Exhibit 10.9


                                 AMENDMENT TO
                              TRANSIT GROUP, INC.
                           1998 STOCK INCENTIVE PLAN

     THIS AMENDMENT, is made this 16/th/ day of May, 2001, by TRANSIT GROUP,
INC. (the "Corporation"), to the Corporation's 1998 Stock Incentive Plan (the
"1998 Plan").

                               R E C I T A L S:
                               - - - - - - - -

     WHEREAS, the Board of Directors of the Corporation has deemed it advisable
to amend the 1998 Plan as set forth below.

     NOW, THEREFORE, IT IS DECLARED that, effective May 16, 2001, the 1998 Plan
shall be and is hereby amended as follows:

     1.  Section 4(a) of the 1998 Plan shall be amended by deleting Section 4(a)
and inserting the following Section 4(a) in lieu thereof:

         "4.  Shares of Stock Subject to the Plan; Award Limitations.
              ------------------------------------------------------

              (a)   Subject to adjustments as provided in this Section 4, the
         number of shares of Common Stock that may be issued pursuant to Awards
         shall be the sum of (i) 32,000,000 plus (ii) one percent (1%) of the
         total issued and outstanding shares of Common Stock determined as of
         December 31 for each year that the Plan is in effect. Such shares shall
         be authorized but unissued shares or treasury shares of the Corporation
         or shares purchased on the open market. Notwithstanding the foregoing,
         the maximum number of shares of Common Stock that may be issued
         pursuant to Incentive Options shall be 32,000,000 shares."

     2.  Except as specifically amended herein, all other provisions of the 1998
Plan shall remain in full force and effect.

     IN WITNESS WHEREOF, this Amendment is executed on behalf of Transit Group,
Inc. as of the day and year first above written.


                                                   TRANSIT GROUP, INC.


                                                   By: /s/ Philip A. Belyew
                                                       ---------------------
                                                       Philip A. Belyew


ATTEST:


/s/ James G. Overley
- ------------------------
James G. Overley


              [CORPORATE SEAL]