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                                                                    Exhibit 10.5


                                                   EMPLOYMENT AGREEMENT dated as
                                              of May 31, 2002, between PACER
                                              GLOBAL LOGISTICS, INC., an Ohio
                                              corporation (the "Company"), and
                                              CARL K. KOOYOOMJIAN (the
                                              "Executive").


                The Executive is currently employed by the Company in the
positions stated in Section 1 below. The Company and the Executive are entering
into this Agreement to set forth the terms of the Executive's past and continued
employment with the Company. Accordingly, in consideration of the mutual
covenants and agreements set forth in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Company and the Executive, the Company and the Executive
hereby agree as follows:

     Section 1. Duties. On the terms and subject to the conditions contained in
this Agreement, the Executive will continue to be employed by the Company as its
Chief Executive Officer. The Executive shall perform such duties and services on
behalf of the Company and its Affiliates (as defined in Section 24(b) below)
consistent with such position as may reasonably be assigned to the Executive
from time to time by the Company's Board of Directors (the "Board"), or the more
senior officers of the Company. In addition, the Executive has been elected or
appointed, and has qualified, to serve as a member and as the Chairman of the
Board, and shall continue to serve as a director of the Company and as the
Chairman of the Board until the next annual meeting of the sole shareholder of
the Company and until his successor has been elected or appointed and shall
qualify, or as otherwise provided in the By-laws of the Company.

     Section 2. Term. The Executive's employment hereunder shall be for the
period (the "Employment Period") that commenced on July 16, 2001 (the
"Commencement Date"), and ending on the effective date of the termination of
such employment pursuant to and in accordance with the applicable provisions of
this Agreement. Upon such termination of the Executive's employment hereunder,
the Executive (or, if applicable, the Executive's beneficiaries or estate) shall
be entitled to those rights and benefits provided in Section 8(a) or Section
8(b), as applicable to such termination.

     Section 3. Time to be Devoted to Employment. During the Employment Period,
the Executive will devote substantially all of the Executive's working energies,
efforts, interest, abilities and time exclusively to the business and affairs of
the Company and its Affiliates. The Executive will not engage in any other
business or activity which, in the reasonable judgment of the Board, would
conflict or interfere in any material respect with the Executive's performance
of his duties as set forth herein, whether or not such activity is pursued for
gain, profit or other pecuniary advantage.

     Section 4. Base Salary; Bonus; Benefits.

        (a) During the Employment Period, the Company (or any of its Affiliates)
shall pay the Executive a minimum annual base salary (the "Base Salary") of
$400,000, payable in such installments (but not less often than monthly) as is
generally the policy of the Company with respect to the payment of regular
compensation to its executive officers. The Base Salary may be increased from
time to time in the sole discretion of the Board. The Executive will also be
entitled

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to vacation under the Company's policy, but in any event no less than four (4)
weeks vacation per year occurring during the Employment Period. Such vacation
shall accrue and may be taken in accordance with the Company's policy in effect
from time to time with respect to its executive officers generally, subject to
the Company's right at any time and from time to time to amend, modify, change
or terminate such vacation policy in any respect. The Executive will also be
entitled to such other benefits as may be made available to other executive
officers of the Company generally, including participation in such health, life
and disability insurance programs and retirement or savings plans, if any, as
the Company may from time to time maintain in effect, as well as the use of a
vehicle provided by the Company or its Affiliate or an equivalent monthly car
allowance in accordance with the Company's policy for its most senior executive
officers, in each case subject to the Company's right at any time and from time
to time to amend, modify, change or terminate in any respect any of its employee
and other benefit plans, policies, or programs.

        (b) During the Employment Period, the Executive shall be entitled to
participate in the Company's performance bonus plan or program as in effect from
time to time with respect to the Company's similarly situated executives (the
"Bonus Plan"), and to receive such performance bonus thereunder (if any) with
respect to each fiscal year of the Company occurring during the Employment
Period, commencing with the fiscal year ending in December 2002, subject in all
cases to the terms and conditions of this Agreement and such Bonus Plan. The
amount of such performance bonus, if any, that may be awarded and payable to the
Executive hereunder with respect to any such fiscal year shall be targeted at
sixty percent (60%) of the Base Salary in effect for such fiscal year, with the
actual amount of such bonus being determined by the Board in its sole discretion
based on and to the extent of the achievement or satisfaction of such targets,
goals and conditions as may be provided in such Bonus Plan for such fiscal year,
and as the Board may otherwise determine (which may include business, financial,
operating and/or other performance measures applicable to the Company and/or its
Affiliates as well as individual performance criteria determined by the Board)
(provided that to the extent the achievement or satisfaction of any or all of
the maximum specified targets, goals and conditions is exceeded, the Company
may, in the sole discretion of the Board, increase such performance bonus award
to an amount greater than such stated maximum percentage of the Base Salary).
The performance bonus awarded and payable to the Executive under such Bonus Plan
with respect to any such fiscal year (including any pro rated amount payable
pursuant to the provisions ofSection 8(b)(iii) below) shall be paid at such time
or times and in such manner as performance bonuses are paid to the other
executive officers of the Company generally. The Executive's rights to
participate in, and to receive a performance bonus under, the Company's Bonus
Plan in effect for any given fiscal year shall be subject to the Company's right
at any time and from time to time to amend, modify, change or terminate such
Bonus Plan in any respect. In addition to the foregoing rights to participate in
the Company's Bonus Plan with respect to each such fiscal year occurring during
the Employment Period, the Executive shall be entitled to receive a guaranteed
bonus in the amount of $180,000 with respect to the fiscal year of the Company
ended in December 2001. If the Executive's employment with the Company is
terminated for any reason other than without "cause" pursuant to Section 7(b)
below, neither the Company nor any of its Affiliates will be obligated to pay
the Executive any bonus with respect to the fiscal year of the Company in which
such termination occurred or thereafter. If the Executive's employment with the
Company is terminated without "cause" pursuant to Section 7(b) below, the
Executive will be entitled to receive that amount of the bonus



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as may be awarded by the Board in accordance with the foregoing provisions of
this Section 4(b) with respect to the Severance Period pursuant to Section
8(b)(iii) below.

     Section 5. Reimbursement of Expenses. During the Employment Period, the
Company shall reimburse the Executive in accordance with Company policy for all
reasonable and necessary traveling expenses and other disbursements incurred by
the Executive for or on behalf of the Company in connection with the performance
of the Executive's duties hereunder upon presentation of appropriate receipts or
other documentation therefore, in accordance with all applicable policies of the
Company.

     Section 6. Disability or Death. If, during the Employment Period, the
Executive is incapacitated or disabled by accident, sickness or otherwise
(hereinafter, a "Disability") so as to render the Executive mentally or
physically incapable of performing the services required to be performed by the
Executive under this Agreement for any period of 90 consecutive days or for an
aggregate of 180 days in any period of 360 consecutive days, the Company may, at
any time thereafter, at its option, terminate the Executive's employment under
this Agreement immediately upon giving the Executive written notice to that
effect. In the event of the Executive's death, the Executive's employment will
be deemed terminated as of the date of death.

     Section 7. Termination.

        (a) The Company may terminate the Executive's employment hereunder at
any time for "cause" by giving the Executive written notice of such termination,
containing reasonable specificity of the grounds therefor. For purposes of this
Agreement, "cause" shall mean (i) willful misconduct with respect to the
business and affairs of the Company or any of its Affiliates, (ii) willful
neglect of the Executive's duties or the failure to follow the lawful directions
of the Board or more senior officers of the Company to whom the Executive
reports, including the violation of any material policy of the Company or of any
of its Affiliates that is applicable to the Executive, (iii) the material breach
of any provision of this Agreement or any other written agreement between the
Executive and the Company or any of its Affiliates and, if such breach is
capable of being cured, the Executive's failure to cure such breach within 30
days of receipt of written notice thereof from the Company, (iv) the Executive's
commission of a felony, (v) the Executive's commission of an act of fraud or
financial dishonesty with respect to the Company or any of its Affiliates or
(vi) any conviction of the Executive for a crime involving moral turpitude or
fraud. A termination pursuant to this Section 7(a) shall take effect immediately
upon the giving of the notice contemplated hereby.

        (b) The Company may terminate the Executive's employment hereunder at
any time without "cause" by giving the Executive written notice of such
termination, which termination shall be effective as of the date set forth in
such notice, provided that such date shall not be earlier than the date of the
notice.

        (c) The Executive may terminate his employment hereunder at any time for
any or no reason by giving the Company written notice of such termination, which
termination shall be effective as of the date set forth in such notice, provided
that such date shall not be earlier than the day on which such notice is
delivered to the Company (determined pursuant to Section 16(b) below).



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     Section 8. Effect of Termination.

        (a) Upon the effective date of a termination of the Executive's
employment under this Agreement for any reason other than a termination by the
Company without cause pursuant to Section 7(b), neither the Executive nor the
Executive's beneficiaries or estate shall have any further rights under this
Agreement or any claims against the Company or any of its Affiliates arising out
of this Agreement, except the right to receive, within 30 days after the
effective date of such termination (or such earlier period as may be required by
applicable law):

          (i)   the unpaid portion of the Base Salary provided for in Section 4,
     computed on a pro rata basis to the effective date of such termination;

          (ii)  reimbursement for any expenses incurred by the Executive up to
     the effective date of such termination of employment and with respect to
     which the Executive shall not have theretofore been reimbursed, as provided
     in Section 5; and

          (iii) the unpaid portion of any amounts earned by the Executive prior
     to the effective date of such termination pursuant to any employee benefit
     plan or program in which the Executive participated during the Employment
     Period (including any accrued and unused or unpaid vacation benefits that
     may be earned by or due to the Executive as of the effectiveness of such
     termination in accordance with the Company's policy in effect at the
     effective time of such termination); provided, however, that the Executive
     shall not be entitled to receive any benefits under any such employee
     benefit plan or program that have accrued during any period if the terms of
     such plan or program require that the beneficiary be employed by the
     Company as of the end of any period ending on or after the effective date
     of such termination.

        (b) Upon termination of the Executive's employment under this Agreement
by the Company without cause pursuant to Section 7(b), neither the Executive nor
the Executive's beneficiaries or estate shall have any further rights under this
Agreement or any claims against the Company or any of its Affiliates arising out
of this Agreement, except the right to receive, within 30 days after the
effective date of such termination, in the case of amounts due pursuant to
clause (i) below, and at such other times as provided in clause (ii) and (iii)
below in the case of amounts due thereunder (or in each case such earlier period
as may be required by applicable law):

          (i)   the payments, if any, referred to in Section 8(a) above;

          (ii)  provided that the Executive is not in breach of any provision of
     this Agreement surviving such termination and does not engage in any
     activity or conduct proscribed by Section 9 or Section 10 (regardless of
     the extent to which such Section may be enforced under applicable law),
     continued payment of an annual amount equal to the Base Salary as in effect
     immediately prior to the effective date of such termination for a period of
     twenty-four (24) months following the effective date of such termination
     (the "Severance Period"), payable during the Severance Period in such
     manner as the Base Salary would have been payable pursuant to Section 4(a)
     but for such termination; and

          (iii) provided that the Executive is not in breach of any provision of
     this Agreement surviving such termination and does not engage in any
     activity or conduct



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     proscribed by Section 9 or Section 10 (regardless of the extent to which
     such Section may be enforced under applicable law), continued payment of
     the bonus, if any, awarded and payable to the Executive pursuant to and in
     accordance with Section 4(b) with respect to each year or partial year
     occurring the Severance Period, to be paid when and as provided in such
     Section 4(b), it being acknowledged and agreed that with respect a partial
     year occurring during the Severance Period, the amount of the bonus, if
     any, payable to the Executive hereunder with respect to such partial year
     shall be pro rated based on the number of days occurring during such
     partial year over 365 days; and

          (iv) provided that the Executive is not in breach of any provisions of
     this Agreement surviving such termination and does not engage in any
     activity or conduct proscribed by Section 9 or Section 10 (regardless of
     the extent to which such Section may be enforced under applicable law), (i)
     continued participation in the Company's group health insurance plans for a
     period of eighteen (18) months following the effective date of such
     termination (provided that the Executive has timely made all necessary
     elections under COBRA to continue such coverage, at the Company's cost
     (including the payment by the Company of the premium contributions that
     would otherwise be payable by the Executive, but subject to the payment by
     the Executive of all co-payments, deductibles and other fees, charges and
     costs payable thereunder by participants generally)) and (ii) if, upon the
     expiration of the foregoing eighteen-month COBRA period, the Executive is
     not entitled to participate in another employer-sponsored group health
     insurance plan or program, reimbursement of the premium costs incurred by
     the Executive for a separate, stand alone health insurance policy
     containing substantially equivalent coverages as the Company's group plan
     as in effect at such time, for an additional period of six months
     commencing upon the expiration of the foregoing eighteen-month COBRA
     period.

        (c) Without limiting any other provision of this Agreement, if the
Executive dies on or after the effective date of the termination of the
Executive's employment hereunder, the Executive's heirs, beneficiaries or
estate, as their respective interests may appear (but without duplication),
shall be entitled to receive or continue to receive those benefits that would
otherwise have been due and payable to the Executive pursuant to Section 8(a)
above or Section 8(b) above, as applicable.

        (d) In addition to, and not by way of limitation of, any other provision
of this Agreement, upon the effective date of the termination of the Executive's
employment hereunder, the Executive shall surrender and deliver to the Company
(i) all credit cards and charge cards of or belonging to or issued in the name
of the Company or any of its Affiliates, (ii) all membership cards for
memberships maintained by or in the name of the Company or any of its
Affiliates, (iii) all documents, records, and files (including all copies
thereof, regardless of the form or media in which the same exist or are stored)
in the Executive's possession and belonging or relating to the Company or any of
its Affiliates (except that the Executive may retain one copy thereof for
personal archive purposes, subject to the other terms and conditions of this
Agreement, including Section 9), and (iv) any and all other personal property in
the Executive's possession belonging to the Company or any of its Affiliates.



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     Section 9. Disclosure of Information.

        (a) From and after the date hereof, the Executive shall not at any time
disclose, divulge, furnish or make accessible to any Person any Confidential
Information (as hereinafter defined) heretofore acquired or acquired during the
Employment Period for any reason or purpose whatsoever (provided that nothing
contained herein shall be deemed to prohibit or restrict the Executive's right
or ability to disclose, divulge, furnish or make accessible any Confidential
Information (i) to any officer, director, employee, Affiliate or representative
of the Company, or (ii) to any other Person as required in connection with the
performance of the Executive's duties under and in compliance with this
Agreement, or as required by law or judicial process), nor shall the Executive
make use of any Confidential Information for the Executive's own purposes or
benefit or for the purposes or benefit of any other Person except the Company
and its Affiliates. The covenant contained in this Section 9 shall survive the
termination or expiration of the Employment Period and any termination of this
Agreement.

        (b) For purposes of this Agreement, the term "Confidential Information"
means (i) the Intellectual Property Rights (as hereinafter defined) of the
Company and its Affiliates and (ii) all other information of a proprietary or
confidential nature relating to the Company or any Affiliate thereof, or the
business or assets of the Company or any such Affiliate, including: books and
records; agent and independent contractor lists and related information;
customer lists and related information; vendor lists and related information;
supplier lists and related information; employee and personnel lists, policies
and related information; contract terms and conditions (including those with
customers, suppliers, vendors, independent contractors and agents, and present
and former employees); terms and conditions of permits, orders, judgments and
decrees; wholesale, retail and distribution channels; pricing information, cost
information, and pricing and cost structures and strategies; marketing, product
development and business development plans and strategies; management reports;
financial statements, reports, schedules and other information; accounting
policies, practices and related information; business plans, strategic plans and
initiatives, forecasts, budgets and projections; and shareholder, board of
directors and committee meeting minutes and related information; provided,
however, that Confidential Information shall not include (A) information that is
generally available to the public on the date hereof, or which becomes generally
available to the public after the date hereof without action by the Executive in
breach or violation of this Agreement, or (B) information that the Executive
receives from a third party who does not have any obligation to the Company or
any of its Affiliates to keep such information confidential and which the
Executive does not know (or reasonably could not have known) is confidential to
the Company or any of its Affiliates.

        (c) As used herein, the term "Intellectual Property Rights" means all
industrial and intellectual property rights, including the following (whether
patentable or not): patents, patent applications, and patent rights; trademarks,
trademark applications, trade names; service marks and service mark
applications; trade dress, logos and designs, and the goodwill associated with
the foregoing; copyrights and copyright applications; certificates of public
convenience and necessity, franchises and licenses; trade secrets, know-how,
proprietary processes and formulae, inventions, improvements, devices and
discoveries; development tools; marketing materials; instructions; Confidential
Information; and all documentation and media constituting, describing or
relating to the foregoing, including manuals, memoranda and records.



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     Section 10. Noncompetition Covenant.

        (a) The Executive acknowledges and agrees that he will receive
significant and substantial benefits from his employment with the Company under
this Agreement, including the remuneration, compensation and other consideration
inuring to his benefit hereunder, as well as introductions to, personal
experience with, training in and knowledge of the Company and its Affiliates,
the industries in which they engage, and third parties with whom they conduct
business. Accordingly, in consideration of the foregoing, and to induce the
Company to employ and continue to employ the Executive hereunder and to provide
such benefits to the Executive, in each case subject to the terms and conditions
of this Agreement and the applicable employment policies of the Company and its
Affiliates, the Executive agrees that he will not during the period (the
"Non-Competition Period") beginning on the Commencement Date and ending on the
later to occur of (x) the last day of the Severance Period, if applicable, and
(y) the second (2nd) anniversary of the effective date of the termination of the
Executive's employment with the Company and its Affiliates for any reason:

          (i)   in any city or county in any state or province of the United
     States, Canada or Mexico where the Company or any of its Affiliates
     conducts business during the Non-Competition Period, directly or indirectly
     engage or participate in any Competing Business (as defined in Section
     10(b) below) (whether as an officer, director, employee, partner,
     consultant, holder of an equity or debt investment, lender or in any other
     manner, or capacity, including by the rendering of services or advice to
     any person), or lend his name (or any part or variant thereof) to, any
     Competing Business;

          (ii)  deal, directly or indirectly, with any customers, vendors,
     agents or contractors doing business with the Company or any of its
     Affiliates, or with any officer, director, employee of the Company or any
     of its Affiliates, in each case in any manner that is or could reasonably
     be expected to be competitive with the Company or any of its Affiliates;

          (iii) take any action to solicit, encourage or induce any customer,
     vendor, agent or contractor doing business with the Company or any of its
     Affiliates, or any officer, director, employee or agent of the Company or
     any of its Affiliates:

               (A) to terminate or alter in any manner adverse to the Company
          and its Affiliates his, her or its business, commercial, employment,
          agency or other relationship with the Company or such Affiliate
          (including any action to do business or attempt to do business with,
          or to hire, retain, engage or employ or attempt to hire, retain,
          engage or employ, any customer, vendor, agent or contractor, or any
          officer, director or employee, of the Company or any of its
          Affiliates);

               (B) to become a customer, vendor, agent or contractor, or an
          officer, director or employee, of the Employee, the Employee's
          Affiliates or any other Person; or

               (C) to engage in any Competitive Business; or

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               (iv) engage in or participate in, directly or indirectly, any
          business conducted under any name that shall be the same as or similar
          to the name of the Company or any of its Affiliates or any trade name
          used by any of them.

Ownership by the Executive for investment purposes only of less than 2% of the
outstanding shares of capital stock or class of debt securities of any Person
with one or more classes of its capital stock listed on a national securities
exchange or actively traded in the over-the-counter market shall not constitute
a breach of the foregoing covenant. The covenant contained in this Section 10
shall survive the termination or expiration of the Employment Period and any
termination of this Agreement.

        (b) As used herein, the term "Competing Business" means any
transportation or other business that the Company or any of its Affiliates has
engaged in at any time during the Employment Period in any city or county in any
state or province of the United States, Canada or Mexico, including any such
business directly or indirectly engaged in providing any of the following:

          (i)    intermodal marketing or rail or intermodal brokerage services
     (whether in connection with domestic or international shipments or
     customers), car fleet management services, and railcar brokerage and
     management services;

          (ii)   highway brokerage services, including full trailer load, less
     than trailer load, trailer fleet management and depot operations services;

          (iii)  international freight transportation services, including ocean
     forwarding, custom house brokerage, ocean carrier services (including NVOCC
     operations), import/export air forwarding services, and special project
     services;

          (iv)   specialized transport and cartage services, including heavy,
     oversized, and other specialized flatbed trucking services, dry van
     trucking services, port and rail depot cartage services (whether in
     connection with domestic or international shipments or customers), and
     local and regional trucking services (including full truckload and
     less-than-truckload motor carrier services);

          (v)    freight consolidation and handling services, including third
     party warehouse, cross dock, consolidation, deconsolidation and
     distribution services;

          (vi)   comprehensive transportation management programs and services
     to third party customers, including supply chain and traffic management
     services, carrier rate and contract management services , logistics
     optimization planning, and vendor bid optimization;

          (vii)  railroad signal project management;

          (viii) intermodal rail equipment (including double-stack rail car,
     container and chassis) supply and management services, including stacktrain
     transportation services; and



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          (ix)   any other transportation or other business that the Company or
     any of its Affiliates has engaged in at any time during the Employment
     Period in any city or county in any state or province of the United States,
     Canada or Mexico.

     Section 11. Inventions Assignment. During the Employment Period, the
Executive shall promptly disclose, grant and assign to the Company for its and
its Affiliates' sole use and benefit any and all inventions, improvements,
technical information and suggestions reasonably relating to the business of the
Company and its Affiliates (collectively, the "Inventions") that the Executive
may develop or acquire during the Employment Period (whether or not during usual
working hours), together with all patent applications, letters patent,
copyrights and reissues thereof that may at any time be granted for or with
respect to the Inventions. In connection with the previous sentence, the
Executive shall, at the expense of the Company, including a reasonable payment
based on the Executive's last per diem earnings with the Company for the time
involved if (a) the Executive is not then in the Company's employ, or (b) if the
Executive is not then receiving severance payments pursuant to Section 8(b)
above, or (c) if the Executive has not otherwise received one or more severance
payments with respect to such period (whether on a lump sum, pre-paid, or
accelerated basis or otherwise), (i) promptly execute and deliver such
applications, assignments, descriptions and other instruments as may be
necessary or proper in the opinion of the Company to vest title to the
Inventions and any patent applications, patents, copyrights, reissues or other
proprietary rights related thereto in the Company and to enable it to obtain and
maintain the entire right and title thereto throughout the world, and (ii)
render such reasonable assistance to the Company as may be required in the
prosecution of applications for said patents, copyrights, reissues or other
proprietary rights, in the prosecution or defense of interferences or
infringements that may be declared involving any said applications, patents,
copyrights or other proprietary rights and in any litigation in which the
Company may be involved relating to the Inventions. The covenant contained in
this Section 11 shall survive the termination or expiration of the Employment
Period and any termination of this Agreement.

     Section 12. Assistance in Litigation. At the request and expense of the
Company (including a reasonable payment, based on the Executive's last per diem
earnings, for the time involved if (a) the Executive is not then in the
Company's employ, or (b) if the Executive is not then receiving severance
payments from the Company pursuant to Section 8(b)(ii), or (c) if the Executive
has not otherwise received one or more severance payments from the Company with
respect to such period (whether on a lump sum, pre-paid or accelerated basis or
otherwise)) and upon reasonable notice, the Executive shall, at all times during
and after the Employment Period, furnish such information and assistance to each
of the Company and its Affiliates as the Company may reasonably require in
connection with any issue, claim or litigation in which the Company or any of
its Affiliates may be involved. If such a request for assistance occurs after
the expiration of the Employment Period, then the Executive will only be
required to render such assistance to the Company and its Affiliates to the
extent that the Executive can do so without materially adversely affecting the
Executive's other business obligations. The covenant contained in this Section
12 shall survive the termination or expiration of the Employment Period and any
termination of this Agreement.

     Section 13. Expenses; Taxes. Each party hereto shall bear his or its own
expenses incurred in connection with this Agreement (including legal, accounting
and any other third party fees, costs and expenses incurred by such party). All
remuneration, compensation and other




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consideration payable by the Company or any of its Affiliates hereunder to or
for the benefit of the Executive or his heirs, representatives, or estate shall
be made and provided net of any and all applicable withholding, F.I.C.A.,
employment and other similar federal, state and local taxes and contributions
required by law to be withheld by the Company or any such Affiliate.

     Section 14. Representation. The Executive hereby represents and warrants to
the Company that (a) the execution, delivery and performance of this Agreement
by the Executive do not breach, violate or cause a default under any agreement,
contract or instrument to which the Executive is a party or any judgment, order
or decree to which the Executive is subject, and (b) the Executive is not a
party to or bound by any employment agreement, consulting agreement,
noncompetition agreement, confidentiality agreement or similar agreement with
any other Person.

     Section 15. Entire Agreement; Amendment and Waiver. This Agreement contains
the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof and supersedes any and all prior agreements and
understandings between the Executive and the Company or any predecessor of the
Company, or any of their respective Affiliates, with respect to the subject
matter hereof. No waiver, amendment or modification of any provision of this
Agreement shall be effective unless in writing and signed by each party hereto.
No waiver by any party of any default, misrepresentation, or breach of warranty
or covenant hereunder, whether intentional or not, shall be deemed to extend to
any prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights or remedies arising by virtue
of any such prior or subsequent occurrence.

     Section 16. Notices.

        (a) All notices or other communications pursuant to or contemplated by
this Agreement shall be in writing and shall be deemed to be sufficient if
delivered personally, telecopied, sent by nationally-recognized, overnight
courier or mailed by registered or certified mail (return receipt requested),
postage prepaid, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

          (i)      if to the Company, to it:

                         c/o Pacer International, Inc.
                         One Concord Center
                         2300 Clayton Road, Suite 1200
                         Concord, California  94520
                         Attention:  Chief Financial Officer
                         Telephone No.:  (925) 887-1400
                         Facsimile No.:  (925) 887-1565

                   with copy to:

                         Pacer International, Inc.
                         225 Water Street, Suite 2050
                         Jacksonville, Florida  32202
                         Attention:  Legal Department



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                         Telephone No.:  (904) 633-9500
                         Facsimile No.:  (904) 633-9338

          (ii) if to the Executive, to him or her at his or her last known
     address contained in the records of the Company.

        (b) All such notices and other communications shall be deemed to have
been given and received (i) in the case of personal delivery, on the date of
such delivery, (ii) in the case of delivery by telecopy, on the date of such
delivery (if sent on a business day where sent, or if sent on other than a
business day where sent, on the next business day where sent after the date
sent), (iii) in the case of delivery by nationally-recognized, overnight
courier, on the next business day where sent following dispatch, and (iv) in the
case of mailing, on the third business day where sent next following such
mailing. In this Agreement, the term "business day" means, as to any location,
any day that is not a Saturday, a Sunday or a day on which banking institutions
in such location are authorized or required to be closed.

     Section 17. Severability. It is the desire and intent of the parties that
the provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, if any provision of this Agreement is
determined to be partially or wholly invalid, illegal or unenforceable in any
jurisdiction, then such provision shall, as to such jurisdiction, be modified or
restricted to the extent necessary to make such provision valid, binding and
enforceable, or if such provision cannot be so modified or restricted, then such
provision shall, as to such jurisdiction, be deemed to be excised from this
Agreement; provided, however, that the legality, binding effect and
enforceability of the remaining provisions of this Agreement, to the extent the
economic benefits conferred upon the parties by virtue of this Agreement remain
substantially unimpaired, shall not be affected or impaired in any manner, and
any such invalidity, illegality or unenforceability with respect to such
provision in such jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

     Section 18. Remedies. The Executive acknowledges and agrees that the
provisions of this Agreement (including Section 9, Section 10, Section 11, and
Section 12) are of a special and unique nature, the loss of which cannot be
adequately compensated for in damages by an action at law, and that the breach
or threatened breach of any provision of this Agreement (including Section 9,
Section 10, Section 11, and Section 12) would cause the Company irreparable
harm. The Executive further acknowledges and agrees that in the event of a
breach or threatened breach of any of the covenants contained in this Agreement
(including Section 9, Section 10, Section 11, and Section 12), the Company shall
be entitled to immediate relief enjoining the same in any court or before any
judicial body having jurisdiction over such a claim. All rights and remedies
provided for in this Agreement are cumulative, are in addition to any other
rights and remedies provided for by law, and may, to the extent permitted by
law, be exercised concurrently or separately. The exercise of any one right or
remedy shall not be deemed to be an election of such right or remedy or to
preclude the exercise or pursuit of any other right or remedy.

     Section 19. Benefits of Agreement; Assignment. The terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, permitted assigns, representatives,
heirs and estates, as applicable. This Agreement




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<PAGE>




shall not be assignable by any party hereto without the consent of the other
party hereto, except that the Company may assign this Agreement or its rights
hereunder to any Affiliate of the Company or to any Person succeeding to all or
any substantial portion of their respective businesses. Except as expressly
provided in this Agreement, this Agreement shall not confer any rights or
remedies upon any Person other than the parties hereto and their respective
successors, permitted assigns, representatives, heirs and estates, as
applicable.

     Section 20. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF OHIO, WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF
OHIO, OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF OHIO TO BE APPLIED.

     Section 21. Jury Trial Waiver. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY
RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED TO THE SUBJECT
MATTER HEREOF.

                                    INITIAL:  __________________________________

                                    INITIAL:  __________________________________

     Section 22. Jurisdiction and Venue; Service of Process.

        (a) The parties hereto agree that all disputes among them arising out
of, connected with, related to, or incidental to the relationship established
between them in connection with this Agreement shall be resolved exclusively by
state or federal courts located in the city of Columbus, Ohio and any appellate
court from any thereof, or by an arbitrator located in Columbus, Ohio, in such
cases where they have expressly agreed to binding arbitration.

        (b) Each of the parties hereto hereby irrevocably and unconditionally
submits, for himself, herself or itself and his, her or its property, to the
exclusive jurisdiction of any Ohio state court or federal court of the United
States of America sitting in Columbus, Ohio, and any appellate court from any
thereof, in any suit, action or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereunder or thereunder or for
recognition or enforcement of any judgment relating thereto, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such suit, action or proceeding may be heard and determined in
any such Ohio state court or, to the extent permitted by law, in any such
federal court. Each of the parties hereto agrees that a final judgment in any
such suit, action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

        (c) Each of the parties hereto hereby irrevocably and unconditionally
waives, to the fullest extent he, she or it may legally and effectively do so,
any objection that he, she or it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or



                                       12

<PAGE>

relating to this Agreement or the transactions contemplated hereunder or
thereunder in any Ohio state or federal court of the United States of America
sitting in Columbus, Ohio. Each of the parties hereto hereby irrevocably waives,
to the fullest extent he, she or it may legally and effectively do so, the
defense of an inconvenient forum to the maintenance of such suit, action or
proceeding in any such court.

        (d) Each of the parties hereto hereby agrees that the mailing by
certified or registered mail, return receipt requested, of any process required
by any such court shall constitute valid and lawful service of process against
them, without the necessity for service by any other means provided by law.

     Section 23. Independence of Covenants and Representations and Warranties.
All covenants hereunder shall be given independent effect so that if a certain
action or condition constitutes a default under a certain covenant, the fact
that such action or condition is permitted by another covenant shall not affect
the occurrence of such default, unless expressly permitted under an exception to
such initial covenant. In addition, all representations and warranties hereunder
shall be given independent effect so that if a particular representation or
warranty proves to be incorrect or is breached, the fact that another
representation or warranty concerning the same or similar subject matter is
correct or is not breached shall not affect the incorrectness of or a breach of
a representation and warranty hereunder.

     Section 24. Interpretation and Construction; Defined Terms.

        (a) The term "Agreement" means this Employment Agreement and any and all
schedules, annexes and exhibits that may be attached hereto, as the same may
from time to time be amended, modified, supplemented or restated in accordance
with the terms hereof. The use in this Agreement of the word "including" means
"including, without limitation." The words "herein," "hereof," "hereunder,"
"hereby," "hereto," "hereinafter," and other words of similar import refer to
this Agreement as a whole, and not to any particular article, section,
subsection, paragraph, subparagraph or clause contained in, or any schedule,
annex or exhibit that may be attached to, this Agreement. All references to
articles, sections, subsections, paragraphs, subparagraphs, clauses, schedules,
annexes and exhibits mean such provisions of this Agreement and the schedules,
annexes and exhibits that may be attached to this Agreement, except where
otherwise stated. The title of and the article, section, paragraph, schedule,
annex and exhibit headings in this Agreement are for convenience of reference
only and shall not govern or affect the interpretation of any of the terms or
provisions of this Agreement. The use herein of the masculine, feminine or
neuter forms also shall denote the other forms, as in each case the context may
require. Where specific language is used to clarify by example a general
statement contained herein, such specific language shall not be deemed to
modify, limit or restrict in any manner the construction of the general
statement to which it relates. The language used in this Agreement has been
chosen by the parties to express their mutual intent, and no rule of strict
construction shall be applied against any party. Accounting terms used but not
otherwise defined herein shall have the meanings given to them under GAAP.
Unless otherwise provided herein, the measure of one month or year for purposes
of this Agreement shall be that date of the following month or year
corresponding to the starting date, except that, if no corresponding date
exists, the measure shall be the next day of the following month or year (e.g.,
one month following February 8 is March 8, and one month following March 31 is
May 1).



                                       13

<PAGE>

        (b) The term "Affiliate" means, with respect to any Person, any other
Person that directly or indirectly through one or more intermediaries controls,
is controlled by or is under common control with such Person, where "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

        (c) The term "GAAP" means generally accepted accounting principles in
the United States, as promulgated by the American Institute of Certified Public
Accountants and the Financial Accounting Standards Board.

        (d) The term "Person" shall be construed as broadly as possible and
shall include an individual or natural person, a partnership (including a
limited liability partnership), a corporation, a limited liability company, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, a business, and any other entity, including a governmental entity
such as a domestic or foreign government or political subdivision thereof,
whether on a federal, state, provincial or local level and whether legislative,
executive, judicial in nature, including any agency, authority, board, bureau,
commission, court, department or other instrumentality thereof.

     Section 25. Counterparts and Facsimile Execution. This Agreement may be
executed in two or more counterparts, and each such counterpart shall be an
original instrument, but all such counterparts taken together shall be
considered one and the same agreement, effective when one or more counterparts
have been signed by each party and delivered to the other parties, it being
understood that all parties need not sign the same counterpart. Any signed
counterpart delivered by facsimile shall be deemed for all purposes to
constitute such party's good and valid execution and delivery of this Agreement.

                  [Remainder of page intentionally left blank.]



                                       14

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed and delivered
this Employment Agreement effective as of the date first written above.

                                           THE COMPANY:

                                           PACER GLOBAL LOGISTICS, INC.


                                           By: /s/ Lawrence C. Yarberry
                                              ----------------------------------
                                              Name:  Lawrence C. Yarberry
                                              Title: Executive Vice President


                                           THE EXECUTIVE:


                                           /s/ Carl K. Kooyoomjian
                                           -------------------------------------
                                           Carl K. Kooyoomjian