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                                                                    EXHIBIT 10.9


[EAGLEUSA LOGO]


                              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 JOHN
MCVANEY (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 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 

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     applicable policies and rules of the Company. Employee's position will
     involve Employee being in charge of Domestic Operations (Company-wide) 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.

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



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         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 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 



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              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.

              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), 


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              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, 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 



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              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:  JAMES R. CRANE

    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 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.



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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 September 24, 1998.

                        EMPLOYEE:     /s/ JOHN C. MCVANEY
                                   ---------------------------------------------
                                          Signature

                        Printed Name:    JOHN C. MCVANEY

                        Address:         5521 BORDLEY DR
                                        ----------------------------------------
                        City, State Zip  HOUSTON, TX 77056
                                        ----------------------------------------

                        COMPANY:      EAGLE USA AIRFREIGHT

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

                        Title:           PRESIDENT



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                          EMPLOYMENT AGREEMENT ADDENDUM
                            (FOR EXISTING EMPLOYEES)




      As an addendum to the Employment Agreement between JOHN C. MCVANEY (the
"Employee") and EAGLE USA AIRFREIGHT (the "Company") dated September 24, 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/ JOHN C. MCVANEY              COMPANY:  EAGLE USA AIRFREIGHT
          --------------------------------

Printed Name: JOHN C. MCVANEY               By: /s/ JAMES R. CRANE
              ----------------------------      --------------------------------
Address: 5521 BORDLEY DR                    Printed Name:  JAMES R. CRANE
         ---------------------------------                ----------------------
City, State, Zip: HOUSTON, TX 77056         Title:  President
                  ------------------------         -----------------------------
Date:    9-28-98                            Date:  9-24-98
       -----------------------------------        ------------------------------
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