<PAGE> 54

EMPLOYMENT AGREEMENT


This Agreement is effective as of November 1, 1994, by and between The 
Harper Group, Inc., a Delaware corporation ("Harper") and Kim Wertheimer 
("Employee").

Harper wishes to transfer Employee from Dallas, Texas to San Francisco, 
California and Employee is willing to accept such transfer on a full-
time basis upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and mutual covenants 
hereinafter set forth and the consideration described in this Agreement, 
Harper and Employee hereby agree as follows:

1.    Nature of Agreement:

      1.1.    Employment.     Harper agrees to transfer Employee, and 
Employee agrees to accept such transfer by Harper upon the terms and 
conditions herein provided.

      1.2.    Cancellation of Prior Offers.     Any and all prior 
contracts of employment or offers or representations with respect 
thereto are hereby canceled and void in all their terms and conditions.  
This provision shall not pertain to any stock option or non-solicitation 
agreements previously entered into with Employee.

2.    Terms and Duties:

      2.1.    Term of Employment.     The employment of Employee under 
this Agreement shall be for three (3) years and is terminable as more 
particularly set forth in Article 6 ("Termination").

      2.2.     Location.     Employee's location of employment shall be 
in San Francisco.  Employee's location of employment may be changed only 
upon the mutual consent of Employee and Harper.

      2.3.     Position and Primary Responsibility.     Employee shall 
serve as Senior Vice President, Global Logistics Management, Circle 
international, Inc.  In such capacity, he shall be responsible for all 
areas reasonably requested by the Chief Executive Officer of Harper and 
he shall report to the Chief Executive Officer.

     2.4.       Exclusivity.     During the employment term, Employee 
shall devote his full time, attention, energies, and best efforts 
exclusively to the performance of his duties for and on behalf of 
Harper.

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3.   Compensation:

     3.1.       Base Salary.    Employee shall receive a base salary of 
$14,000 per month, which shall be subject to an annual performance 
review.

     3.2.         Bonus.        For 1995 and thereafter, Employee shall 
receive an annual bonus in an amount equal to 1/4 of 1% of Harper's 
income from operations ("operating income"), on the condition that the 
operating income is at least 110% of the previous year's.  In any event, 
Wertheimer shall be entitled to an annual minimum guaranteed bonus of 
$45,000 per year.  Attached as Exhibit A is the Company's Income 
Statement in which operating income as defined herein is reported.  In 
the event of an acquisition or merger increasing Harper's operating 
income above that recorded for 1994, any bonus based on this additional 
income shall be subject to the reasonable discretion of the Chief 
Executive Officer.  Subject to the provisions of Section 6.3b below, 
each bonus payment hereunder is due on the condition that Wertheimer is 
employed with the Company when the company-wide annual bonuses are paid.

       3.3.     Payment.     All compensation to Employee hereunder 
shall be paid in accordance with all relevant Harper directives, rules, 
and regulations and cost accounting policies in effect from time to time 
and shall be subject to all applicable employment and withholding taxes.

4.    Other Employment Benefits:

      4.1.    Harper's insurance and benefit plans will be available to 
Employee and his dependents on the same basis as it is currently 
provided.

     4.2.      Employee will receive each year a three-week paid 
vacation.

     4.3.     Employee also will be entitled to participate in the 
Harper 401-K plan, profit sharing plan, and stock option plans.  
Effective November 1, 1994 Wertheimer has been granted options to 
purchase 15,000 shares of Harper Group common stock pursuant to the 
Company's Omnibus Equity Incentive Plan.  For each year in which this 
Employment Agreement is effective pursuant to Section 2.1. above, 
Wertheimer shall be entitled to a grant of options to purchase 15,000 
shares of common stock under the Company's then existing stock option 
plan.

    4.4.    The Company will pay all of Wertheimer's reasonable moving 
expenses for him and his immediate family to move from Dallas, Texas to 
the San Francisco Bay Area in an amount not to exceed $20,000 upon 
presentation of reasonable invoices for moving expenses.

    4.5.     The Company will loan Wertheimer the amount of $100,000 to 
assist with housing costs, which shall include real estate brokerage 
costs, points and a down payment for the purchase of a home in the San 
Francisco Bay Area.  This amount 

<PAGE> 56
will be due to Wertheimer when he provides to Harper a fully executed 
real estate purchase and sale contract, regardless of whether this 
agreement has expired without renewal at the time Wertheimer requests 
said funds.  The unpaid principal of the loan will bear interest at six 
percent (6%) per annum and shall be evidenced by a promissory note.  The 
principal and accrued interest of the loan will be forgiven in equal 
annual installments, over five years, with the date of advancement of 
the $100,000 as the anniversary date, as long as Wertheimer remains an 
employee of the Company.  The entire unpaid balance shall be forgiven if 
Wertheimer's employment is terminated without cause or in the event of 
Wertheimer's death or permanent disability.  The entire unpaid balance 
shall be accelerated and immediately due and owing upon either 
Wertheimer's voluntary resignation as an employee or termination of 
employment with cause.  The balance outstanding will not be accelerated 
in the event this Agreement expires without renewal as long as 
Wertheimer remains an employee of the Company.  To the extent the 
forgiveness of the above loan is a taxable event, Harper will take the 
required action to pay 50% of all of the projected additional tax 
imposed on Wertheimer based on the appropriate and applicable federal 
and state tax rates for Wertheimer.

5.     Additional Obligations of Employees During and After Employment:

     5.1.    Non-Competition.    So long as Employee is employed by 
Harper, Employee will engage in no other business activities directly or 
indirectly which are or may be competitive or which might place him in a 
competing position to that of Harper or any parent, affiliated, or 
subsidiary company of Harper without the written consent of the Chief 
Executive Officer.  Employee shall make written disclosure to the Chief 
Executive Officer of Harper of any activity in which he is engaging or 
plans to engage which directly or indirectly might be competitive or 
which might place him in a competing position to that of Harper or any 
of its affiliated or subsidiary companies.  The obligation to make such 
written disclosure extends to all activity by which Employee is making 
preparations to compete with Harper.

     5.2.    Records.     All records, files, documents, and the like, 
or abstracts, summaries, or copies thereof, relating to the business of 
Harper or the business of any of Harper's parent, subsidiary, or 
affiliated companies, which Harper or Employee shall prepare or use or 
come into contact with, shall remain the sole property of Harper or the 
affiliated or subsidiary company, as the case may be, and shall not be 
removed from the premises without the written consent of Harper, and 
shall be promptly returned to Harper upon termination of employment.

     5.3.   Customers of Harper.    If Employee personally or through 
any employees or departments under Employee's direction has been 
responsible for and/or participated in any contracts, assignments, or 
follow-ons to such contracts or assignments for customers of Harper in 
the normal course of Harper's business, and/or if proposals to engage in 
such contracts and /or assignments have been submitted or actively 
solicited by Harper within two years prior to the date of termination, 
Employee shall not solicit, 

<PAGE> 57
provide services or information to, work for, provide consulting 
services to, or in any way be engaged by any such customer for a period 
of one year after termination of employment hereunder.  Employee 
understands, acknowledges, and agrees that such customers are developed 
and maintained by Harper through the use of confidential, proprietary, 
and/or trade secret information to which Employee may have access during 
his employment term.  Additionally, Employee shall remain bound by the 
terms of the Non-Solicitation Agreement dated August 19, 1992 attached 
hereto as Exhibit B.  Any compensation due under that Agreement shall be 
paid when due, in addition to any other compensation provided for in 
this Agreement.

      5.4.    Enforcement.     In addition to the remedies provided in 
Article 9 ("Arbitration"), Harper shall be entitled to equitable relief, 
including provisional and final injunctive relief, to enforce the terms 
of this Article 5 ("Additional Obligations of Employee During and After 
Employment").

6.    Termination:

     6.1.   Immediate Termination of Employment by Harper.  Harper may 
immediately terminate this Employment Agreement at any time under the 
following conditions:

     a.    Upon the Employee's death or incapacity.  In such case, 
Employee's compensation shall be calculated through the last day of the 
month in which said death or incapacity occurred, and paid to Employee, 
his heirs or estate;

     b.    The conviction of any felony or of a misdemeanor involving 
fraud or dishonesty, and/or the commission or omission of acts deemed to 
be fraudulent or materially dishonest.  In such case, compensation shall 
be calculated through the last day actually worked by Employee.

     6.2.  Termination of Employment for Cause.  Harper may terminate 
Employee's employment for cause, which shall include, without 
limitation, a breach of any of the material terms of this Agreement, a 
material and repeated failure to follow either general corporate 
policies or the reasonable instructions of the Chief Executive Officer 
of Harper, or any of the conditions set out above in Paragraph 6.1.  
Employee shall be given reasonable notice of any of the grounds for 
termination of employment for cause, and shall be given the opportunity 
to discuss and address such notice with the Chief Executive Officer.

     6.3.   Termination of Employment Without Cause.

      a.   In the event of termination without cause, or constructive 
termination by a material change in the responsibilities of Employee, or 
by a change in the location of Employee's employment, Employee's sole 
remedy shall be an entitlement to receive his base monthly compensation 
in each of the twelve (12) months from the date of 

<PAGE> 58
termination. During which time Employee shall accept no other employment 
without the consent of Harper, which consent shall not be unreasonably 
withheld.  Any amounts received during such twelve (12) month period 
from a subsequent employer shall be in mitigation of Harper's 
responsibilities to make payment hereunder, and shall be offset against 
amounts due by Harper.

       b.    In the event of either termination without cause or a 
failure to renew this Agreement as provided for below, Employee shall be 
entitled to receive a pro-rata share of the incentive payment, if any, 
earned by him that fiscal year, based on the number of days worked prior 
to termination as the numerator and 365 days as the denominator. 
Employee shall not be entitled to an incentive payment if his employment 
has been voluntarily terminated by him or terminated by Harper with 
cause.

       c.   In the event that Harper fails to renew this Agreement on 
substantially similar terms for reasons without cause, Employee shall be 
entitled to receive his base monthly compensation in each of the twelve 
(12) months from the date of expiration of this Agreement, subject to 
Harper's right to offset in Paragraph 6.3.a above, and the pro-rata 
share of the incentive payment, if any, earned as provided for above.

       6.4.   Termination of Employment by Employee.    Employee may 
terminate his employment at Harper at any time with or without cause 
during the term of this Agreement. However, any such termination must be 
made upon the giving of sixty (60) days written notice to Harper's Chief 
Executive Officer. Employee shall be entitled to convert company 
insurance plans in accordance with applicable federal and state laws 
upon such termination.

       6.5.    Effect of Termination.    Except as otherwise provided 
herein, termination of employment shall terminate all obligations of 
Harper pursuant to this Agreement. Termination of employment shall 
result in immediate termination of Employee's employment term.

7.     Entire Agreement:

      7.1.     This Agreement is to be considered in conjunction with 
the Non-Solicitation Agreement attached hereto as Exhibit B and the 
Incentive Stock Option dated November 1, 1994.  These Agreements 
constitute the entire understanding of the parties hereto and supersedes 
any and all prior agreements and understandings, whether oral or 
written, between the parties.  This Agreement may be modified only by 
agreement in writing executed by Employee and the Chief Executive 
Officer of Harper.  This Agreement may not be modified by any implied 
understanding or agreement, notwithstanding any statements or conduct of 
the parties occurring subsequent to the formation of this Agreement.

<PAGE> 59

8.    Miscellaneous:

      8.1.    Interpretation of this Agreement.  This Agreement shall be 
interpreted in accordance with the plain meaning of its terms and not 
strictly for or against either party hereto.

      8.2.    Variation.  Any variation in salary or conditions which 
may occur after the effective date of this Agreement shall not 
constitute a new agreement, but the terms and conditions of this 
Agreement, except as to such variation, shall continue in force.

      8.3.   Unenforceability.  The unenforceability or invalidity of 
any paragraph or subparagraph, or portion thereof, of this Agreement 
shall not affect the enforceability and validity of the balance of this 
Agreement.

      8.4.     Collateral Documents.  Each party hereto shall make, 
execute, and deliver such other instruments or documents as may be 
reasonably required in order to effectuate the purposes of this 
Agreement.

      8.5.    Written Policies and Procedures.  The written policies and 
procedures of Harper or its parent company, The Harper Group, Inc., 
where not in contradiction to or superseded by this Agreement, as from 
time to time amended shall be binding upon and adhered to by Employee. 
Copies of said policies and procedures are available to Employee in the 
offices of The Harper Group, Inc.  Nothing in said written policies and 
procedures of The Harper Group, Inc. shall in any way be construed to 
alter, amend, or modify the termination provisions set forth in Article 
6 herein above.

      8.6.      Notice to Prospective Employers.  Employee agrees that 
he shall provide prospective employers of Employee a copy of this 
Employment Agreement prior to accepting any offers of employment made by 
said prospective employers during the period one year following the date 
that Employee's employment hereunder terminates.  If Employee does not 
upon demand of Harper provide adequate proof that he has complied with 
this obligation, Employee agrees that Harper may in its sole discretion 
and without recourse by Employee provide any employer to whom Employee 
was obliged to provide this Agreement with a copy hereof.

      8.7.      Notices.  Any notices to be given hereunder to any party 
must be in writing and must be effected by personal delivery or by 
registered or certified mail, postage pre-paid with return receipt 
requested.  Mailed notices shall be directed to the parties at the 
addresses appearing below.  Each party may change his address by giving 
written notice in accordance with this section.  Notices delivered 
personally shall be deemed communicated as of actual receipt; mailed 
notices shall be deemed communicated as of three (3) business days after 
deposit with the United States Postal Service.

<PAGE> 60

EMPLOYER:                           EMPLOYEE:

The Harper Group, Inc.              Kim Wertheimer
260 Townsend Street                 260 Townsend Street
San Francisco, CA 94107             San Francisco, CA 94107

      8.8.      Assignment.  None of the obligations or duties or rights 
or benefits arising under this Agreement may be assigned or delegated by 
Employee, in whole or in part, without the prior written consent of the 
Chief Executive Officer of Harper.

      8.9.    Gender and Number.  Whenever the context of this Agreement 
permits, the masculine, feminine, and neuter shall each include the 
other, and the singular shall include the plural.

9.    Arbitration:

      9. 1.     In the event there is any dispute arising out of 
Employee's employment with Harper, the termination of that employment, 
or this Employment Agreement, whether such dispute gives rise or may 
give rise to a cause of action in contract or tort or based on any other 
theory or statute, including without limitation for breach of the 
covenant of good faith and fair dealing or employment discrimination, 
Employee and Harper agree to submit exclusively such dispute to final 
and binding arbitration pursuant to the provisions of Title 9 of Part 
III of the California Code of Civil Procedure, commencing at Section 
1280, et seq., or any successor or replacement statutes, upon a request 
submitted in writing to the party to this employment agreement within 
six (6) months of the date of the dispute arose or the termination of 
Employee's employment, whichever occurs first.  The failure to timely 
request arbitration hereunder shall constitute a complete waiver of all 
rights to raise any claims in any forum arising out of any dispute 
described herein.  The limitations period set forth herein shall not be 
subject to tolling, equitable or otherwise.  The parties agree that such 
arbitration shall be the exclusive remedy for any dispute described 
herein.  The parties further agree that, except as specifically provided 
otherwise herein, in arbitration the exclusive remedy for alleged 
violation of the terms, conditions, or covenants of employment, 
including this employment agreement, and for any harm alleged in 
connection with any dispute subject to arbitration hereunder shall be a 
money award not to exceed the amount of actual contract damages less any 
proper offset for mitigation of such damages, and the parties shall not 
be entitled to any other remedy at law or in equity including but not 
limited to other money damages, punitive damages, specific performance, 
and/or injunctive relief.  Prior to submitting any dispute to 
arbitration hereunder, the parties shall attempt to settle such dispute 
themselves.  The arbitrator shall not have the power to alter, amend, or 
modify any of the provisions of this employment agreement.  Nothing 
herein shall be construed to abridge any of Employee's rights to seek 
workers' compensation benefits.

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IN WITNESS WHEREOF, the parties hereto have executed this agreement on 
the day and year above written.


THE HARPER GROUP, INC.



By: 


/S/ KIM WERTHEIMER