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                                                                    Exhibit 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
effective as of the 19th day of March, 2007, between UTi Services, Inc., a
California corporation (the "Company"), and Roger I. MacFarlane ("Executive").
This Agreement amends and restates in all respects the Employment Agreement
dated as of September 25, 2000 between the Company and Executive (the "Prior
Agreement").

          In consideration of the promises and covenants set forth below, the
parties hereto agree as follows:

          1. Employment.

               The Company hereby agrees to employ Executive, and Executive
hereby agrees to accept such employment with the Company, on the terms and
conditions set forth herein. As provided for herein, Executive agrees to also
perform services for UTi Worldwide Inc. ("UTi Worldwide") and the related group
of entities and companies (UTi Worldwide, the Company and such related group of
entities and companies are collectively referred to herein as the "UTi Group")
without receiving separate consideration for such services.

          2. Term.

               The initial term of employment of Executive as provided in this
Agreement commenced on the date of the Prior Agreement and ends on January 31,
2010, unless sooner terminated as hereinafter provided.

          3. Position and Duties.

               Executive shall serve as Chief Executive Officer and a Director
of UTi Worldwide, as well as a member of the Management Board of UTi, and in
such other position or positions as may be reasonably requested by the Company
or UTi Worldwide. Executive also agrees to serve as President of the Company.
Executive shall perform his duties and obligations faithfully and diligently and
shall devote all his business time, attention and efforts exclusively to the
business of the Company, UTi Worldwide and the UTi Group. Executive shall
industriously perform his duties under the supervision of and report to the
Boards of Directors of the Company and UTi Worldwide and shall accept and comply
with all lawful directions from, and all policies applicable to Executive which
are established from time to time by, such Boards of Directors. Executive shall
adhere to the policies and procedures generally applicable to employees of the
Company and the UTi Group.

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          4. Place of Performance.

               In connection with Executive's employment by the Company and
except for required travel on UTi Group business, Executive shall be based at
the Company's executive offices, or such other location agreed to by Executive
and the Company.

          5. Compensation and Related Matters.

               (a) Salary. During the term of Executive's employment hereunder,
the Company shall pay to Executive a salary of $475,000 per annum, subject to
increase (but not decrease) in the sole discretion of the Board of Directors of
the Company; provided that Executive's salary shall be increased to $525,000
effective May 1, 2007. Such salary shall be paid in equal semi-monthly
installments (or such shorter intervals as the Company may elect) and shall
accrue from day to day.

               (b) Performance Bonus; Equity Based Compensation. During the term
of Executive's employment hereunder, Executive shall be eligible to participate
in any bonus or equity based incentive plans or programs made available to
Executive in accordance with the terms of such plans or programs and as
determined by the UTi Group.

               (c) Vacations. During the term of Executive's employment
hereunder, Executive shall be entitled to no less than four (4) weeks of
vacation in each fiscal year as established by Company policy, and to
compensation with respect to earned but unused vacation days determined in
accordance with the Company's vacation policy.

               (d) Expenses. During the term of Executive's employment
hereunder, Executive shall be entitled to receive reimbursement for reasonable
out-of-pocket travel and other expenses (excluding ordinary commuting expenses)
incurred by Executive in performing Executive's services hereunder, provided
that:

                    (i) Such expenditure qualifies as a proper business
expenditure; and

                    (ii) Executive furnishes adequate documentary evidence for
the substantiation of such expenditures and Executive complies with applicable
policies with respect to expense reimbursement.

               (e) Medical Insurance and Other Benefits. During the term of
Executive's employment hereunder, Executive will be entitled to participate in
applicable medical, dental and disability insurance plans, life insurance plans,
retirement plans and other employee welfare and benefit plans or programs made
available to the Company's senior-level executives or its employees generally,
in accordance with the terms of such plans and programs as may be in effect from
time to time.


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          6. Termination.

               (a)  Termination for Cause.

                    (1) The Company or UTi Worldwide may at any time terminate
Executive's employment hereunder for "Cause" pursuant to the provisions of this
Section 6(a). Executive shall be given notice by the Board of Directors of
either the Company or UTi Worldwide of its intention to terminate Executive for
Cause, and such Board shall give Executive an opportunity to address the Board
regarding the grounds on which the proposed termination for Cause is based.

               For purposes of this Agreement, the Company shall have "Cause" to
terminate Executive's employment hereunder upon:

                         (A) The breach by Executive of any material provision
of this Agreement (and if such breach is susceptible to cure by Executive, the
failure to effect such cure by Executive within thirty (30) days after written
notice of such breach is given to Executive); or

                         (B) Executive's willful failure to perform or the gross
negligence in the performance of Executive's material duties hereunder (and if
such willful failure or gross negligence is susceptible to cure by Executive,
the failure to effect such cure by Executive within thirty (30) days after
written notice of such willful failure or gross negligence is given to
Executive); or

                         (C) Executive's engagement in an act of dishonesty
involving or affecting the UTi Group or falsification of UTi Group records; or

                         (D) Executive's indictment or conviction for a crime of
theft, embezzlement, fraud, misappropriation of funds or other alleged act of
dishonesty by Executive, or other crime involving moral turpitude; or

                         (E) Executive's engagement in any violation of law
relating to Executive's employment or violation by Executive of Executive's duty
of loyalty to the UTi Group.

                    (2) If Executive is terminated for Cause pursuant to this
Section 6(a), the Company shall have no further obligation or liability to
Executive, except that Executive shall be entitled to receive (i) the portion of
Executive's salary which has been earned up to the Date of Termination, (ii)
compensation for any accrued and unused vacation up to the Date of Termination,
(iii) reimbursement for business expenses properly incurred up to the Date of
Termination, and (iv) such benefits or payments to which Executive may be
entitled under the terms and conditions of any benefit, equity, incentive or
compensation plan, program, award applicable to Executive and Executive's
termination or cessation of employment to the extent accrued for the


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benefit of, or owing to, Executive as of the Date of Termination (collectively,
the "Minimum Payments").

               (b) Death.

                    (1) Executive's employment hereunder shall terminate
automatically upon Executive's death.

                    (2) If Executive's employment is terminated because of
Executive's death pursuant to this Section 6(b), the Company shall have no
further obligation or liability to Executive, except that Executive shall be
entitled to receive (i) the Minimum Payments, and (ii) any life insurance
proceeds Executive is otherwise entitled to under any applicable life insurance
then in effect.

               (c) Disability.

                    (1) If Executive becomes disabled during Executive's
employment hereunder, Executive's employment hereunder shall terminate on the
date of the determination of the disability by the Board of Directors of the
Company of such disability. As used herein, "disability" shall mean any
condition that qualifies as a disability under the Company's long-term
disability plan as in effect on the date of determination or which renders
Executive incapable of performing substantially all of his managerial and
executive services hereunder for one hundred twenty (120) days or more in the
aggregate during any consecutive twelve (12) months, and which at any time after
such one hundred twenty (120) days the Company's Board of Directors shall
determine continues to render Executive incapable of performing his managerial
and executive services hereunder.

                    (2) If Executive's employment is terminated because of
Executive's disability pursuant to this Section 6(c), Executive shall be
entitled to receive (i) the Minimum Payments, and (ii) any benefits to which
Executive is entitled under any applicable long-term disability plan as in
effect on the Date of Termination.

               (d) Termination Other Than for Cause, Death or Disability.

                    (1) The Company or UTi Worldwide shall, for any reason, be
entitled to terminate Executive's employment hereunder at any time without Cause
and other than on account of Executive's death or disability pursuant to this
Section 6(d).

                    (2) If Executive's employment is terminated pursuant to this
Section 6(d), Executive shall be entitled to receive (i) the Minimum Payments,
and (ii) a severance equal to twelve (12) months of Executive's then current
salary as set forth in Section 5(a). Such severance shall be payable in twelve
(12) equal monthly payments commencing thirty (30) days after the Date of
Termination. Executive shall not be


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entitled to a bonus for the year during which such termination occurs. Executive
shall be entitled to receive any bonus earned for the previous year, but which
is unpaid as of the Date of Termination. Executive agrees that it is a condition
precedent to the Company's obligations to pay the severance payments provided
for in subclause (ii) of the first sentence of this Section 6(d)(2) that
Executive execute a general release and waiver prepared by the Company releasing
and forever discharging the Company and the UTi Group and each and all of their
respective owners, stockholders, predecessors, successors, assigns, agents,
directors, officers and other representatives from any and all claims, charges,
complaints, liabilities, controversies, rights, demands, costs and expenses.
Executive agrees that Executive will not assign or transfer, or purport to
assign or transfer, to any person any claim or a portion thereof or any interest
therein that Executive might have against the UTi Group.

               (e) Resignation for Good Reason.

                    (1) Executive shall be entitled to terminate Executive's
employment hereunder at any time for Good Reason (as defined below) pursuant to
the provisions of this Section 6(e). For purposes of this Agreement, Executive
shall have "Good Reason" to terminate Executive's employment hereunder if (i)
without Executive's consent, the Company or UTi Worldwide substantially reduces
Executive's duties and responsibilities such that it results in a material
adverse reduction in Executive's position, authority or responsibilities, and
the Company and UTi Worldwide fail to cure such reduction in duties and
responsibilities within thirty (30) days after written notice specifying the
particular acts objected to by Executive, or (ii) the Company breaches any of
the material terms of this Agreement, and the Company fails to cure such breach
within thirty (30) days after written notice of the breach is given to the
Company by Executive.

                    (2) If this Agreement is terminated by Executive for Good
Reason pursuant to this Section 6(e), Executive shall be entitled to receive (i)
the Minimum Payments, and (ii) a severance equal to twelve (12) months of
Executive's then current salary as set forth in Section 5(a). Such severance
shall be payable in a lump sum within thirty (30) days after the Date of
Termination. Executive shall not be entitled to a bonus for the year during
which such termination occurs. Executive shall be entitled to receive any bonus
earned for the previous year, but which is unpaid as of the Date of Termination.
Executive agrees that it is a condition precedent to the Company's obligations
to pay the severance payments provided for in subclause (ii) of the first
sentence of this Section 6(e)(2) that Executive execute a general release and
waiver prepared by the Company releasing and forever discharging the Company and
the UTi Group and each and all of their respective owners, stockholders,
predecessors, successors, assigns, agents, directors, officers and other
representatives from any and all claims, charges, complaints, liabilities,
controversies, rights, demands, costs and expenses. Executive agrees that
Executive will not assign or transfer, or purport to assign


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or transfer, to any person any claim or a portion thereof or any interest
therein that Executive might have against the UTi Group.

               (f) Termination of Employment Following a Change of Control.

                    (1) Executive shall be entitled to terminate Executive's
employment hereunder pursuant to the provisions of this Section 6(f) if (i)
within one year following a "Change of Control of UTi Worldwide" (as defined
below), (a) Executive terminates his employment for Good Reason (as defined
above), or (b) the Company terminates Executive's employment other than for
Cause, death or disability, or (ii) after the one (1) year anniversary of a
Change of Control of UTi Worldwide, Executive is still employed hereunder and
Executive gives written notice to the Company of Executive's voluntary
resignation within the thirty (30) day period commencing on the one (1) year
anniversary of the Change of Control of UTi Worldwide.

                    (2) For purposes of this Agreement, a "Change of Control of
UTi Worldwide" shall be deemed to have occurred if:

                         (A) A sale, transfer, or other disposition of all or
substantially all of the assets and properties of UTi Worldwide is closed or
consummated;

                         (B) Any "person," "entity" or "group" (within the
meaning of Section 13(d)(3) and 14(d)(2)) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), other than UTi Worldwide or any majority
owned subsidiary of UTi Worldwide, becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of UTi
Worldwide representing fifty percent (50%) or more of the combined voting power
of UTi Worldwide's then outstanding securities that have the right to vote in
the election of directors generally; provided, however, that the following shall
not constitute a "Change of Control of UTi Worldwide" for purposes of this
subclause (B):

                              i. any acquisition directly from UTi Worldwide
(excluding any acquisition resulting from the exercise of a conversion or
exchange privilege in respect of outstanding convertible or exchangeable
securities); or

                              ii. any acquisition by an employee benefit plan
(or related trust) sponsored or maintained by UTi Worldwide or any entity
controlled by UTi Worldwide;

                         (C) During any period of two (2) consecutive years
during the term of this Agreement, individuals who at the beginning of such
period constitute the Board of Directors of UTi Worldwide cease for any reason
to constitute at least a majority thereof, unless the election of each director
who was not a director at the beginning of such period has been approved in
advance by directors representing at least


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two-thirds of the directors then in office who were directors at the beginning
of the period; or

                         (D) UTi Worldwide is dissolved or liquidated or a
merger, reorganization, or consolidation involving UTi Worldwide is closed or
consummated, other than a merger, reorganization, or consolidation in which
holders of the combined voting power of UTi Worldwide's then outstanding
securities that have the right to vote in the election of directors generally
immediately prior to such transaction own, either directly or indirectly, fifty
percent (50%) or more of the combined voting power of the securities entitled to
vote in the election of directors generally of the merged, reorganized or
consolidated entity (or its parent company) immediately following such
transaction.

                    (3) If Executive's employment is terminated under the
provisions contained in this Section 6(f), Executive shall be entitled to
receive (i) the Minimum Payments and (ii) severance equal to twenty-four (24)
months of Executive's then current salary as set forth in Section 5(a). Such
severance shall be payable in a lump sum within thirty (30) days after
Executive's cessation of employment. Executive agrees that it is a condition
precedent to the Company's obligations to pay the severance payments provided
for in subclause (ii) of the first sentence of this Section 6(f)(3) that
Executive execute a general release and waiver prepared by the Company releasing
and forever discharging the Company and the UTi Group and each and all of their
respective owners, stockholders, predecessors, successors, assigns, agents,
directors, officers and other representatives from any and all claims, charges,
complaints, liabilities, controversies, rights, demands, costs and expenses.
Executive agrees that Executive will not assign or transfer, or purport to
assign or transfer, to any person any claim or a portion thereof or any interest
therein that Executive might have against the UTi Group.

               (g) Resignation without Good Reason.

                    (1) Executive shall be entitled to terminate Executive's
employment hereunder without Good Reason at any time on thirty (30) days prior
written notice delivered by Executive to the Company.

                    (2) Executive's employment is terminated by Executive
pursuant to this Section 6(g), the Company shall have no further obligation or
liability to Executive, except that Executive shall be entitled to receive the
Minimum Payments.

               (h) Notice of Termination. Any termination of Executive's
employment by the Company or by Executive (other than termination pursuant to
Section 6(c) above) shall be communicated by a written Notice of Termination to
the other party hereto. For purposes of this Agreement, a "Notice of
Termination" means a notice which (i) indicates the termination provision in
this Agreement relied upon, and (ii) if the


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termination date is other than the date of receipt of such notice, specifies the
termination date (which date shall not be more than thirty (30) days after the
giving of such notice).

               (i) Date of Termination. "Date of Termination" shall mean the
date of death, the date of the determination of a disability, the date of
receipt of the Notice of Termination or the termination date specified therein,
as the case may be.

               (j) 409A Compliance. Notwithstanding anything in this Section 6
to the contrary, if the Company determines in good faith that any payment or
benefit payable to the Executive under this Section 6 on account of Executive's
termination of employment with the Company, constitutes a "deferral of
compensation" under Section 409A of the Internal Revenue Code of 1986, as
amended (the "Code") (as set forth in IRS Notice 2005-1, Q&A-4 or successor
Temporary or Final Treasury Regulations) and the Executive is a "specified
employee" within the meaning of Code Section 409A(a)(2)(B)(i), the Company shall
delay commencement of any such payment or benefit until six months after the
Executive's last day of employment with the Company (the "409A Suspension
Period"). Within fourteen calendar days after the end of the 409A Suspension
Period, the Company shall pay to the Executive a lump sum payment in cash equal
to any payments (including interest on any such payments, at an interest of not
less than the prime interest rate, as published in the Wall Street Journal, over
the period such payment is restricted from being paid to the Executive) and
benefits that the Company would otherwise have been required to provide under
this Section 6 but for the imposition of the 409A Suspension Period. Thereafter,
the Executive shall receive any remaining payments and benefits due under this
Section 6 in accordance with the terms of this Section (as if there had not been
any suspension period beforehand).

          7. Exclusivity of Payments.

               Upon termination of Executive's employment hereunder, Executive
shall not be entitled to any severance payments or severance benefits from the
Company, UTi Worldwide or the UTi Group, other than the payments and benefits
provided in Section 6, except for any benefits which may be due to Executive in
the normal course under any employee benefit plan or program of the Company or
UTi Worldwide which provides for benefits after termination of employment in
accordance with the terms of such plan or program. Executive's right to receive
payments or benefits under this Agreement upon termination of employment will
cease if Executive breaches any provision of Sections 8 or 9 below.

          8. Proprietary Information.

               (a) Definition. Executive hereby acknowledges that Executive
possesses and may make use of, acquire, create, develop or add to certain
confidential and/or proprietary information regarding the UTi Group and their
businesses and affiliates (whether in existence prior to, as of or after the
date hereof, collectively, "Proprietary Information"), which Proprietary
Information shall include, without


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limitation, all of the following materials and information (whether or not
reduced to writing and whether or not patentable or protected by copyright):
trade secrets, inventions, processes, formulae, programs, technical data,
"know-how," procedures, manuals, confidential reports and communications,
marketing methods, product sales or cost information, new product ideas or
improvements, customer tailored solutions and other consulting products and
processes, new packaging ideas or improvements, research and development
programs, identities or lists of suppliers, vendors or customers, financial
information and financial projections or any other confidential or proprietary
information relating to the UTi Group and/or its business. The term "Proprietary
Information" shall also include, without limitation, any confidential or
non-public information of suppliers or customers of the UTi Group obtained by
Executive in the course of Executive's employment or association with the
Company or the UTi Group. The term "Proprietary Information" does not include
any information that (i) at the time of disclosure is generally available to and
known by the public (other than as a result of its disclosure by Executive),
(ii) becomes available to Executive on a lawful, non-confidential basis from a
person other than the UTi Group or its suppliers or customers or its or their
representatives, provided that the source of such information was not known by
Executive to be subject to an obligation of confidentiality to the UTi Group or
otherwise disclosed such information to Executive with the reasonable
expectation that it would remain confidential.

               (b) Nondisclosure. During the term of this Agreement and
thereafter, Executive will not, without the prior express written consent of the
Board of Directors of UTi Worldwide, disclose or make any use of any Proprietary
Information except as may be required in the course of the performance of
Executive's services under this Agreement.

               (c) Agreement Not to Solicit Employees and Customers. To protect
the Proprietary Information and trade secrets of the UTi Group, Executive
agrees, during the term of this Agreement and for a period of two (2) years
after termination of this Agreement, not to, directly or indirectly, either on
Executive's own behalf or on behalf of any other person or entity, attempt to
persuade, induce or solicit or employ any person who is an employee of the UTi
Group or otherwise encourage such employee to cease or terminate his or her
employment with UTi Group or use or otherwise disclose any Proprietary
Information in any attempt to persuade any customer of the UTi Group to cease to
do business or to reduce the amount of business which any customer of the UTi
Group has customarily done or contemplates doing with the UTi Group.

               (d) Reasonableness. Executive agrees that the covenants and
agreements contained in this Section 8 are reasonable and necessary to protect
the Proprietary Information of the UTi Group and that the covenants and
agreements by Executive contained in this Section 8 shall be in addition to any
other agreements and covenants Executive may have agreed to in any other
employee proprietary information, confidentiality, non-disclosure or other
similar agreement and that this Section 8 shall not


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be deemed to limit such other covenants and agreements, all of which shall
continue to survive the termination of this Agreement in accordance with their
respective terms. A breach of the terms and covenants of such other covenants
and agreements shall be deemed to be a breach of the provisions of this Section
8 and this Agreement.

          9. Protection of Property.

               All records, files, manuals, documents, specifications, lists of
customers, forms, materials, supplies, computer programs and other materials
furnished to the Executive by the UTi Group, used on its behalf or generated or
obtained during the course of the performance of the Executive's services
hereunder, shall at all times remain the property of the Company. Upon
termination of Executive's employment with the UTi Group, Executive shall
immediately deliver to the UTi Group, or its authorized representative, all such
property, including all copies, remaining in Executive's possession or control.

          10. Specific Performance.

               In the event of the breach by Executive of any of the provisions
of Sections 8 or 9, the Company and the UTi Group, in addition to all other
rights and remedies they may have, may apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive or other
relief to the extent authorized by law in order to enforce or prevent any
violations of the provisions thereof.

          11. Arbitration.

               The parties hereto acknowledge that it is in their best interests
to facilitate the informal resolution of any disputes arising out of this
Agreement or otherwise by mutual cooperation and without resorting to
litigation. As a result, if either party has a legally recognized claim or
dispute arising hereunder or otherwise, including but not limited to any claim
for breach of any contract or covenant (express or implied), any dispute
regarding Executive's termination of employment, tort claims, claims for
harassment or discrimination (including, but not limited to, race, sex,
religion, national origin, age, handicap or disability), claims for compensation
or benefits (except where a benefit plan or pension plan or insurance policy
specifies a different claims procedure) and claims for violation of public
policy or, any federal, state or other governmental law, statute, regulation or
ordinance (except for claims involving workers' compensation benefits), and the
parties are unable to reach agreement among themselves within thirty (30) days,
then the parties agree to submit the dispute to JAMS for binding arbitration in
accordance with its then-current employment rules and applicable law. If the
parties are unable to agree to an arbitrator, JAMS will provide the names of
seven potential arbitrators, giving each party the opportunity to strike three
names. The remaining arbitrator will serve as the arbitration panel. The parties
agree that the arbitration must be initiated within the time period of the
statute of limitations applicable to the claim(s) if the claim(s) had been filed
in Court. Arbitration may be initiated by the aggrieved party


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by sending written notice of an intent to arbitrate by registered certified mail
to all parties and to JAMS. The notice must contain a description of the
dispute, the amount involved and the remedies sought. All fees and expenses of
the arbitrator will be borne by the Company. Each party will pay for the fees
and expenses of its own attorneys, experts, witnesses, and preparation and
presentation of proofs and post-hearing briefs, unless the party prevails on a
claim for which attorneys' fees are recoverable by statute, in which case the
arbitrator may award attorneys' fees and costs to the prevailing party.

          12. Representation by Counsel.

               Executive acknowledges that Executive has been given the
opportunity to consult legal counsel and seek such advice and consultation as
Executive deems appropriate or necessary.

          13. Successors.

               This Agreement is personal to the Executive and is not assignable
by the Executive. This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.

          14. Notice.

               For purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered, or if sent by
overnight, commercial air courier service, on the second business day after
being delivered to the air courier service, or if mailed, on the fifth day after
being sent by first class, certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:

               If to Executive:   At Executive's address as indicated on the
                                  books and records of the Company.

               If to Company:     At the Company's executive headquarters (with
                                  a copy to UTi Worldwide Inc. at its executive
                                  headquarters).

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt thereof.

          15. Section 280G. To the extent that Section 280G and any related
provisions of the Internal Revenue Code of 1986, as amended, are applicable,
Executive's payments and benefits under this Agreement and all other
arrangements or programs shall not, in the aggregate, exceed the maximum amount
that may be paid to Executive without triggering golden parachute penalties
under Section 280G and related


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provisions of the Internal Revenue Code of 1986, as amended, as determined in
good faith by the Company's independent auditors. If Executive's benefits must
be cut back to avoid triggering such penalties, Executive's benefits will be cut
back in the priority order Executive designates or, if Executive fails to
promptly designate an order, in the priority order designated by the Company.
Executive and the Company agree to reasonably cooperate with each other in
connection with any administrative or judicial proceedings concerning the
existence or amount of golden parachute penalties on payments or benefits
Executive receives.

          16. Resignation from Positions.

               Upon Executive's cessation of employment with the Company or UTi
Worldwide for any reason, Executive agrees that Executive shall be deemed to
have resigned as an officer and as a director from every entity and company of
the UTi Group on which Executive is then serving as an officer or director, and
any other entity on which Executive is then serving as a director or officer at
the request of the Company or UTi Worldwide, in each case effective as of the
date of cessation of Executive's employment. Executive hereby grants the
corporate secretary of UTi Worldwide an irrevocable power of attorney to execute
on behalf of Executive such resignations as necessary to carry out the intention
of this paragraph.

          17. Entire Agreement.

               This Agreement, together with the documents referenced herein,
contains the entire agreement of the parties hereto with respect to the subject
matter hereof. It supersedes any and all other agreements, either oral or in
writing, between the parties hereto with respect to the employment of Employee
by the Company, including, without limitation, the Prior Agreement. Each party
to this Agreement acknowledges that no representations, inducements, promises or
agreements, written, oral or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other
agreement, statement or promise not contained in this Agreement shall be valid
or binding.

          18. Amendment; Waiver; Governing Law.

               No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in a
writing signed by Executive and by such officer of the Company as may be
specifically designated by the Company's Board of Directors. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of California or if Executive is not employed in California, the
jurisdiction where Executive is employed by the Company.


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          19. Validity.

               The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

          20. Counterparts.

               This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together will
constitute one and the same instrument.

          21. Survivability.

               The provisions in Sections 8, 9, 10, 11 and 15 of this Agreement
shall survive any termination of this Agreement.

          22. Withholding of Taxes; Tax Reporting.

               The Company may withhold from any amounts payable under this
Agreement all such taxes, and may file with appropriate governmental authorities
all such information, returns or other reports with respect to the tax
consequences of any amounts payable under this Agreement, as may, in its
reasonable judgment, be required by law.

                            [Signature Page Follows]


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               IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

"Company"                               UTi Services Inc.,
                                        a California corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


"Executive"
                                        ----------------------------------------
                                        Roger I. MacFarlane

                                    GUARANTEE

               In order to induce Executive to enter into the foregoing Amended
and Restated Employment Agreement, UTi Worldwide Inc. hereby unconditionally and
irrevocably guarantees to Executive and Executive's estate and legal
representatives that it will cause the Company named in the Amended and Restated
Employment Agreement to perform each and all of its obligations under the
Amended and Restated Employment Agreement in strict accordance with the terms
thereof. This guarantee of performance is a principal obligation of the
undersigned and shall continue in full force and effect notwithstanding any
amendments or modifications to the Amended and Restated Employment Agreement.

                                        UTi Worldwide Inc.,
                                        a BVI Company


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


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