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                                                                   EXHIBIT 10.37

                                                                  EXECUTION COPY


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"),
dated as of March 1, 2003, is by and between Pacer Global Logistics, Inc., an
Ohio corporation (the "Company"), and Jeffrey R. Brashares (the "Employee").

                                    PREAMBLE

         The Company and the Employee are entering into this Agreement to amend
and restate the Original Agreement (as defined in Section 12) to set forth the
terms and conditions of the Employee's continued employment with the Company.

         ACCORDINGLY, in consideration of the foregoing and the mutual
representations, warranties, 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 Employee,
the Company and the Employee hereby agree as follows:

     Section 1. Duties. On the terms and subject to the conditions contained in
this Agreement, the Employee will be employed by the Company as an Executive
Vice President of the overall Company and as the divisional President of the
Company's Transportation Services Division, responsible for all internal
operations of such division (the "Duties"), reporting to and subject to the
supervision and direction of the Company's Board of Directors (the "Board") and
the Company's more senior officers. The Employee shall perform the Duties and
such other duties and services on behalf of the Company and its subsidiaries and
other affiliates consistent with such position as reasonably may be assigned to
the Employee from time to time by the Board or the Company's more senior
officers. Anything contained in this Section 1 or elsewhere in this Agreement to
the contrary notwithstanding, the Employee acknowledges and agrees that the
Employee's position and title with the Company may be subject to change in the
event that the Company is merged with or into or otherwise consolidated or
combined with or into Pacer or any of its other subsidiaries or affiliates;
provided, however, that the foregoing acknowledgement and agreement shall in no
way limit or adversely affect the Employee's rights to terminate his employment
hereunder for Good Reason pursuant to the applicable provisions of Section 7(c).

     Section 2. Term. The Employee's employment hereunder shall be for the
period (the "Employment Period") that commenced on January 1, 2003, and will end
on the date that such employment is terminated in accordance with the applicable
provisions of Section 6 or Section 7, as the case may be.

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

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     Section 4. Base Salary; Bonus; Benefits.

     (a) During the Employment Period, the Company (or any of its subsidiaries
or other affiliates) shall pay the Employee a minimum annual base salary (the
"Base Salary") of $250,000, payable in such installments (but not less often
than monthly) as is generally the policy of Pacer and its subsidiaries from time
to time with respect to the payment of regular compensation to their respective
executive officers. During the Employment Period, the Employee will be entitled
to (i) no less than four (4) weeks vacation per calendar year occurring during
the Employment Period, which shall accrue and be taken in accordance with the
Company's policy in effect from time to time, (ii) up to $400 per month for
country club dues and up to $1,700 per month for an automobile allowance, and
(iii) such paid holidays and other benefits as may be made available from time
to time to other executive officers of Pacer and its subsidiaries generally,
including, without limitation, participation in such health, life and disability
insurance programs and retirement or savings plans, if any, as Pacer and its
subsidiaries may from time to time maintain in effect, subject to Pacer's and
its subsidiaries' rights from time to time to amend, modify, change or terminate
in any respect any of their respective employee benefit plans, policies,
programs or benefits.

     (b) In addition to the Base Salary and benefits set forth in Section 4(a),
subject to the terms and conditions of this Agreement, the Employee shall be
entitled to receive (1) a cash bonus for the fiscal year of the Company
commencing January 1, 2003, and ending December 31, 2003, in the fixed amount of
$322,000 (the "2003 Bonus"), and (2) a cash bonus for the fiscal year of the
Company commencing January 1, 2004, and ending December 31, 2004, in the fixed
amount of $322,000 (the "2004 Bonus," and together with the 2003 Bonus, the
"Fixed Bonuses"). Each Fixed Bonus that shall become payable under this
Agreement shall be paid in equal quarterly installments (or, at the Company's
sole option, in more frequent equal installments) no later than thirty (30) days
following the end of each calendar quarter (e.g., on or prior to April 1, 2003,
in the case of the first quarterly installment for calendar year 2003). Anything
contained in this Agreement to the contrary notwithstanding:

          (i) if the Employee's employment with the Company is terminated at any
     time on or after January 1, 2003, and on or before December 31, 2003, for
     any reason other than a termination by the Company without "cause" pursuant
     to Section 7(b) or a termination by the Employee for "good reason" pursuant
     to Section 7(c), the Employee will not be entitled to receive, and neither
     the Company nor any of its subsidiaries or other affiliates shall be
     obligated to pay the Employee, any remaining unpaid portion of the 2003
     Bonus or the 2004 Bonus;

          (ii) if the Employee's employment with the Company is terminated at
     any time on or after January 1, 2003, and on or before December 31, 2003,
     by the Company without "cause" pursuant to Section 7(b) or by the Employee
     for "good reason" pursuant to Section 7(c), the Employee shall be entitled
     to receive, to the extent not previously paid, the 2003 Bonus and the 2004
     Bonus, payable in accordance with the foregoing terms and conditions of
     this Section 4(b);

          (iii) if the Employee's employment with the Company is terminated at
     any time on or after January 1, 2004, and on or before December 31, 2004,
     for any reason

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     other than a termination by the Company without "cause" pursuant to Section
     7(b) or a termination by the Employee for "good reason" pursuant to Section
     7(c), the Employee will not be entitled to receive, and neither the Company
     nor any of its subsidiaries or other affiliates shall be obligated to pay
     the Employee, any remaining unpaid portion of the 2004 Bonus; and

          (iv) if the Employee's employment with the Company is terminated at
     any time on or after January 1, 2004, and on or before December 31, 2004,
     by the Company without "cause" pursuant to Section 7(b) or by the Employee
     for "good reason" pursuant to Section 7(c), the Employee shall be entitled
     to receive, to the extent not previously paid, the 2004 Bonus, payable in
     accordance with the foregoing terms and conditions of this Section 4(b).

     (c) Commencing with the fiscal year of the Company beginning on January 1,
2005, in addition to the Base Salary and benefits set forth in Section 4(a), the
Employee shall be entitled to participate during the Employment Period in the
Company's performance bonus plan or program as in effect from time to time with
respect to the Company's similarly situated executive officers (the "Bonus
Plan"), subject in all cases to the terms and conditions of this Agreement and
the Bonus Plan as in effect for the period in question. The amount of such
performance bonus, if any, that may be awarded and payable to the Employee with
respect to each fiscal year of the Company ending after December 31, 2004, and
occurring during the Employment Period, shall be targeted at fifty percent (50%)
of the Base Salary in effect for such fiscal year, with the actual amount of
such performance bonus, if any, being determined by the Board in its sole and
absolute discretion based on and to the extent of the achievement or
satisfaction of such targets, goals and conditions as may be provided in the
Bonus Plan for such fiscal year and as the Board otherwise may determine (which
may include business, financial, operating and/or other performance measures
applicable to the Company and/or its subsidiaries and other affiliates, as well
as individual performance criteria determined by the Board). The performance
bonus, if any, awarded and payable to the Employee under the Bonus Plan with
respect to each fiscal year of the Company ending after December 31, 2004, and
occurring during the Employment Period (including any pro rated amount payable
pursuant to the further terms and conditions of this Section 4(c)) 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 Employee's rights to
participate in, and to receive a performance bonus under, the Bonus Plan in
effect for any such fiscal year shall be subject to the Company's right at any
time and from time to time to amend, modify, change or terminate the Bonus Plan
in any respect. Anything contained in this Agreement to the contrary
notwithstanding:

          (i) if the Employee's employment with the Company is terminated at any
     time after on or after January 1, 2005, for any reason other than a
     termination by the Company without "cause" pursuant to Section 7(b) or a
     termination by the Employee for "good reason" pursuant to Section 7(c), the
     Employee will not be entitled to receive, and neither the Company nor any
     of its subsidiaries or other affiliates shall be obligated to pay the
     Employee, any performance bonus that previously may have been awarded by
     the Board with respect to the fiscal year of the Company in which such
     termination occurred or thereafter; and

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          (ii) if the Employee's employment with the Company is terminated at
     any time after on or after January 1, 2005, by the Company without "cause"
     pursuant to Section 7(b) or by the Employee for "good reason" pursuant to
     Section 7(c), the Employee shall be entitled to receive that portion of the
     performance bonus, if any, that previously may have been awarded by the
     Board and that may be payable for the fiscal year of the Company during
     which such termination occurs pro rated through the date of such
     termination based on the number of days elapsed from the beginning of such
     fiscal year through the termination date over three hundred and sixty-five
     (365) days, payable in accordance with the terms and conditions of Section
     4(c).

     (d) All references herein to compensation to be paid to the Employee are to
the gross amounts thereof that may be due hereunder. The Company shall have the
right to deduct therefrom all sums that may be required to be deducted or
withheld under any provision of law (including, without limitation, social
security payments, income tax withholding, and any other deduction required by
law) as in effect at all relevant times during the term of this Agreement.

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

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

     Section 7. Termination.

     (a) The Company may terminate the Employee's employment hereunder at any
time for "cause" by giving the Employee written notice of such termination,
containing reasonable specificity of the grounds therefor. For purposes of this
Agreement, "cause" shall mean (i) the Employee's willful misconduct with respect
to the business and affairs of the Company or any of its subsidiaries or other
affiliates, (ii) the Employee's willful neglect of the Employee's duties or the
failure to follow the lawful and reasonable directions of the Board or more
senior officers of the Company to whom the Employee reports, including, without
limitation, the violation of any material policy of the Company or any of its
subsidiaries or other affiliates that is applicable to the Employee, (iii) the
Employee's material breach of any of the provisions of this Agreement or any
other material written agreement between the Employee and the Company or any of
its subsidiaries or other affiliates and, if such breach is capable of being
cured, the Employee's failure to cure such breach within thirty (30) days of
receipt of written

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notice thereof from the Company or any of its subsidiaries or other affiliates,
(iv) the Employee's commission of a felony, (v) the Employee's commission of an
act of fraud or financial dishonesty with respect to the Company or any of its
subsidiaries or other affiliates, or (vi) the Employee's conviction 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 Employee's employment hereunder at any
time without "cause" by giving the Employee 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 such notice.

     (c) The Employee may terminate his employment hereunder at any time for
"good reason" by giving the Company written notice of such termination,
containing reasonable specificity of the grounds therefor, which termination
shall be effective as of the date the Company is deemed to have received such
notice pursuant to Section 13. For purposes of this Agreement, "good reason"
shall mean (i) any reduction in the Employee's then-current Base Salary; (ii)
any reduction in the benefits required under this Agreement to be provided by
the Company to the Employee, and if such reduction is capable of being cured,
the Company's failure to cure the same within thirty (30) days after the
Company's receipt of written notice thereof from the Employee; (iii) any breach
by the Company of its material obligations to the Employee under this Agreement
and, if such breach is capable of being cured, the Company's failure to cure
such breach within thirty (30) days after the Company's receipt of written
notice thereof from the Employee; and (iv) the Employee's principal office is
relocated to any location that is more than one hundred (100) miles from the
Columbus, Ohio, metropolitan area without the Employee's consent.

     Section 8. Effect of Termination.

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

          (i) the earned and unpaid portion of the Base Salary provided for in
     Section 4(a), computed on a per diem basis to the effective date of such
     termination (over a year of 365 days);

          (ii) reimbursement for any expenses for which the Employee shall not
     have theretofore been reimbursed, as provided in Section 5;

          (iii) the unpaid portion of any amounts earned by the Employee prior
     to the effective date of such termination pursuant to any benefit program
     in which the

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     Employee participated during the Employment Period; provided, however, that
     the Employee shall not be entitled to receive any benefits under any
     benefit program that have accrued during any period if the terms of such
     program require that the beneficiary be employed by the Company as of the
     end of such period; provided, however, that the foregoing shall not be
     deemed to constitute a waiver of the Employee's rights to continue coverage
     pursuant to the applicable provisions of the Consolidated Omnibus Budget
     Reconciliation Act of 1993 (COBRA), subject to the applicable terms and
     conditions thereof; and

          (iv) if such termination occurs pursuant to Section 6 as a result of
     the Employee's death or disability, the earned and unpaid portion of the
     2003 Bonus and 2004 Bonus provided for in Section 4(b), computed on a per
     diem basis to the effective date of such termination (in either case over a
     year of 365 days).

     (b) Upon the effective date of termination of the Employee's employment
under this Agreement by the Company without "cause" pursuant to Section 7(b) or
by the Employee for "good reason" pursuant to Section 7(c), neither the Employee
nor the Employee's beneficiaries or estate shall have any further rights under
this Agreement or any claims against the Company or any of its subsidiaries or
other affiliates arising out of this Agreement, except the right to receive,
within thirty (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 clauses (ii), (iii) and (iv) 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);

          (ii) provided that the Employee is not in breach of any term or
     provision of this Agreement surviving such termination and does not engage
     in any activity or conduct prohibited by Section 9 (regardless of the
     extent to which such Section may be enforced under applicable law), the
     right to continue to receive the Base Salary for the longer of (A) the
     period commencing on the effective date of such termination and ending on
     December 31, 2004, and (B) a period of one (1) year commencing on the
     effective date of such termination and ending on the first anniversary of
     the effective date of such termination (the applicable period being called
     the "Severance Period" herein), in either case being payable during the
     Severance Period in such manner as the Base Salary would have been payable
     pursuant to Section 4(a), with the parties understanding that the Employee
     shall not have any duty to mitigate the Company's liability pursuant to
     this Section 8(b)(ii) by seeking subsequent employment or other engagements
     for compensation;

          (iii) if such termination occurs after December 31, 2002, and provided
     that the Employee is not in breach of any term or provision of this
     Agreement surviving such termination and does not engage in any activity or
     conduct prohibited by Section 9 (regardless of the extent to which such
     Section may be enforced under applicable law), the right to receive the
     2003 Bonus and the 2004 Bonus (to the extent not previously paid) to which
     the Employee may be entitled pursuant to the applicable provisions of
     Section 4(b), payable in accordance with Section 4(b); and

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          (iv) if such termination occurs after December 31, 2004, and provided
     that the Employee is not in breach of any term or provision of this
     Agreement surviving such termination and does not engage in any activity or
     conduct prohibited by Section 9 (regardless of the extent to which such
     Section may be enforced under applicable law), the right to receive such
     bonus (or portion thereof), if any, that may be awarded and to which the
     Employee may be entitled pursuant to the applicable provisions of Section
     4(c) with respect to the fiscal year of the Company during which such
     termination occurs, payable in accordance with Section 4(c).

     Section 9. Disclosure of Information; Non-competition.

     (a) From and after the date hereof, the Employee shall not at any time use
or disclose, divulge, furnish, or make accessible to any person or entity (other
than any officer, director, employee, affiliate or representative of the
Company), except as required in connection with the performance of the
Employee's duties under and in compliance with this Agreement and as required by
law and judicial process (after giving the Company reasonably timely notice of
the receipt of any such legal or judicial requirement), any Confidential
Information (as defined in Section 9(b)) heretofore acquired or acquired during
the Employment Period for any reason or purpose whatsoever, nor shall the
Employee make use of any of the Confidential Information for the Employee's own
purposes or for the benefit of any person or entity except the Company or any of
its subsidiaries or other affiliates.

     (b) For purposes of this Agreement, "Confidential Information" means (i)
the Intellectual Property Rights (as defined in Section 9(c)) of the Company and
its subsidiaries and other affiliates, and (ii) all other knowledge and
information of a proprietary or confidential nature relating to the Company or
any of its subsidiaries or other affiliates, or the business or assets of the
Company or any of its subsidiaries or other affiliates, including, without
limitation, books, records, agent and independent contractor lists and related
information, customer lists and related information, vendor lists and related
information, supplier lists and related information, distribution channels,
pricing information, cost information, marketing plans, strategies, forecasts,
financial statements, budgets and projections, other than (A) information that
is generally available to the public on the date hereof, or that becomes
generally available to the public after the date hereof without action by the
Employee, or (B) information that the Employee receives from a third party who
does not have any independent obligation to the Company to keep such information
confidential.

     (c) For purposes of this Agreement, the term "Intellectual Property Rights"
means all industrial and intellectual property rights, including, without
limitation, patents, patent applications, letters patent, patent rights,
trademarks, trademark applications, trade names, service marks, service mark
applications, copyrights, copyright applications, know-how, certificates of
public convenience and necessity, franchises, licenses, trade secrets,
proprietary processes and formulae, inventions, discoveries, improvements,
ideas, development tools, marketing materials, instructions, confidential
information, trade dress, logos and designs, and all documentation and media
constituting, describing or relating to the foregoing, including, without
limitation, manuals, memoranda and records.

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     (d) The Employee shall not during the Employment Period and the period
commencing on the effective date of the termination of his employment with the
Company and its subsidiaries and other affiliates for any reason and ending on
the later to occur of (x) the expiration of the Severance Period and (y) the
first anniversary of the effective date of such termination of employment (the
Employment Period and such latter period together being called the
"Non-competition Period" herein) (i) in any geographic area where the Company or
any of its subsidiaries or other affiliates conducts business during the
Non-competition Period, engage in or participate in, directly or indirectly
(whether as an officer, director, employee, partner, consultant, holder of an
equity or debt investment, lender or in any other manner or capacity, including,
without limitation, by the rendering of services or advice to any person), or
lend his name (or any part or variant thereof) to, any Competing Business (as
defined in Section 9(e)) (provided, however, that the foregoing shall not apply
to the shipment of goods or commodities in cases where the Employee or one of
his Affiliates is the beneficial owner, consignor or consignee of such freight
and is engaged primarily in the business of manufacturing or distributing such
goods or commodities); (ii) deal, directly or indirectly, in a competitive
manner with any customers doing business with the Company or any of its
subsidiaries or other affiliates during the Non-competition Period; (iii)
solicit or employ any officer, director or agent of the Company or any of its
subsidiaries or other affiliates to become an officer, director, or agent of the
Employee, the Employee's affiliates or anyone else; or (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
subsidiaries or other affiliates or any trade name used by any of them. The
Employee's ownership for investment purposes only of less than two percent (2%)
of the outstanding shares of capital stock or class of debt securities of any
corporation 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 Employee is entering into the
foregoing covenant to induce the Company to extend this Agreement to, and to
enter into this Agreement with, the Employee; the Employee also acknowledges and
reaffirms the terms of Section 7.9 of the Stock Purchase Agreement dated as of
December 18, 2000, among the Company, the Employee and the other parties thereto
and agrees that this Section 9(d) shall be in addition to and independent of,
and shall in no way modify or limit, the terms of such Section 7.9 (it being
agreed that, solely as to the Employee, the proviso in clause (i) above shall
also apply to clause (i) of Section 7.9(a) of such Stock Purchase Agreement).

     (e) For purposes of this Agreement, the term "Competing Business" means any
transportation or other business that the Company or any of its subsidiaries or
other affiliates has engaged in at any time during the Employment Period in any
city or county in any state of the United States, or in any similar political
division of any state, province, canton or other similar governmental entity in
Canada, Mexico, China, Japan or any country or other sovereign entity in South
America or Europe, including, without limitation, any business engaged in (i)
intermodal marketing, (ii) flatbed specialized hauling services, (iii)
less-than-truckload common carrier services, (iv) drayage, consolidation,
deconsolidation or distribution services, (v) contract warehousing, freight
handling or logistic services, (vi) comprehensive transportation management
programs or services to third party customers, (vii) freight consolidation and
deconsolidation, (viii) traffic management, (ix) railroad signal project
management, (x) freight forwarding and related services (including freight
brokerage and handling), (xi) customs

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brokerage, (xii) transportation brokerage, and (xiii) freight transportation
(including "full container load" and "less than container load" transportation
services).

     Section 10. Inventions Assignment. During the Employment Period, the
Employee shall promptly disclose, grant and assign to the Company for its and
its subsidiaries' and other affiliates' sole use and benefit any and all
inventions, improvements, technical information and suggestions reasonably
relating to the business of the Company and its subsidiaries and other
affiliates (collectively, the "Inventions") that the Employee may develop or
acquire during the Employment Period (whether or not during usual working
hours), together with all Intellectual Property Rights associated with or
related to the Inventions. In connection with the previous sentence, (a) the
Employee, at the expense of the Company (including a reasonable payment (based
on the Employee's last per diem earnings) for the time involved if the Employee
is not then in the Company's employ or receiving severance payments from the
Company pursuant to Section 8(b)(ii), or if the Employee has not received any
severance payment with respect to such time period), shall execute and deliver
promptly 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 Intellectual Property Rights associated with or related to
the Inventions in the Company and to enable it to obtain and maintain the entire
right and title thereto throughout the world, and (b) the Employee shall render
to the Company, at its expense (including a reasonable payment (based on the
Employee's last per diem earnings) for the time involved if the Employee is not
then in the Company's employ or receiving severance payments from the Company
pursuant to Section 8(b)(ii), or if the Employee has not received any severance
payment with respect to such time period), reasonable assistance as it may
require in the prosecution of applications for such Intellectual Property
Rights, in the prosecution or defense of interferences or infringements that may
be declared involving any Intellectual Property Rights, and in any litigation in
which the Company or any of its subsidiaries or other affiliates may be involved
relating to the Inventions or any such Intellectual Property Rights.

     Section 11. Assistance in Litigation. At the request and expense of the
Company (including a reasonable payment (based on the Employee's last per diem
earnings) for the time involved if the Employee is not then in the Company's
employ or receiving severance payments from the Company pursuant to Section
8(b)(ii), or if the Employee has not received any severance payment with respect
to such time period), and upon reasonable notice, the Employee, at all times
during and after the Employment Period, shall furnish such information and
assistance to the Company and its subsidiaries and other affiliates as they may
reasonably require in connection with any issue, claim or litigation in which
the Company or any such subsidiary or other affiliate may be involved. If such a
request for assistance occurs after the expiration of the Employment Period,
then the Employee shall be required to render assistance to the Company only to
the extent that the Employee can do so without materially affecting the
Employee's other business obligations to his employer and other third parties.

     Section 12. Entire Agreement; Amendment and Waiver. This Agreement contains
the entire agreement and understanding between the Employee and the Company and
any predecessor of the Company, and any of their respective Affiliates, with
respect to the subject matter hereof and supersedes any and all prior and
contemporaneous agreements and understandings between the Employee and the
Company or any predecessor of the Company, or any of their respective
Affiliates, regarding the subject matter hereof (including the Employment

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Agreement dated as of December 22, 2000, and the Amended and Restated Employment
Agreement dated as of September 1, 2001 (together, the "Original Agreement"),
between the Employee and Rail Van LLC, an Ohio limited liability company and
predecessor-in-interest to Pacer Global Logistics, Inc., a wholly-owned
subsidiary of the Company. Other than this Agreement, there are no other
agreements or understandings continuing in effect relating to the subject matter
hereof (except that the parties acknowledge the existence of the separate and
independent provisions contained in Section 7.9 of the Purchase Agreement). No
waiver, amendment or modification of any provision of this Agreement shall be
effective unless in writing and signed by the Employee and the Company. The
waiver by either party of a breach of any provision of this Agreement by the
other party shall not operate or be construed as a waiver of any subsequent
breach by such other party. In consideration of the Employee's continued
employment with the Company hereunder and the other payments and consideration
inuring to the benefit of the Employee hereunder, the Employee waives and
releases the Company and its Affiliates from any and all claims, demands,
actions, causes of action, losses, liabilities and obligations whatsoever,
whether known or unknown, fixed or contingent, matured or unmatured, arising
prior to the date hereof, whether under the Original Agreement or otherwise in
connection with or relating to the Employee's employment with the Company or any
of it Affiliates prior to the date hereof, including any arising under federal,
state and local labor, employment, civil rights and anti-discrimination laws
(including the Age Discrimination in Employment Act, the Americans With
Disabilities Act and Title VII of the Civil Rights Act) and any other
restrictions on the Company's and its subsidiaries' rights with respect to the
modification or termination, for whatever reason, of the employment of its
employees; provided, however, that the foregoing shall not apply to, and shall
not be deemed to release, any right or claim of the Employee, whenever arising,
to be indemnified by the Company or any of its affiliates under and to the
extent of the applicable terms and provisions of the Company's or such
affiliate's charter, certificate or articles of incorporation, or by-laws.

     Section 13. Notices.

     (a) All notices or other communications pursuant to 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 at:

              c/o Pacer International, Inc.
              One Concord Center
              2300 Clayton Road, Suite 1200
              Concord, California 94520
              Telecopier: (925) 887-1501
              Telephone: (925) 887-1400
              Attention: Chairman of the Board

              with copy to:


                                       10

<PAGE>



              Pacer International, Inc.
              225 Water Street, Suite 2050
              Jacksonville, Florida  32202
              Telephone No.:  (904) 485-1001
              Facsimile No.:  (904) 485-1019
              Attention:  Legal Department

          (ii) if to the Employee, to him at his 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, and if not sent on such a business day,
then 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 following such mailing.

     Section 14. Headings. The section headings in this Agreement are for
convenience only and shall not control or affect the meaning of any provision of
this Agreement.

     Section 15. 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 law and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, in the event that any provision of this
Agreement would be held in any jurisdiction to be invalid, prohibited or
unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be more
narrowly drawn so as not to be invalid, prohibited or unenforceable in such
jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.

     Section 16. Remedies. The Employee acknowledges and understands that the
provisions of this Agreement are of a special and unique nature, the loss of
which cannot be adequately compensated for in damages by an action at law, and
thus, the breach or threatened breach of the provisions of this Agreement would
cause the Company irreparable harm. The Employee further acknowledges that in
the event of a breach or any of the covenants contained in Section 9, Section
10, or Section 11, the Company shall be entitled to immediate relief enjoining
such violations in any court or before any judicial body having jurisdiction
over such a claim. All remedies hereunder are cumulative, are in addition to any
other remedies provided for by law and, to the extent permitted by law, may be
exercised concurrently or separately, and the exercise of any one remedy shall
not be deemed to be an election of such remedy or to preclude the exercise of
any other remedy.

     Section 17. Representation. The Employee hereby represents and warrants to
the Company that (i) the execution, delivery and performance of this Agreement
by the Employee

                                       11



<PAGE>

does not breach, violate or cause a default under any agreement, contract or
instrument to which the Employee is a party or any judgment, order or decree to
which the Employee is subject, and (ii) the Employee is not a party to or bound
by any employment agreement, consulting agreement, non-compete agreement,
confidentiality agreement or similar agreement with any other person or entity,
except for certain existing non-competition covenants from the Employee in favor
of the Company, which the Employee affirms are continuing and in full force and
effect and have been complied with in all respects.

     Section 18. 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, assigns, representatives, heirs and
estates, as applicable. This Agreement shall not be assignable by any party
hereto without the prior written consent of the other party hereto, except that
the Company may assign this Agreement or its rights hereunder to Pacer, a direct
or indirect wholly-owned subsidiary of Pacer or the Company, or to any person or
entity succeeding to all or any substantial portion of their respective
businesses; provided, however, that in the case of an assignment to Pacer or any
of its subsidiaries or other affiliates, the Company shall continue to be liable
for or otherwise guarantee the performance of the obligations of the Company
hereunder.

     Section 19. Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Ohio without
giving effect to any choice of law provision or rule (whether of the State of
Ohio or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of Ohio. The parties consent to disputes
being resolved exclusively in a court of competent jurisdiction located in the
State of Ohio.

     Section 20. Mutual Waiver of Jury Trial. THE PARTIES WISH THAT APPLICABLE
LAWS APPLY TO THE RESOLUTION OF ANY DISPUTES ARISING UNDER THIS AGREEMENT AND
THE SUBJECT MATTER HEREOF, AND THAT THEIR DISPUTES BE RESOLVED BY AN EXPERIENCED
PERSON APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
OF THE BENEFITS OF THE JUDICIAL SYSTEM AND APPLICABLE LAWS, 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 HERETO.

     Section 21. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.

                                   * * * * * *

                                       12




<PAGE>

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

                                THE COMPANY:

                                PACER GLOBAL LOGISTICS, INC.

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

                                THE EMPLOYEE:


                                ------------------------------------------------
                                Jeffrey R. Brashares