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                                                                   Exhibit 10.35


                                                     EMPLOYMENT  AGREEMENT dated
                                  as of January 16, 2002, between PACER
                                  INTERNATIONAL, INC., a Tennessee corporation
                                  d/b/a "Pacer Stacktrain" (the "Company"), and
                                                                 -------
                                  C.T. SHURSTAD (the "Executive").
                                                      ---------

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

     Section 1. Duties. On the terms and subject to the conditions contained in
                ------
this Agreement, the Executive will be employed by the Company as the President
of the Company's Pacer Stacktrain division. The Executive shall perform such
duties and services on behalf of the Company and its Affiliates (as defined in
Section 49(b) below) consistent with such position as may reasonably be assigned
to the Executive from time to time by the Board or the more senior officers of
the Company.

     Section 2. Term. The Executive's employment hereunder shall be for the
                ----
period (the "Employment Period") commencing on the date hereof (the
             -----------------
"Commencement Date") and ending on the effective date of the termination of such
 -----------------
employment pursuant to and in accordance with the applicable provisions of this
Agreement. Upon such termination of the Executive's employment hereunder, the
Executive (or, if applicable, the Executive's beneficiaries or estate) shall be
entitled to those rights and benefits provided in Section 33(a) or Section
33(b), as applicable to such termination.

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

     Section 4. Base Salary; Bonus; Benefits.
                ----------------------------

         (a)    During the Employment Period, the Company (or any of its
Affiliates) shall pay the Executive a minimum annual base salary (the "Base
                                                                       ----
Salary") of $270,000, payable in such installments (but not less often than
------
monthly) as is generally the policy of the Company with respect to the payment
of regular compensation to its executive officers. The Base Salary may be
increased from time to time in the sole discretion of the Board. The Executive
will also be entitled to vacation under the Company's policy, but in any event
no less than four (4) weeks vacation per year occurring during the Employment
Period. Such vacation shall accrue and may be taken in accordance with the
Company's policy in effect from time to time with respect to its executive

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officers generally, subject to the Company's right at any time and from time to
time to amend, modify, change or terminate such vacation policy in any respect.
The Executive will also be entitled to such other benefits as may be made
available to other executive officers of the Company generally, including
participation in such health, life and disability insurance programs and
retirement or savings plans, if any, as the Company may from time to time
maintain in effect, as well as (i) the use of a vehicle provided by the Company
or its Affiliate or an equivalent monthly car allowance in accordance with the
Company's policy for its most senior executive officers, and (ii) membership in
a golf or country club chosen by the Executive and reasonably acceptable to the
Company at an aggregate cost to the Company consistent with that borne by the
Company for its most senior executive officers, in each case subject to the
Company's right at any time and from time to time to amend, modify, change or
terminate in any respect any of its employee and other benefit plans, policies,
or programs.

        (b)  During the Employment Period, the Executive shall be entitled to
participate in the Company's performance bonus plan or program as in effect from
time to time with respect to the Company's similarly situated executives (the
"Bonus Plan"), and to receive such performance bonus thereunder (if any) with
 ----------
respect to each fiscal year of the Company occurring during the Employment
Period, commencing with the fiscal year ending in December 2002, subject in all
cases to the terms and conditions of this Agreement and such Bonus Plan. The
amount of such performance bonus, if any, that may be awarded and payable to the
Executive hereunder with respect to any such fiscal year shall range up to fifty
percent (50%) of the Base Salary in effect for such fiscal year as determined by
the Board in its sole discretion based on and to the extent of the achievement
or satisfaction of such targets, goals and conditions as may be provided in such
Bonus Plan for such fiscal year, and as the Board may otherwise determine (which
may include business, financial, operating and/or other performance measures
applicable to the Company and/or its Affiliates as well as individual
performance criteria determined by the Board) (provided that to the extent the
achievement or satisfaction of any or all of the maximum specified targets,
goals and conditions is exceeded, the Company may, in the sole discretion of the
Board, increase such performance bonus award to an amount greater than such
stated maximum percentage of the Base Salary). The performance bonus awarded and
payable to the Executive under such Bonus Plan with respect to any such fiscal
year (including any pro rated amount payable pursuant to the following
provisions of this Section 29(b)) shall be paid at such time or times and in
such manner as performance bonuses are paid to the other executive officers of
the Company generally. The Executive's rights to participate in, and to receive
a performance bonus under, the Company's Bonus Plan in effect for any given
fiscal year shall be subject to the Company's right at any time and from time to
time to amend, modify, change or terminate such Bonus Plan in any respect. If
the Executive's employment with the Company is terminated for any reason other
than without "cause" pursuant to Section 32(b) below, neither the Company nor
any of its Affiliates will be obligated to pay the Executive any bonus with
respect to the fiscal year of the Company in which such termination occurred or
thereafter. If the Executive's employment with the Company is terminated without
"cause" pursuant to Section 32(b) below, the Executive will be entitled to
receive that portion of the bonus 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 through the termination date
over 365 days.

        (c)  The Company shall pay the Executive a one-time signing bonus of
$50,000 at such time or times and in such installments as shall be mutually
agreed upon and determined by

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the Company and the Executive.

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

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

     Section 7. Termination.
                -----------

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

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

         (c)    The Executive may terminate his employment hereunder at any time
for any or no reason by giving the Company written notice of such termination,
which termination shall be effective as of the date set forth in such notice,
provided that such date shall not be earlier than the day on which such notice
is delivered to the Company (determined pursuant to Section 41(b) below).

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     Section 8. Effect of Termination.
                ---------------------

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

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

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

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

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

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

                 (ii)  provided that the Executive is not in breach of any
     provision of this Agreement surviving such termination and does not engage
     in any activity or conduct proscribed by Section 34 or Section 35
     (regardless of the extent to which such Section may be enforced under
     applicable law), continued payment of an annual amount equal to the Base
     Salary as in effect immediately prior to the effective date of such
     termination for a period of twenty-four (24) months following the effective
     date of such termination (the "Severance Period"), payable during the
                                    ----------------
     Severance Period in such manner as the Base Salary would have been payable
     pursuant to Section 29(a) but for such termination ; and

                 (iii) provided that the Executive is not in breach of any
     provision of this Agreement surviving such termination and does not engage
     in any activity or conduct proscribed by Section 34 or Section 35
     (regardless of the extent to which such Section may be enforced under
     applicable law), the payment of any pro rata bonus (or portion thereof),

                                       4








<PAGE>

         if any, awarded and payable to the Executive pursuant to and in
         accordance with Section 29(b) with respect to the fiscal year in which
         such termination occurs, to be paid when and as provided in such
         Section 29(b); and

                     (iv)   provided that the Executive is not in breach of any
         provision of this Agreement surviving such termination and does not
         engage in any activity or conduct proscribed by Section 34 or Section
         35 (regardless of the extent to which such Section may be enforced
         under applicable law), continued participation in the Company's group
         health insurance plans for a period of eighteen (18) months following
         the effective date of such termination, so long as the Executive has
         timely made all necessary elections under COBRA to continue such
         coverage, at the Company's cost (including the payment by the Company
         of the premium contributions that would otherwise be payable by the
         Executive, but subject to the payment by the Executive of all
         co-payments, deductibles and other fees, charges and costs payable
         thereunder by participants generally).

               (c)   Without limiting any other provision of this Agreement, if
the Executive dies on or after the effective date of the termination of the
Executive's employment hereunder, the Executive's heirs, beneficiaries or
estate, as their respective interests may appear (but without duplication),
shall be entitled to receive or continue to receive those benefits that would
otherwise have been due and payable to the Executive pursuant to Section 33(a)
below or Section 33(b) below, as applicable.

               (d)   In addition to, and not by way of limitation of, any other
provision of this Agreement, upon the effective date of the termination of the
Executive's employment hereunder, the Executive shall surrender and deliver to
the Company (i) all credit cards and charge cards of or belonging to or issued
in the name of the Company or any of its Affiliates, (ii) all membership cards
for memberships maintained by or in the name of the Company or any of its
Affiliates, (iii) all documents, records, and files (including all copies
thereof, regardless of the form or media in which the same exist or are stored)
in the Executive's possession and belonging or relating to the Company or any of
its Affiliates (except that the Executive may retain one copy thereof for
personal archive purposes, subject to the other terms and conditions of this
Agreement, including Section 34), and (iv) any and all other personal property
in the Executive's possession belonging to the Company or any of its Affiliates.

         Section 9.  Disclosure of Information.
                     -------------------------

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

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Employment Period and any termination of this Agreement.

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

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

    Section 10.    Nonsolicitation Covenant.
                   ------------------------

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

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the effective date of the termination of the Executive's employment with the
Company and its Affiliates for any reason:

                (i)    take any action to solicit, encourage or induce any
          customer, vendor, agent or contractor doing business with the Company
          or any of its Affiliates to terminate or alter in any manner adverse
          to the Company and its Affiliates his, her or its business,
          commercial, agency or other relationship with the Company or such
          Affiliate;

                (ii)   take any action to solicit, encourage or induce any
          officer, director or employee, or any exclusive agent or contractor,
          of the Company or any of its Affiliates:

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

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

                        (C) to engage directly or indirectly in any Competitive
                Business; or

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

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

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

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

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

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

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

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

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

              (vii)  railroad signal project management;

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

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

       Section 11. Inventions Assignment.
                   ---------------------

          (a) During the Employment Period, the Executive shall promptly
disclose, grant and assign to the Company for its and its Affiliates' sole use
and benefit any and all inventions, improvements, technical information and
suggestions reasonably relating to the business of the Company and its
Affiliates (collectively, the "Inventions") that the Executive may develop or
                               ----------
acquire during the Employment Period (whether or not during usual
working hours), together with all patent applications, letters patent,
copyrights and reissues thereof that may at any time be granted for or with
respect to the Inventions. In connection with the previous sentence, the
Executive shall, at the expense of the Company, including a reasonable payment
based on the Executive's last per diem earnings with the Company for the time
involved if (a) the Executive is not then in the Company's employ, or (b) if the
Executive is not then receiving severance payments pursuant to Section 33(b)
below, or (c) if the Executive has not otherwise received one or more severance
payments with respect to such period (whether on a lump sum, pre-paid, or
accelerated basis or otherwise), (i) promptly execute and deliver such
applications, assignments, descriptions and other instruments as may be
necessary or proper in the opinion of the Company to vest title to the
Inventions and any patent applications, patents, copyrights, reissues or other
proprietary rights related thereto in the Company and to enable it to obtain and
maintain the entire right and title thereto throughout the world, and (ii)
render such reasonable assistance to the Company as may be required in the
prosecution of applications for said patents, copyrights, reissues or other
proprietary rights, in the prosecution or defense of interferences or
infringements

                                       8

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that may be declared involving any said applications, patents, copyrights or
other proprietary rights and in any litigation in which the Company may be
involved relating to the Inventions. The covenant contained in this Section 11
shall survive the termination or expiration of the Employment Period and any
termination of this Agreement.

               (b) THIS Section 11 DOES NOT APPLY TO AN INVENTION WHICH
QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870,
WHICH PROVIDES AS FOLLOWS:

                                    "(a) ANY PROVISION IN AN EMPLOYMENT
                  AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE SHALL ASSIGN, OR
                  OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION TO
                  HIS OR HER EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE
                  EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER OWN TIME WITHOUT
                  USING THE EMPLOYER'S EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE
                  SECRET INFORMATION EXCEPT FOR THOSE INVENTIONS THAT EITHER:

                                    (1)  RELATE AT THE TIME OF CONCEPTION OR
                           REDUCTION TO PRACTICE OF THE INVENTION TO THE
                           EMPLOYER'S BUSINESS, OR ACTUAL OR DEMONSTRABLY
                           ANTICIPATED RESEARCH OR DEVELOPMENT OF THE EMPLOYER;
                           OR

                                    (2)  RESULT FROM ANY WORK PERFORMED BY THE
                           EMPLOYEE FOR THE EMPLOYER.

                                    (b)  TO THE EXTENT A PROVISION IN AN
                  EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN
                  AN INVENTION OTHERWISE EXCLUDED FROM BEING REQUIRED TO BE
                  ASSIGNED UNDER SUBDIVISION (a), THE PROVISION IS AGAINST THE
                  PUBLIC POLICY OF THIS STATE AND IS UNENFORCEABLE."

        Section 12. Assistance in Litigation. At the request and expense of the
                    ------------------------
Company (including a reasonable payment, based on the Executive's last per diem
earnings, for the time involved if (a) the Executive is not then in the
Company's employ, or (b) if the Executive is not then receiving severance
payments from the Company pursuant to Section 33(b)(ii), or (c) if the Executive
has not otherwise received one or more severance payments from the Company with
respect to such period (whether on a lump sum, pre-paid or accelerated basis or
otherwise)) and upon reasonable notice, the Executive shall, at all times during
and after the Employment Period, furnish such information and assistance to each
of the Company and its Affiliates as the Company may reasonably require in
connection with any issue, claim or litigation in which the Company or any of
its Affiliates may be involved. If such a request for assistance occurs after
the expiration of the Employment Period, then the Executive will only be
required to render such assistance to the Company and its Affiliates to the
extent that the Executive can do so without materially adversely

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affecting the Executive's other business obligations. The covenant contained in
this Section 12 shall survive the termination or expiration of the Employment
Period and any termination of this Agreement.

    Section 13. Expenses; Taxes. Each party hereto shall bear his or its own
                ---------------
expenses incurred in connection with this Agreement (including legal, accounting
and any other third party fees, costs and expenses incurred by such party). All
remuneration, compensation and other consideration payable by the Company or any
of its Affiliates hereunder to or for the benefit of the Executive or his heirs,
representatives, or estate shall be made and provided net of any and all
applicable withholding, F.I.C.A., employment and other similar federal, state
and local taxes and contributions required by law to be withheld by the Company
or any such Affiliate.

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

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

    Section 16. Notices.
                -------

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

                (i)  if to the Company, to it:

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

                                       10

<PAGE>

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

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

    Section 18. Remedies. The Executive acknowledges and agrees that the
                --------
provisions of this Agreement (including Section 34, Section 35, Section 36, and
Section 37) are of a special and unique nature, the loss of which cannot be
adequately compensated for in damages by an action at law, and that the breach
or threatened breach of any provision of this Agreement (including Section 34,
Section 35, Section 36, and Section 37) would cause the Company irreparable
harm. The Executive further acknowledges and agrees that in the event of a
breach or threatened breach of any of the covenants contained in this Agreement
(including Section 34, Section 35, Section 36, and Section 37), the Company
shall be entitled to immediate relief enjoining the same in any court or before
any judicial body having jurisdiction over such a claim. All rights and remedies
provided for in this Agreement are cumulative, are in addition to any other
rights and remedies provided for by law, and may, to the extent permitted by
law, be exercised concurrently or separately. The exercise of any one right or
remedy shall not be deemed to be an election of such right or remedy or to
preclude the exercise or pursuit of any other right or remedy.

    Section 19. Benefits of Agreement; Assignment. The terms and provisions of
                ---------------------------------
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors, permitted assigns, representatives,
heirs and estates, as applicable. This Agreement shall not be assignable by any
party hereto without the consent of the other party hereto, except that the
Company may assign this Agreement or its rights hereunder to any Affiliate of
the Company or to any Person succeeding to all or any substantial portion of
their respective

                                       11

<PAGE>

businesses. Except as expressly provided in this Agreement, this Agreement shall
not confer any rights or remedies upon any Person other than the parties hereto
and their respective successors, permitted assigns, representatives, heirs and
estates, as applicable.

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

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

                                       INITIAL:  ____________________________

                                       12

<PAGE>

    Section 22. Jurisdiction and Venue; Service of Process.
    ----------- ------------------------------------------

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

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

        (c) Each of the parties hereto hereby irrevocably and unconditionally
waives, to the fullest extent he, she or it may legally and effectively do so,
any objection that he, she or it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereunder or thereunder in any
California state or federal court of the United States of America sitting in the
county of Contra Costa, California. Each of the parties hereto hereby
irrevocably waives, to the fullest extent he, she or it may legally and
effectively do so, the defense of an inconvenient forum to the maintenance of
such suit, action or proceeding in any such court.

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

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

    Section 24. Interpretation and Construction; Defined Terms.
                ----------------------------------------------

                                       13

<PAGE>

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

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

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

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

                                       14

<PAGE>

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

                  [Remainder of page intentionally left blank.]

                                       15

<PAGE>

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

                                                   THE COMPANY:
                                                   -----------

                                                   PACER INTERNATIONAL, INC.,
                                                      d/b/a Pacer Stacktrain

                                                   By:__________________________
                                                   Name:
                                                   Title:


                                                   THE EXECUTIVE:
                                                   -------------


_________________________________
C.T. Shurstad

                                       16