SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Exeter Capital Partners IV, L.P. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND FL. (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CD&L INC [ CDV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/03/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.001 per share	07/03/2006(1)(2)(3)(4)		J		656,168	D	$0(1)(2)(3)(4)	0	I	See note(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	$1.016	07/03/2006(1)(2)(3)(4)		J			131,234	04/14/2004	(6)	Common Stock, par value $.001 per share	1,312,340	(1)(2)(3)(4)	0	I	See note(5)
Warrants to purchase Common Stock	$0.001	07/03/2006(1)(2)(3)(4)		J			168,750	01/29/1999	01/29/2009	Common Stock, par value $.001 per share	168,750	(1)(2)(3)(4)	0	I	See note(5)

1. Name and Address of Reporting Person* Exeter Capital Partners IV, L.P. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND FL. (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Exeter IV Advisors, L.P. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND STREET (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Exeter IV Advisors, Inc. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND STREET (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Exeter Venture Advisors, Inc. (Last) (First) (Middle) 10 EAST 53RD STREET, 32ND STREET (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fox Keith R (Last) (First) (Middle) 85 MERRIMAC STREET (Street) BOSTON MA 02114 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As of March 27, 2006, the United States Small Business Administration (the "SBA"), in its capacity as court-appointed receiver for Exeter Venture Lenders, L.P., a Delaware limited partnership, had become the record and a beneficial owner of the following securities: (i) 65,617 shares of Series A Preferred Stock of the Issuer, (ii) warrants to purchase up to 84,375 shares of common stock of the Issuer and (iii) 328,084 shares of common stock of the Issuer (collectively, with (i) and (ii) above, the "SBA Securities").

2. Each of Exeter Capital Partners IV, L.P., Exeter IV Advisors, L.P., Exeter IV Advisors, Inc. and Keith R. Fox (collectively, "Exeter") disclaims beneficial ownership of the SBA Securities as of such time for purposes of Sections 16(a) and 16(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), because none of Exeter had any voting or dispositive power in respect of any of the SBA Securities, nor did any of Exeter have a pecuniary interest in the SBA Securities.

3. As of July 3, 2006, the SBA transferred the SBA Securities to Exeter Capital Partners IV, L.P. for an aggregate price of $2,246,277.15 (the "SBA Transfer"). As of that date, neither Exeter Venture Lenders, L.P. nor Exeter Capital Partners IV, L.P. beneficially owned more than 10% of the Issuer's common stock for purposes of Sections 16(a) or 16(b) of the Exchange Act, in accordance with the information provided by the Issuer in its Quarterly Report on Form 10-Q, filed with the Commission on May 15, 2006. Accordingly, neither Exeter Venture Lenders, L.P. nor Exeter Capital Partners IV, L.P. was subject to Section 16(b) liability in connection with the SBA Transfer.

4. Immediately following the SBA Transfer, as of July 3, 2006, Exeter transferred the SBA Securities to Velocity Express Corporation ("Velocity") in exchange for 2,465,418 shares of common stock of Velocity. As of July 3, 2006, Exeter additionally transferred (i) 65,617 shares of Series A Preferred Stock of the Issuer, (ii) warrants to purchase up to 84,375 shares of common stock of the Issuer and (iii) 328,084 shares of common stock of the Issuer to Velocity in exchange for (i) a 12% Senior Secured Note of Velocity in the aggregate principal amount of $3,205,000 due 2010 and (ii) a warrant to purchase up to 1,105,725 shares of common stock of Velocity. For more details concerning these transactions, see Exeter's Schedule 13D with respect to Velocity, filed with the Commission on July 13, 2006.

5. Exeter Capital Partners IV, L.P. directly owned the securities. Exeter IV Advisors, L.P. is the general partner of Exeter Capital Partners IV, L.P. Exeter IV Advisors, Inc. is the general partner of Exeter IV Advisors, L.P. Keith R. Fox is the 100% shareholder of Exeter IV Advisors, Inc. Exeter IV Advisors, L.P., Exeter IV Advisors, Inc. and Keith R. Fox indirectly beneficially owned the securities. Because Exeter Venture Lenders, L.P. is under the receivership of the SBA, it is not included as a Reporting Person on this joint filing of Form 4.

6. These securities did not have an expiration date.

	/s/ Keith R.Fox, EXETER CAPITAL PARTNERS IV, L.P.	08/17/2006
	/s/ Keith R.Fox, EXETER IV ADVISORS, L.P.	08/17/2006
	/s/ Keith R.Fox, EXETER IV ADVISORS, INC.	08/17/2006
	/s/ Keith R. Fox, EXETER VENTURE ADVISORS, INC.	08/17/2006
	/s/ Keith R. Fox, Keith R. Fox	08/17/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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