, the S&P 500 Index and the Dow Jones
Transportation Index is based on the stock price or composite index at December
31, 1997.

The performance chart which appears above shall not be deemed to be incorporated
by reference by any general statement incorporating this Annual Report by
reference into any filing under the Securities Act of 1933, as amended, or under
the Exchange Act of 1934, as amended, and shall not be deemed filed under either
of such Acts except to the extent that the Company specifically incorporates
this information by reference.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee is comprised currently of Ms. Marilu
Marshall, Chair, Mr. Thomas E. Durkin III, Mr. Matthew J. Morahan, and Mr. John
S. Wehrle. None of the Committee's members have been an officer or employee of
the Company. At present, no executive officer of the Company and no member of
its Compensation Committee is a director or compensation committee member of any
other business entity which has an executive officer that sits on the Company's
Board of Directors or Compensation Committee.

CERTAIN TRANSACTIONS

Real Estate Transactions

Mr. Brooks and members of his immediate family own various real estate
partnerships which lease properties to Silver Star, a subsidiary of the Company
for use as terminals in Valdosta, Georgia and Dayton, Ohio. In 2002, Silver Star
paid approximately $58,000 in rent for these properties. As of January 1, 2003,
the Company is obligated to pay rentals of approximately $63,000 for these
properties, which the Company believes to be the fair market rental value of the
properties.

Company Policy

In the future, transactions with officers, directors and affiliates of the
Company are anticipated to be minimal and will be approved by a majority of the
Board of Directors, including a majority of the disinterested members of the
Board of Directors, and will be made on terms no less favorable to the Company
than could be obtained from unaffiliated third parties.

STOCKHOLDER PROPOSALS

Any proposal intended to be presented by a stockholder at the 2004 Annual
Meeting of Stockholders must be received by the Company at the address specified
below no later than the close of business on December 31, 2003 to be considered
for inclusion in the Proxy Statement for the 2004 Annual Meeting and by March
16, 2004 in order for the proposal to be considered timely for consideration at
next year's Annual Meeting (but not included in the Proxy Statement for such
meeting). Any proposal should be addressed to Mark T. Carlesimo, Secretary,
CD&L, Inc., 80 Wesley Street, South Hackensack, New Jersey 07606 and should be
sent by certified mail, return receipt requested.

OTHER MATTERS

The Board of Directors does not know of any matters, other than those referred
to in the accompanying Notice for the Meeting, to be presented at the Meeting
for action by the stockholders. However, if any other matters are properly
brought before the Meeting or any adjournments thereof, it is intended that
votes will be cast with respect to such matters, pursuant to the proxies, in
accordance with the best judgment of the person acting under the proxies.

By Order of the Board of Directors

/s/ Mark T. Carlesimo
---------------------
Mark T. Carlesimo
Secretary

April 30, 2003

A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2002
ACCOMPANIES THIS PROXY STATEMENT. THE ANNUAL REPORT IS NOT TO BE REGARDED AS
PROXY SOLICITING MATERIAL NOR AS A COMMUNICATION BY MEANS OF WHICH ANY
SOLICITATION IS TO BE MADE.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON BEING SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE ANNUAL
REPORT OF THE COMPANY ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
(AS FILED WITH THE SEC), INCLUDING THE FINANCIAL STATEMENTS THERETO. ALL SUCH
REQUESTS SHOULD BE DIRECTED TO MARK CARLESIMO, SECRETARY, CD&L, INC., 80 WESLEY
STREET, SOUTH HACKENSACK, NEW JERSEY 07606.

EXHIBIT A

AUDIT COMMITTEE CHARTER

I. STATEMENT OF POLICY

The Audit Committee shall assist the Board of Directors (the "Board")
of CD&L, Inc. ("CD&L") in fulfilling its oversight responsibility by reviewing
the accounting and financial reporting processes of CD&L and its subsidiaries
(collectively, the "Company"), the Company's system of internal controls
regarding finance, accounting, legal compliance and ethics, and the audits of
the Company's financial statements. In so doing, it is the responsibility of the
Audit Committee to maintain free and open means of communications among the
Company's Board of Directors, outside auditors and senior management. The Audit
Committee's primary responsibilities and duties are:

o Serve as an independent and objective party to monitor the
Company's financial reporting process, internal control system
and disclosure control system.

o Review and appraise the audit efforts of the Company's
independent accountants.

o Assume direct responsibility for the appointment,
compensation, retention and oversight of the work of the
outside auditors and for the resolution of disputes between
the outside auditors and the Company's management regarding
financial reporting issues.

o Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities identified in Section IV of this Charter.

The Company shall be responsible for the providing the Audit Committee
with appropriate funding, as determined by the Audit Committee, in order to
compensate the outside auditors and advisors engaged by or employed by the Audit
Committee.

II. COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee shall consist of at least three "independent"
Directors of CD&L and shall serve at the pleasure of the Board. An "independent"
Director is defined as an individual who (a) is not an officer or salaried
employee or an affiliate of the Company, (b) does not have any relationship
that, in the opinion of the Board, would interfere with his or her exercise of
independent judgment as an Audit Committee member, (c) meets the independence
requirements of the Securities and Exchange Commission (the "SEC") and the
American Stock Exchange or such other securities exchange or market on which
CD&L's securities are traded and (d) except as permitted by the SEC and the
American Stock Exchange or such other securities exchange or market on which
CD&L's securities are traded, does not accept any consulting, advisory or other
compensatory fee from the Company.

This Page Intentionally Left Blank

CD&L shall use its best efforts to ensure that at least one member of
the Audit Committee shall be a "financial expert" as defined by the SEC and the
American Stock Exchange or such other securities exchange or market on which
CD&L's securities are traded. Each Audit Committee member must be able to read
and understand financial statements, including a balance sheet, income
statement, and cash flow statement.

The members of the Audit Committee shall be designated by the full
Board from time to time. The Board shall designate one member of the Audit
Committee to serve as chairperson of the committee.

III. MEETINGS AND MINUTES

The Audit Committee shall meet at least quarterly, with additional
meetings if circumstances require, for the purpose of satisfying its
responsibilities. The Audit Committee shall maintain minutes of each meeting of
the Audit Committee and shall report the actions of the Audit Committee to the
Board, with such recommendations as the Audit Committee deems appropriate.

IV. RESPONSIBILITIES AND DUTIES OF THE AUDIT COMMITTEE

The Audit Committee shall oversee and monitor the Company's accounting
and financial reporting process, internal control system and disclosure control
system, review the audits of the Company's financial statements and review and
evaluate the performance of the Company's outside auditors. In fulfilling these
duties and responsibilities, the Audit Committee shall take the following
actions, in addition to performing such functions as may be assigned by law, the
Company's certificate of incorporation, the Company's bylaws or the Board.

1. The Audit Committee shall assume direct responsibility for the
appointment, retention and oversight of the work of the
outside auditors and, when appropriate, the replacement of the
outside auditors. As part of the audit process, the Audit
Committee shall meet with the outside auditors to discuss and
decide the audit's scope. The Audit Committee shall determine
that the outside audit team engaged to perform the external
audit consists of competent, experienced, auditing
professionals. The Audit Committee shall also review and
approve the compensation to be paid to the outside auditors
and shall be authorized to compensate the outside auditors.

2. The Audit Committee shall take, or recommend that the full
Board take, appropriate action to ensure the independence of
the outside auditors. The Audit Committee shall require the
outside auditors to advise the Company of any fact or
circumstances that might adversely affect the outside
auditors' independence or judgment with respect to the Company
under applicable auditing standards. The Audit Committee shall
require the outside auditors to submit, on an annual basis, a
formal written statement setting forth all relationships
between the outside auditors and the Company that may affect
the objectivity and independence of the outside auditors. Such
statement shall confirm that the outside auditors are not
aware of any conflict of interest prohibited by Section 10A(l)
of the Securities Exchange Act of 1934 (the "Exchange Act").
The Audit Committee shall actively engage in a dialogue with
the outside auditors with respect to any disclosed
relationships or services that may impact the objectivity and
independence of the outside auditors.

3. The Audit Committee shall require the outside auditors to
advise the Audit Committee in advance in the event that the
outside auditors intend to provide any professional services
to the Company other than services provided in connection with
an audit or a review of the Company's financial statements
("non-audit services"); provided that such non-audit services
are not listed in Section 10A(g) of the Exchange Act
("prohibited services"). The Audit Committee shall approve, in
advance, any non-audit services to be provided to the Company
by the Company's outside auditing firm.

4. The Audit Committee shall obtain confirmations from time to
time from the Company's outside auditing firm that such firm
is not providing to the Company (i) any prohibited services,
or (ii) any other non-audit service or any auditing service
that has not been approved in advance by the Audit Committee.
The Audit Committee shall have the authority to approve the
provision of non-audit services that have not been
pre-approved by the Audit Committee, but only to the extent
that such non-audit services qualify under the de minimus
exception set forth in Section 10A(i)(1)(B) of the Exchange
Act. The Audit Committee shall record in its minutes and
report to the Board all approvals of non-audit services
granted by the Audit Committee.

5. The Audit Committee shall meet with the outside auditors, with
no management in attendance, to openly discuss the quality of
the Company's accounting principles as applied in its
financial reporting, including issues such as (a) the
appropriateness, not just the acceptability, of the accounting
principles and financial disclosure practices used or proposed
to be used by the Company, (b) the clarity of the Company's
financial disclosures and (c) the degree of aggressiveness or
conservatism that exists in the Company's accounting
principles and underlying estimates and other significant
decisions made by the Company's management in preparing the
Company's financial disclosures. The Audit Committee shall
then meet, without operating management or the outside
auditors being present, to discuss the information presented
to it.

6. The Audit Committee shall meet with the outside auditors and
management to review the Company's quarterly reports on Form
10-Q and annual report on Form 10-K and discuss any
significant adjustments, management judgments and accounting
estimates and any significant new accounting policies before
such forms are filed with the SEC. The Audit Committee shall
require the outside auditors to report to the Audit Committee
all critical accounting policies and practices to be used, all
alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with the Company's management, ramifications of the
use of such alternative disclosures and treatments, the
treatments preferred by the outside auditors and other
material written communications between the outside auditors
and the Company's management, including management's letters
and schedules of unadjusted differences.

7. Upon the completion of the annual audit, the Audit Committee
shall review the audit findings reported to it by the outside
auditors, including any comments or recommendations of the
outside auditors, with the entire Board.

8. The Audit Committee shall review all reports received from the
federal and state regulatory authorities and assure that the
Board is aware of the findings and results. In addition, it
will meet with the appropriate members of senior management
designated by the Audit Committee to review the responses to
the respective regulatory reports.

9. The Audit Committee shall consider and review with management:
(a) significant findings during the year and management's
responses thereto, including the status of previous audit
recommendations and (b) any difficulties encountered in the
course of their audits, including any restrictions on the
scope of activities or access to required information.

10. The Audit Committee shall consider and approve, if
appropriate, changes to the Company's auditing and accounting
principles and practices, as suggested by the outside auditors
or management, and the Audit Committee shall review with the
outside auditors and management the extent to which such
changes have been implemented (to be done at an appropriate
amount of time prior to the implementation of such changes as
decided by the Audit Committee).

11. The Audit Committee shall prepare a letter for inclusion in
the Company's proxy statement describing the discharge of the
Audit Committee's responsibilities.

12. The Audit Committee will review and update this Charter
periodically, at least annually, and as conditions may
dictate. The Audit Committee Charter shall be presented to the
full Board for its approval of any changes.

13. Commencing on such date as Section 102(a) of the
Sarbanes-Oxley Act of 2002 (the "Act") becomes effective, the
Audit Committee shall obtain confirmation from the outside
auditors at the commencement of each audit that such firm is a
"registered public accounting firm" as such term is defined
under the Act.

14. The Audit Committee shall have the authority to engage
independent counsel and other advisers as it determines
necessary to perform its duties.

15. The Audit Committee shall establish procedures for (i) the
receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or
auditing matters and (ii) the confidential, anonymous
submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.

16. The Audit Committee shall investigate or consider such other
matters within the scope of its responsibilities and duties as
the Audit Committee may, in its discretion, determine to be
advisable.

CD&L, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

JUNE 4, 2003

The undersigned hereby appoints William T. Brannan and Mark Carlesimo, and each
of them, attorneys and proxies with power of substitution, to vote for and on
behalf of the undersigned at the CD&L, Inc. Annual Meeting of Stockholders to be
held on June 4, 2003 and at any adjournments or postponements thereof (the
"Meeting"), upon the following matters and upon any other business that may
properly come before the Meeting, as set forth in the related Notice of Meeting
and Proxy Statement, both of which have been received by the undersigned.

This proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder. If this proxy is executed but no direction is made,
this proxy will be voted FOR the board's nominees for director.

PLEASE INDICATE YOUR VOTE ON THE OTHER SIDE.

(CONTINUED, AND TO BE DATED AND SIGNED, ON THE OTHER SIDE)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" PROPOSAL 1

Against all nominees
For all *(except as marked to
nominees the contrary below) Nominees:
-------------------- ------------------------ --------

1. Election of 3 Directors. Class II

Michael Brooks
Jon F. Hanson
Matthew Morahan

* To withhold authority for any individual nominees, print the nominee's name on
the line below.

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2. In their discretion, the above named proxies are authorized to vote upon such
other business as may properly come before the meeting or any adjournment
thereof and upon matters incident to the conduct of the meeting.

UNLESS OTHERWISE SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY, THIS
PROXY WILL BE VOTED FOR EACH OF THE BOARD'S NOMINEES FOR DIRECTOR.

Please sign this proxy and return it promptly whether or not you expect to
attend the meeting. You may nevertheless vote in person if you attend.

Signed:
-------------------------------------

Signed: Dated: , 2003.
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NOTE: Please sign exactly as your name appears hereon. Give full title if an
Attorney, Executor, Administrator, Trustee, Guardian, etc. For an account in the
name of two or more persons, each should sign, or if one signs, he should attach
evidence of his authority.