<PAGE>   1
                                                                   EXHIBIT 10.10


                             [EAGLEUSA LETTERHEAD]

                              EMPLOYMENT AGREEMENT

THIS AGREEMENT CREATES AND AFFECTS SIGNIFICANT LEGAL RIGHTS FOR BOTH YOU AND THE
COMPANY. READ IT CAREFULLY AND BE CERTAIN THAT YOU UNDERSTAND IT BEFORE YOU
AGREE TO ITS TERMS. IF YOU THINK YOU MIGHT WISH TO FIRST CONSULT WITH A LAWYER,
THE COMPANY URGES YOU TO DO SO.

         THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into between RON
TALLEY (the "Employee") and EAGLE USA AIRFREIGHT, INC. (the "Company").

         WHEREAS, the Company wishes to employ Employee under the terms and
conditions set forth below, and the Employee wishes to accept such employment
under the terms and conditions set forth below.

         WHEREAS, Employee acknowledges that Employee has read and is fully
familiar with the terms of this Agreement, that Employee has had a reasonable
opportunity to consider this Agreement and to seek legal counsel, and that after
such review, Employee finds that the promises and considerations provided by
Employee in this Agreement are not greater than necessary for the protection of
the Company's good will and legitimate business interests and do not create
undue hardship for the Employee or the public,

         NOW, THEREFORE, for and in consideration of the above stated premises,
and the mutual promises and agreements set forth herein, the parties agree as
follows:

1.    ARBITRATION. The Company and Employee agree that in the event of any legal
      dispute between the parties concerning this Agreement or legal rights
      arising from or relating to the employment relationship between the
      Company and Employee, the parties shall submit their dispute to binding
      arbitration. Provided, however, that the Company may, at any time, pursue
      the preliminary injunctive remedies specifically provided for in Paragraph
      5(g) below in a court of law and thereafter require arbitration of all
      remaining issues of final relief. This provision does not prohibit
      Employee from filing a charge with a federal administrative agency.
      Insured workers compensation claims (other than wrongful discharge
      claims), and claims for unemployment insurance are excluded from
      arbitration under this provision. The arbitration will be conducted under
      the authority of the Federal Arbitration Act. The Arbitration will be
      conducted by the American Arbitration Association, or other mutually
      agreeable arbitration service. The arbitrator(s) shall be duly licensed to
      practice law in the State of Texas. Either party may pursue a motion for
      summary judgment from the arbitrator(s) which shall be decided under the
      federal standard. Each party will be allowed at least one deposition. The
      arbitrator(s) shall be required to state in a written opinion all facts
      and conclusions of law relied upon to support any outcome determinative
      error of state or federal law, or to fashion a cause of action or whether
      the arbitrator(s) authority has been exceeded will be resolved by summary
      judgment in a court of law. In all other respects, the arbitration process
      will be conducted in accordance with the American Arbitration Association
      employment arbitration rules or other mutually agreeable arbitration
      service rules with each party's expenses therefrom to be borne by that
      party unless otherwise determined by the arbitrator(s). All proceedings
      shall be conducted in Houston, Texas, or another mutually agreeable site.
      The duty to arbitrate described above shall survive the termination of
      this Agreement. The parties hereby waive trial in a court of law or by
      jury. All other rights, remedies, time limitations and defenses applicable
      to claims asserted in a court of law will apply in the arbitration.

2.    DUTIES. Upon the effective date of this Agreement, Employee (i) shall
      commence to perform the duties of the position to which he or she is
      assigned, and (ii) shall devote such time, ability, skills and attention
      to the business of the Company as shall be reasonably 



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      necessary to perform the assigned duties and performance targets, (iii)
      shall perform the duties in a reasonable, timely and professional manner,
      and (iv) shall comply with all applicable policies and rules of the
      Company. Employee's position will involve Employee being in charge as the
      CHIEF OPERATING OFFICER (CORPORATE) of the Company's operations in the
      area assigned to Employee, involves providing unique or special services,
      and will require Employee to exercise independent discretion without day
      to day supervision.

3.    TERM, TERMINATION AND COMPENSATION. The following terms of employment will
      apply:

        a.  TERM. Company agrees to employ Employee for an initial term of
            thirty (30) days (the "Initial Term"), and as an Employee with no
            definite term or tenure of employment thereafter. Recoverable
            damages, if any, for termination of employment will be limited to
            the Employee's Ordinary Wages for the remaining portion of the
            Initial Term or pay period the Employee is in at the time. "Pay
            Period" means the bi-weekly or monthly period within which Employee
            receives a pay check. "Ordinary wages" shall be calculated based on
            the per diem average of Employee's wages (excluding bonuses,
            contests, or other unusual awards) in the previous thirty (30) day
            period or such shorter period as Employee has been or presumed to
            extend past the Initial Term, or notice period in effect thereafter,
            for purposes of any damage calculation.

        b.  TERMINATION. Employment may be terminated by the Employee, with or
            without cause, at any time, so long as fourteen (14) days notice to
            the Company is provided. During the Initial Term, employment may
            only be terminated by the Company for "cause". After the Initial
            Term, Company may terminate Employee's employment (a) at its
            discretion, with or without "cause", upon fourteen (14) days notice,
            or (b) without any notice for "cause". As used here, "cause" will
            include death, the elimination of Employee's position, an indication
            of any intent to quit by Employee, insubordination, lies or
            misrepresentations to the Company, inability to perform essential
            functions of the job after accommodation or leave are applied to the
            extent required by law, failure or refusal to perform assigned
            duties, fraud, negligence, violation of Company rules of behavior,
            or a failure to abide by the terms of this Agreement.

        c.  EARLY PAYMENT. The Company may buy off the unexpired portion of the
            Initial Term or thereafter provide pay in lieu of fourteen days
            notice, at any time, by paying Employee his or her ordinary wages
            for the remainder of that applicable time period.

        d.  COMPENSATION. Company shall provide Employee wages and benefits
            subject to adjustment at the discretion of the Company during
            employment. Employee authorizes the Company to make any deductions
            from his or her compensation, including his or her final pay check,
            that are deemed necessary by the Company to comply with state or
            federal laws on withholdings, to compensate for property not
            returned, or to recover advances paid to Employee. To the extent
            Employee is paid by commission, Employee understands and agrees that
            credit for sales towards a commission are not considered earned
            unless full payment is received for the sale and full compliance
            with all terms of this Agreement is maintained. As concerns
            commissions that are not paid or sales towards a commission that are
            not credited at the time Employee's employment with the Company
            terminates, the outstanding commission will not be considered earned
            or payable, and will be forfeited along with any other incentive
            compensation, if the Company determines that Employee has failed to
            comply with the protective covenants in sections 4 and 5 below.



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EMPLOYMENT AGREEMENT                 PAGE 2                           RON TALLEY

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4.    BUSINESS INTERESTS AND OBLIGATIONS. The following are the parties'
      agreements as to the legitimate protectible business interests of the
      Company:

        a.  TRADE SECRETS. During the Initial Term, and as deemed necessary by
            the Company thereafter, Employee will be given access to and allowed
            to become familiar with various trade secrets of the Company which
            are applicable to the Employee's position under the Company's normal
            policies and procedures. These trade secrets may include, without
            limitation, compilations of market information, customer lists, and
            business plans of the Company. Employee agrees that Employee shall
            not disclose any of the trade secrets, directly or indirectly, nor
            use them in any way, either during the term of this agreement or at
            any time thereafter, except as required in the ordinary course of
            Employee's employment for the benefit of Company.

        b.  CONFIDENTIAL INFORMATION. During the Initial Term, and as deemed
            necessary by the Company thereafter, the Company will provide
            Employee confidential information, and/or access to confidential
            information, that is applicable to the Employee's position under the
            Company's normal policies and procedures. The parties agree that,
            for purposes of this Agreement, "Confidential Information" is
            information acquired by the Employee in the course and scope of his
            or her activities for the Company that is designated by the Company
            as "confidential" or that the Company indicates through its
            policies, procedures, or other instructions should not be disclosed
            to anyone outside the Company except through controlled means. The
            controlled disclosure of Confidential Information to customers or
            vendors for legitimate business purposes and the availability of the
            Confidential Information to others outside the Company through
            independent investigation and effort will not remove it from
            protected as Confidential Information status under this Agreement if
            the employee acquired the Confidential Information while employed
            with the Company. Employee agrees to use such Confidential
            Information for the exclusive benefit of the Company, and Employee
            shall not, during employment with the Company or thereafter,
            directly or indirectly, use the Confidential Information for any
            other purpose. Confidential information may also be protected as
            trade secret under Paragraph 4(a) above. Some examples of
            Confidential Information are internal financial statements and
            analysis, personnel files and evaluations, internal pricing and cost
            information, customer lists and contacts information, salary and
            compensation information, and information concerning specific
            customer needs.

        c.  GOODWILL. During the Initial Term, and as deemed necessary by the
            Company thereafter, Company agrees to provide Employee with
            compensation, expense reimbursements in accordance with Company
            policy limits, confidential information, and contact with customers,
            contractors, vendors and co-workers, in order to help Employee
            develop goodwill for the Company, where applicable to Employee's
            position under the Company's normal policies and procedures.
            Employee agrees to use the goodwill developed with the Company's
            customers, contractors, vendors and co-workers for the exclusive
            benefit of the Company.

5.    PROTECTIVE COVENANTS. Employee agrees that the following covenants are
      reasonable and necessary protective covenants for the protection of the
      business interests described in Paragraph 4 above:


        a.  DEFINITIONS. "Competing Business" means any business involving
            freight logistics, freight forwarding, or any related activities
            that involve the same type of services 


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            sold by the Company, or any business so similar in nature that it
            would displace business opportunities or customers of the Company.
            "Covered Customer" means those customer entities and/or persons who
            did business with the Company and that Employee either (a) received
            Confidential Information about, or (b) had contact with within the
            last twenty four (24) month period that Employee was employed with
            Company. "Restricted Area" means (a) a one hundred fifty (150) mile
            radius of any station of the Company that Employee worked out of,
            provided services to, or provided supervision over, and (b) any
            location, storefront, address or place of business where a Covered
            Customer is present and available for solicitation. Employee may not
            circumvent the purpose of any restriction by engaging in business in
            the Restricted Area through remote means like telephone,
            correspondence, or computerized communication.

        b.  HANDLING OF COVERED ITEMS. All information and material covered by
            Paragraphs 4 (a)-(c) shall remain the exclusive property of the
            Company, and shall not be removed from the premises of the company
            without the prior consent of the Company. If removed from the
            Company premises by consent, such information and material will be
            used only for the benefit of the Company in the ordinary course of
            business. All documents covered by Paragraphs 4 (a)-(c) are, and
            shall continue to be, the property of the Company, and shall,
            together with all copies thereof, be returned and delivered to the
            Company by Employee immediately without demand, upon the termination
            of the Employee's employment with the Company, and shall be returned
            at any time if the Company so demands.

        c.  RESTRICTION ON INTERFERING WITH EMPLOYEE RELATIONSHIPS. Employee
            agrees that during employment with Company, and for a period of
            twelve (12) complete calendar months following the termination of
            Employee's employment with the Company, Employee will not, either
            directly or indirectly, hire, call on, solicit, or take away, or
            attempt to call on, solicit or take away any of the employees or
            officers of the Company or encourage any employees or officers of
            the Company to terminate their relationship with the Company,
            without the prior written consent of James R. Crane or his designee.

        d.  RESTRICTION ON INTERFERING WITH CUSTOMER RELATIONSHIPS. Employee
            agrees that during employment with the Company, and for a period of
            twelve (12) complete calendar months following the termination of
            Employee's employment with the Company, Employee will not, directly
            or indirectly, except in connection with Employee's employment with
            the Company, service, call on, solicit, or take away, or attempt to
            call on, solicit, or take away any of the Covered Customers of the
            Company in the Restricted Area, without the prior written consent of
            James R. Crane or his designee.

        e.  RESTRICTION ON UNFAIR COMPETITION. Employee agrees that during
            employment with the Company, Employee will not participate in any
            way in a Competing Business. Employee agrees that for twelve (12)
            complete calendar months following termination of employment,
            Employee will not actively participate in a Competing Business in
            the Restricted Area by providing services (whether as an employee,
            agent, consultant, advisor, independent contractor, or other
            capacity) to a Competing Business in a position that would involve
            the use or disclosure of Company trade secrets or Confidential
            Information, that has substantially the same functions and/or
            responsibilities as a position Employee held with Company, or that
            involves supervision over substantially the same functions and/or
            responsibilities.



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            Employee agrees that during employment with the Company, Employee
            will not participate in any way in a Competing Business. Employee
            agrees that for twelve (12) complete calendar months following
            termination of employment, Employee will not actively participate in
            a Competing Business in the Restricted Area. For purpose of this
            paragraph, "actively participate in" includes participating,
            directly or indirectly, either as an employee, consultant, partner,
            shareholder (other than through ownership of publicly-traded capital
            stock of a corporation which represents less than ten percent (10%)
            of the outstanding capital stock of such corporation), lender,
            corporate officer, director, or in any other capacity, in assisting
            a Competing Business if the participation would involve, in any way,
            influence or input into the Competing Business' business decisions
            or relationships with customers."

            Employee agrees that competition in violation of these terms is
            intrinsically unfair to the Company because it would involve
            inevitable disclosure of trade secrets and confidential information,
            as well as conversion of the Company's investment in goodwill and
            training and confusion over company names and associations.

        f.  SURVIVAL OF COVENANTS. Each restriction set forth in Paragraph 5
            hereof shall survive the termination of Employee's employment with
            the Company. The existence of any claim or cause of action of the
            Employee against the Company whether predicated on this Agreement or
            otherwise shall not constitute a defense to the enforcement by the
            Company of said covenant. In the event an enforcement remedy is
            sought under Paragraph 5(g), the time periods provided for in
            Paragraph 5 shall be extended by one day for each day Employee
            failed to comply with the restriction at issue.

        g.  REMEDIES. In the event of breach or threatened breach by Employee of
            any provision of Paragraph 5 hereof, the Company shall be entitled
            to (i) injunctive relief by temporary restraining order, temporary
            injunction, and/or permanent injunction, (ii) recovery of all
            attorney's fees and costs incurred by the Company in obtaining such
            relief, and (iii) any other legal and equitable relief to which it
            may be entitled, including any and all monetary damages which the
            Company may incur as a result of said breach or threatened breach.
            An agreed amount for the bond to be posted if an injunction is
            sought by the Company, is $1,000. The Company may pursue any remedy
            available, including declaratory relief, concurrently or
            consecutively in any order as to any breach, violation, or
            threatened breach or violation, and the pursuit of one such remedy
            at any time will not be deemed an election of remedies or waiver of
            the right to pursue any other remedy. The Company has the right to
            pursue partial enforcement, and/or to seek declaratory relief
            regarding the enforceable scope of this Agreement without penalty
            and without waiving the Company's right to pursue any other
            available remedy subsequent to declaratory relief.

        h.  EARLY RESOLUTION CONFERENCE. This Agreement is understood to be
            clear and enforceable as written and is executed by both parties on
            that basis. However, should Employee later challenge any provision
            as unclear, unenforceable, or inapplicable to activity that Employee
            intends to engage in, Employee will first notify the Company in
            writing and meet with a Company representative and a neutral
            mediator (if the Company elects to retain one at its expense) to
            discuss resolution of any disputes between the parties. Employee
            will provide this notification at least fourteen (14) days before
            Employee engages in any activity on behalf of a Competing Business
            or engages in other activity that could foreseeably fall within a
            questioned restriction. The failure to comply with this requirement
            shall waive Employee's right to challenge the reasonable scope,
            clarity, 



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            applicability, or enforceability of the Agreement and its
            restrictions at a later time. All rights of both parties will be
            preserved if the Early Resolution Conference requirement is complied
            with even if no agreement is reached in the conference.

        i.  CHANGES IN RESTRICTIONS. The parties agree that the Company may
            change the scope, geography and/or time limitations which apply to
            the restrictions in Paragraph 5 as a condition of a reassignment,
            promotion, or other change in position, compensation, or duties for
            the Employee. The agreements in Paragraphs 4 and 5 are independently
            sufficient to support this option provided to the Company. Such a
            change in the terms of this Agreement will be made in writing by a
            duly authorized officer of the Company. The Company will give the
            Employee at least fourteen (14) days written notice of the change in
            terms. Employee's act in continuing employment after the effective
            date will be deemed an acceptance of the change.

        j.  ANCILLARY INTERESTS. The parties agree that any one of the
            agreements in Paragraphs 4(a) - (c) standing alone, will be deemed
            an otherwise enforceable agreement at the time this Agreement was
            made, and gives rise to the need for the restrictions in Paragraphs
            5 (a) - (h).

6.    MERGER OR ACQUISITION DISPOSITION. In the event the Company should
      consolidate, or merge into another entity, or transfer all or
      substantially all of its assets to another entity, or divide its assets
      among a number of entities, this Agreement shall continue in full force
      and effect with regard to the surviving entity.

7.    NOTICES. All notices, requests, consents, and other communications under
      this Agreement shall be in writing and shall be deemed to have been
      delivered on the date personally delivered or on the date deposited in a
      receptacle maintained by the United States Postal Service for such
      purpose, postage prepaid, by certified mail, return receipt requested,
      addressed to the Company at:

                           EAGLE USA AIRFREIGHT, INC.
                           15350 Vickery Drive
                           Houston, Texas  77032
                           Attn:  Donna Wheeler Fernandez

      and to the Employee at the address set forth below Employee's signature on
      the signature page hereto. Either party hereto may designate a different
      address by providing written notice of such new address to the other party
      hereto.

8.    SEVERABILITY. If any provision contained in this Agreement is determined
      to be void, illegal or unenforceable, in whole or in part, then the other
      provisions contained herein shall remain in full force and effect as if
      the provision which was determined to be void, illegal, or unenforceable
      had not been contained herein. If the restrictions in paragraph 5 are
      deemed unenforceable as written, the parties expressly authorize the court
      to revise, delete, or add to the restrictions contained in Paragraph 5 of
      the Agreement to the extent necessary to enforce the intent of the parties
      and to provide the Company's goodwill, confidential information, and other
      business interests with effective protection.

9.    WAIVER, OPPORTUNITY TO CURE, MODIFICATION, AND INTEGRATION. The waiver by
      any party hereto of a breach of any provision of this Agreement shall not
      operate or be construed as a waiver of any subsequent breach by any party;
      provided, however, that if Employee becomes aware of any breach of any
      material term of this agreement by the Company, Employee will give the
      company written notice of the alleged breach within seven (7) days 



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      and give the Company thirty (30) days to cure such alleged breach.
      Employee's failure to provide this notice and opportunity to cure will
      waive any right of Employee to assert that alleged breach at a later time.
      This instrument contains the entire agreement of the parties. This
      Agreement may not be modified, altered or amended except by written
      agreement of all the parties hereto, except as provided in Paragraph 5
      (i)above or by order of the court pursuant to Paragraph 8 above.

10.   BINDING EFFECT. This Agreement shall be binding and effective upon the
      Company and its successors and permitted assigns, and upon Employee,
      Employee's heirs and representatives.

11.   GOVERNING LAW. It is the intention of the parties that the laws of the
      State of Texas should govern the validity of this Agreement, the
      construction of its terms, and the interpretation of the rights and duties
      of the parties hereto; provided, however, that federal law will control as
      to the arbitration clause. The agreed venue and jurisdiction for any
      claims or disputes under this Agreement is Houston, Texas.

12.   REPRESENTATION OF EMPLOYEE. Employee hereby represents and warrants to the
      Company that Employee has not previously assumed any obligations
      inconsistent with those contained in this Agreement, and will not use,
      disclose, or otherwise rely upon any confidential information or trade
      secrets derived from any previous employment, if Employee has any, in the
      performance of his duties on behalf of the Company.

13.   COUNTERPART EXECUTION. This Agreement may be executed in two or more
      identical counterparts, each of which shall be deemed an original, but all
      of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties agree to the foregoing terms with an effective
date of MAY 19, 1998.

                                  EMPLOYEE: /s/ RONALD E. TALLEY
                                           ------------------------------
                                                  Signature

                                  Printed Name:  RONALD E. TALLEY

                                  Address:          46 WINDHAVEN
                                                  ------------------------------
                                  City, State Zip   THE WOODLANDS, TEXAS 77381
                                                  ------------------------------

                                  COMPANY:      EAGLE USA AIRFREIGHT, INC.

                                  By:       /s/ JAMES R. CRANE
                                           ------------------------------
                                  Printed Name:    JAMES R. CRANE

                                  Title:           PRESIDENT



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<PAGE>   8

                          EMPLOYMENT AGREEMENT ADDENDUM
                            (FOR EXISTING EMPLOYEES)


      As an addendum to the Employment Agreement between RON TALLEY (the
"Employee") and EAGLE USA AIRFREIGHT, Inc. (the "Company") dated MAY 19, 1998
(the "Employment Agreement"). Company agrees to pay to Employee the sum of one
hundred dollars ($100) within thirty (30) days of the date of this agreement as
consideration for Employee's agreement to the terms of this Employment Agreement
Addendum, in addition to and in further support of the mutual promises and
agreements set forth in the Employment Agreement. In exchange, Employee agrees:

a)   that all rights and remedies provided for in any prior employment
     agreements between the parties are fully replaced with the new rights and
     remedies provided for in the Employment Agreement

b)   that goodwill developed with the Company's customers by Employee in the
     past is now the property of the Company, whether previously so agreed or
     not

c)   that Trade Secrets and Confidential Information of the Company acquired by
     Employee during past employment with the Company is now to be used by
     Employee for the exclusive benefit of the Company, whether previously so
     agreed or not, and

d)   that all provisions of the Employment Agreement including, without
     limitation, the arbitration clause and protective covenants, will be
     complied with by Employee from the date of this addendum forward. The
     definitions applied in the Employment Agreement also apply to this
     Employment Agreement Addendum.


EMPLOYEE: /s/ RONALD E. TALLEY              COMPANY:  EAGLE USA AIRFREIGHT, INC.
         ---------------------------------
Printed Name: RONALD E. TALLEY              By: /s/ JAMES R. CRANE
             -----------------------------     ---------------------------------
Address: 46 WINDHAVEN                       Printed Name: JAMES R. CRANE
        ----------------------------------               -----------------------
City,State, Zip:THE WOODLANDS, TEXAS 77381  Title: President
                --------------------------        ------------------------------
Date:  5-27-98                              Date: 5-19-98
      ------------------------------------       -------------------------------




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EMPLOYMENT AGREEMENT                 PAGE 8                          RON TALLEY