EXHIBIT 10.48 October 1, 1996 Celadon Group, Inc. 888 Seventh Avenue, Suite 402 New York, New York 10106 Gentlemen: Reference is made to that certain warrant, dated August 1, 1990, as amended by amendment No. 1 thereto, dated as of September 30, 1992,...

                                                                  EXHIBIT 10.48
October 1, 1996

Celadon Group, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000

Gentlemen:

Reference is made to that certain warrant, dated August 1, 1990, as amended by
amendment No. 1 thereto, dated as of September 30, 1992, a letter agreement,
dated December 22, 1993 and a letter agreement, dated October 25, 1995 (the
"Warrant"), entitling International Bancshares Corporation ("IBC") to purchase
shares of common stock, par value $0.033 per share, of Celadon Group, Inc., a
Delaware corporation (the "Company"). Capitalized terms used herein and not
defined herein have the meanings ascribed to them in the warrant.

Your execution of this letter in the space provided below shall indicate the
Company's agreement with IBC that the Exercise Period of the Warrant shall be
amended to expire at 5:00 p.m., New York time, on November 1, 1997. Except as
hereby expressly amended, the terms and provisions of the Warrant remain in full
force and effect.

                                           Very truly yours,

                                           INTERNATIONAL BANCSHARES CORPORATION

                                           By: /s/ Xxxxxx X. Xxxxx
                                               --------------------------------
                                               Xxxxxx X. Xxxxx
                                               President

 Accepted and Agreed to by
 CELADON GROUP, INC.

By:/s/ Xxxxxxx Xxxxxxx
   -------------------------
     Xxxxxxx Xxxxxxx
     Chairman of the Board and
     Chief Executive Officer

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