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EXHIBIT 10.12
                             MEMORANDUM


TO:            Steve Leonard

FROM:          Bob Kennis

DATE:          July 31, 1997



     This sets forth our agreement.

1.   You   will  remain  as  an  officer  of  the  subsidiary  Circle
     International,  Inc.  in the position of President  and  C.E.O.,
     Global   Transportation  Resources  reporting  to  the   Company
     Chairman.   You will not be a corporate officer.  This  position
     will  be  available through November 30, 1997, and you  will  be
     entitled to your present base salary and car allowance.

2.   As  of  December  1,  1997 or your obtaining  other  employment,
     whichever  is earlier, you shall resign your position  with  the
     Company.  Other than as set forth in paragraphs 3, 4,  5  and  6
     below the Company will have no further obligation to you.

3.   From  December  1, 1997 (or the earlier date if  you  leave  the
     Company voluntarily) through July 31, 1998 you shall be  a  non-
     exclusive   consultant  to  the  Company  providing  advice   as
     available  on global purchasing, pricing and carrier  and  other
     strategic  issues.   You  and  the Company  will  enter  into  a
     consulting agreement memorializing this, which will also contain
     provisions   regarding  confidentiality,  the   prohibition   of
     soliciting   employees  and  accounts  (for  freight  forwarding
     purposes,   not  airline  carrier  purposes),  non-disparagement
     internally  and  externally (this will be a mutual  obligation),
     litigation  cooperation and assistance, and a mutual release  of
     all claims.

4.   During  the period of your employment through the period of  the
     consultancy agreement, you shall be entitled to exercise at  any
     time  subject  to  standard  legal  restrictions  41,666  vested
     options to purchase stock.  From May 1, 1998 through

     July  31,  1998 only, you shall be entitled to exercise  another
     25,000  options  pursuant to the terms of your  existing  option
     agreement on the condition that you have substantially  complied
     with  the covenants of the consulting agreement.  You shall have
     no other rights under that agreement.  If the Company terminates
     the  consulting  agreement, then these options shall  accelerate
     and  you shall have thirty days within the notice of termination
     to  exercise  any  unexercised  options,  including  the  25,000
     options referenced above.

5.   During  the  consulting period referred to  above,  the  Company
     shall  pay  your  Cobra  and  Life Insurance  conversion  costs,
     through  the earlier of your obtaining other employment or  July
     31, 1998

6.   The  balance  outstanding under the Promissory Note attached  as
     Exhibit 1 shall be paid the earlier of either your selling  your
     residence  in  Woodside or your exercising all of your  options.
     Interest  will continue to accrue under the note.  As  security,
     you  will provide the Company with a deed of trust against  your
     residence.

7.   Other  than as set forth in this Agreement, Circle International
     Group,  Inc.  and its subsidiaries and officers (the  "Company")
     will  have no further obligations to you, and you will  have  no
     further   obligations  to  the  Company.   Any  other   previous
     agreements  are superseded by this Agreement.  The  Company  and
     Leonard  hereby  mutually waive and release any and  all  claims
     against  the other, except for claims arising from a  breach  of
     this Agreement.

8.   The  terms of this Agreement shall remain strictly confidential,
     unless Leonard or the Company deems that it is required to  make
     an appropriate disclosure under SEC rules.

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9.   Each  party  agrees  that this agreement is enforceable  without
     defense,  is  voluntarily entered into, and  is  the  result  of
     amicable settlement discussions.

      Each  party has signed below indicating full agreement  to  the
above.


/S/ Robert Kennis                            /S/ Steve Leonard
-----------------------                      ------------------------
Robert Kennis for                            Steve Leonard
Circle International Group, Inc.
and its subsidiaries