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                                                                    EXHIBIT 10.2
FRITZ COMPANIES, INC.

                      EMPLOYMENT AND NON-COMPETE AGREEMENT


        This Agreement is entered into this 9th day of November, 2000 by and
between FRITZ COMPANIES, INC., a Delaware Corporation ("Fritz") and GRAHAM R.F.
NAPIER ("NAPIER").

        Whereas NAPIER has certain knowledge and skills in the management of
operational functions and wishes to be employed by Fritz; and

        Whereas Fritz desires to employ NAPIER in its business;

        Wherefore, Fritz and NAPIER in consideration of the covenants contained
herein agree as follows:

1.      Fritz shall employ NAPIER as of November 10, 2000 in the position of
        President and Chief Operating Officer (with job functions and
        responsibilities as specified in Exhibit A hereto) in the San Francisco
        Bay Area reporting to the Chairman of the Board of Fritz Companies, Inc.

2.      Fritz shall compensate NAPIER for such employment as follows:

        a.      Twenty-Nine Thousand One Hundred Sixty-Six Dollars and
                Sixty-Seven Cents ($29,166.67) gross salary per month;

        b.      Effective November 10, 2000, a grant of two hundred seventy-five
                thousand (275,000) non-qualified stock options in lieu of annual
                100% cash bonus target under the Senior Management Bonus Plan
                for FY2001-FY2003, such options to vest one-thirty-sixth (1/36)
                per month until fully vested after three years. The exercise
                price of these options will be based on the closing price of the
                Company's common stock on the NASDAQ National Market on the
                effective date of such grant;

        c.      Annual grants effective each June 1, commencing June 1, 2001 of
                non-qualified stock options, based on NAPIER's performance
                against specific objectives and in the sole discretion of the
                Compensation Committee of the Board of Directors, in a quantity
                up to a target of seven times then base salary divided by the
                closing price of the Company's common stock on the NASDAQ
                National Market on the effective date of each such grant.
                Fifty-five thousand (55,000) of previously awarded options shall
                be deemed attributable to fy01 and beyond and shall reduce any
                stock option grants that would otherwise be made to NAPIER
                during fy01 and beyond until the fifty-five thousand (55,000)
                stock options have been exhausted;

        d.      Financial Planning and Tax Preparation services provided by a
                provider selected by Fritz or, at NAPIER's election,
                reimbursement of such services by a provider selected by NAPIER
                in an amount not to exceed Seven Thousand Five Hundred Dollars
                ($7,500.00) per calendar year.

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FRITZ COMPANIES, INC.                                                  FORM 10-Q

        e.      Monthly membership dues in either the Olympic Club, San
                Francisco or the Metropolitan Club, San Francisco whichever
                NAPIER is initiated into first.

        f.      Other Fringe Benefits as provided to all Fritz executives on the
                Operating Committee;

        g.      Four weeks paid vacation per year;

        h.      Reimbursement of reasonable business related expenses in
                accordance with the Fritz travel and entertainment policy.
                Travel will be First Class or Business Class if available.

        i.      The Company will reimburse NAPIER for any legal fees to review
                this employment agreement. The amount not to exceed Three
                Thousand Dollars ($3,000.00).

3.      This Agreement shall have a term expiring on November 10, 2003. All
        terms herein shall remain unchanged for the duration of the term of this
        Agreement unless changed or modified by a written document signed by
        NAPIER and the Chairman of the Board of Directors of Fritz. At or prior
        to the expiration date of this Agreement, NAPIER and the Company shall
        enter into negotiations as to any renewal of this Agreement.

4.      Fritz may terminate this agreement with no further liability or
        obligation hereunder for "cause". For purposes hereof, "cause" shall
        mean misconduct including, but not limited to:

        i.     Conviction of any felony or any crime involving moral turpitude
               or dishonesty;
        ii.    Participation in a fraud or act of dishonesty against the
               company;
        iii.   Willful breach of the company's policies;
        iv.    Intentional damage to the company's property;
        v.     Material breach of this agreement;
        vi.    Material failure to meet the mutually agreed upon performance
               objectives set at the commencement of each fiscal year through
               the normal management by objectives process as established by
               the company; or
        vii.   Conduct that in the good faith and reasonable judgement of the
               Board of Directors of Fritz demonstrates gross unfitness to
               perform your job functions.

5.      If, as a result of a change of control, NAPIER's employment hereunder is
        terminated other than for cause, or in the event that NAPIER elects to
        resign his employment therefor the Change in Control Agreement
        previously entered into shall prevail.

6.      NAPIER shall not engage in any activity whatsoever which conflicts with
        the interests of Fritz or with NAPIER's duties as an employee of Fritz.
        NAPIER understands that NAPIER's employment is on a full-time basis, and
        NAPIER agrees not to engage in any other employment or business-related
        activity, other than serving as a member of the Board of Directors of no
        more than two corporations and none of which are competitors or vendors
        of Fritz, without the prior written consent of the Chairman of the Board
        of Fritz. NAPIER hereby represents that NAPIER has no agreements
        with, or obligations

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FRITZ COMPANIES, INC.                                                  FORM 10-Q

        to, any person or entity which conflicts, or may conflict, with the
        interests of Fritz or with NAPIER's duties as an employee of Fritz.

7.      NAPIER understands and acknowledges that during NAPIER's employment with
        Fritz, NAPIER has been and shall be exposed to Confidential Information
        (defined below), all of which is proprietary and which rightfully
        belongs to Fritz. NAPIER shall hold in a fiduciary capacity for the
        benefit of Fritz all such Confidential Information obtained by NAPIER
        during NAPIER's employment with Fritz and shall not, directly or
        indirectly, at any time, either during or after NAPIER's employment with
        Fritz, without Fritz' prior written consent, use any of such
        Confidential Information or disclose any of such Confidential
        Information to any individual or entity other than authorized employees
        of Fritz except as required in the performance of NAPIER's duties for
        Fritz. NAPIER shall take all reasonable steps to safeguard such
        Confidential Information and to protect such Confidential Information
        against disclosure, misuse, loss or theft. The term "Confidential
        Information" shall mean any information not generally known in the
        relevant trade or industry, which was obtained from Fritz or which was
        learned, discovered, developed, conceived, originated or prepared during
        or as result of the performance of any services by NAPIER as an employee
        of Fritz or on behalf of Fritz, including, without limitation,
        information concerning the provision of freight forwarding services such
        as the cost of such services, price lists, marketing programs or plans,
        lists of customers, potential customers, dealers and contacts and other
        compilations of confidential information.

8.      Subject to the non-competition and non-solicitation covenants below,
        upon termination of NAPIER's employment other than for expiration of
        this contract, disability, cause or a change in control, Fritz shall pay
        NAPIER, as NAPIER's sole remedy for such termination:

        a.      Salary continuation for a period of eighteen months in an amount
                equal to NAPIER's monthly base salary in effect prior to the
                salary continuation period and paid on the Company's normal pay
                days; and

        b.      Restricted stock and stock options previously granted but not
                yet vested shall continue to vest during the salary continuation
                period. All restricted stock and stock options previously
                granted but not yet vested as of the completion of the salary
                continuation period shall vest at the completion of the salary
                continuation period. NAPIER shall have ninety (90) days after
                the completion of the salary continuation period to exercise
                stock options. Any stock options not exercised within ninety
                (90) days after the completion of the salary continuation period
                shall lapse; and

        c.      Continuation of group health and financial planning benefits
                during the salary continuation period.

        d.      There shall be no vacation or personal day accrual during the
                salary continuation period. In consideration of such payment,
                for the salary continuation period of eighteen months
                ("Non-Competition Period") the following shall apply:

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FRITZ COMPANIES, INC.                                                  FORM 10-Q

               (1)    during the term hereof and for the Non-Competition period
                      after NAPIER ceases to be employed by Fritz, NAPIER shall
                      not, directly or indirectly, either for himself or any
                      other person, own, manage, control, participate in, invest
                      in, permit his name to be used by, act as consultant or
                      advisor to, render services for (whether alone or in
                      association with any individual, entity, or other business
                      organization), or otherwise assist in any manner any
                      individual or entity that engages in or owns, invests in,
                      manages or controls any venture for enterprise engaged in
                      the provision of services that are similar to, or in
                      competition with, or may materially detract from, any
                      services provided by Fritz or as to which Fritz had firm
                      plans as of the date NAPIER ceased to be employed by
                      Fritz. Nothing herein shall prohibit NAPIER from being a
                      passive owner of not more than two percent (2%) of the
                      outstanding stock of any class of securities of a
                      corporation engaged in such business which is publicly
                      traded, so long as he has no active participation in the
                      business of such corporation.

               (2)    during the Non-Competition Period, NAPIER shall not,
                      directly or indirectly, (i) induce or attempt to induce or
                      aid another in inducing any employee of Fritz to leave the
                      employ of Fritz, or in any way interfere with the
                      relationship between Fritz and any employee of Fritz, or
                      (ii) induce or attempt to induce any customer of Fritz to
                      cease doing business with Fritz, or in any way interfere
                      with the relationship between Fritz and any customer or
                      other business relation of Fritz.

               (3)    during the Non-Competition Period, NAPIER shall not,
                      directly or indirectly employ any employee of Fritz who
                      voluntarily terminates such employment until three months
                      have passed following termination of such employment.

               (4)    in the event a court shall refuse to enforce the
                      agreements contained herein, either because of the scope
                      of the geographical area specified in this Agreement or
                      the duration of the restrictions, the parties hereto
                      expressly confirm their intention that the geographical
                      areas covered hereby and the time period of the
                      restrictions be deemed automatically reduced to the
                      minimum extent necessary to permit enforcement.

9.      Each of the parties hereto acknowledges and agrees that the extent of
        damages to Fritz in the event of a breach by NAPIER of this Agreement
        would be impossible to ascertain and there is and will be available to
        Fritz no adequate remedy at law to compensate it in the event of such a
        breach. Consequently, NAPIER, agrees that, in the event that he breaches
        any of such covenants, Fritz shall be entitled, in addition to any other
        relief to which it may be entitled including without limitation money
        damages, to enforce any or all of such covenants by injunctive or other
        equitable relief ordered by any court of competent jurisdiction.

10.     No agreements, representations or understandings (whether oral or
        written and whether express or implied) which are not expressly set
        forth in this Agreement have been made

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FRITZ COMPANIES, INC.                                                  FORM 10-Q

        or entered into by either party with respect to the subject matter
        hereof except for the Change of Control Agreement previously entered
        into. This Agreement shall supercede any prior employment agreements
        between NAPIER and Fritz other than the Change of Control Agreement
        previously entered into.

11.     This Agreement shall be governed by and construed in accordance with the
        laws of the State of California.

12.     To ensure rapid and economical resolution of any disputes which may
        arise under this agreement, NAPIER and Fritz agree that any and all
        disputes or controversies of any nature whatsoever, regarding the
        interpretation, performance, enforcement or breach of this agreement
        shall be resolved by confidential, final and binding arbitration (rather
        than trial by jury or court or resolution in any other forum) under the
        then existing rules of Judicial Arbitration and Mediation Services
        ("JAMS") in San Francisco, California. In the event that JAMS ceases to
        exist as an arbitration service, any such matter shall be resolved by
        confidential, final and binding arbitration under the then existing
        rules of the American Arbitration Association in San Francisco,
        California. The prevailing party in the arbitration shall be entitled to
        recover his or its attorneys' fees and costs.




FRITZ COMPANIES, INC.                        /s/ GRAHAM R. F. NAPIER



-----------------------------------------    -----------------------------------
By: /s/ Lynn C. Fritz
Title: Chairman of the Board of Directors

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