EMPLOYMENT AND NON-COMPETE AGREEMENT


         This  Agreement  is  entered  into this  17th day of July,  1999 by and
between FRITZ COMPANIES, INC., a Delaware Corporation ("Fritz") and
Graham Napier ("Employee").

         Whereas  Employee  has  certain  knowledge  and  skills in the  freight
forwarding/customs brokerage business and wishes to be employed by Fritz; and

         Whereas Fritz desires to employ Employee in its business;

         Whereas, Fritz and Employee in consideration of the covenants contained
herein agree as follows:

1.          Fritz shall employ Employee as of August 16, 1999 in the position of
            Executive Vice President-Engineering,  which is an executive officer
            position subject to confirmation by the Board of Directors of Fritz,
            reporting to the Office of the Chairman (or its successor).

2. Fritz shall compensate Employee for such employment as follows:

a.       Sixteen Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents
         ($16,666.67) gross salary per month;

b.       Three weeks vacation per year,

c.                    Participation in the Performance Based Retention Plan with
                      a target of 100% of base salary.  During the first year of
                      the term hereof,  Employee's  award under the  Performance
                      Based  Retention  Program shall be 100% of his base salary
                      (subject  to  the  standard  vesting   provisions  of  the
                      Performance Based Retention Plan);

d.                    A  one-time   award  of  twenty-five   thousand   (25,000)
                      non-qualified  options  for  Fritz  common  stock  with an
                      exercise  price equal to the closing price of Fritz common
                      stock on the  NASDAQ  National  Market on July 2, 1999 and
                      subject to the  execution of and terms and  conditions  of
                      Fritz's standard Non-Qualified Options Agreement. All such
                      options shall vest one-third at the completion of one year
                      of employment  hereunder,  one-third at the  completion of
                      two years of  employment  hereunder  and  one-third at the
                      completion of three years of employment hereunder.

e.                    A one-time award on the first day of employment  hereunder
                      of ten thousand (10,000) shares of restricted Fritz common
                      stock. Such stock shall vest 3,333 shares immediately upon
                      grant,3,334  shares  one year  from the date of grant  and
                      3,333  shares  two years from the date of grant so long as
                      Employee is continuously  employed by Fritz from the grant
                      date through the vesting date and subject to the terms and
                      conditions  of  the  standard   Fritz   Restricted   Stock
                      Agreement.

f.       Fringe Benefits as provided to all Fritz employees of the same salary
         level.

g.                    Should  Employee be required,  at any time during the term
                      of this  agreement,  to relocate to another  location from
                      his then current residence, Fritz shall reimburse Employee
                      for all reasonable  costs incurred by Employee in the sale
                      of his  then  current  residence,  the  purchase  of a new
                      residence  in the  relocated  location and the cost of the
                      physical move to the new location.

h.       Six months'  temporary  housing in the Company  apartment  in
         San Francisco, California commencing August 1, 1999.

i.                    In the event that the Company elects not to offer Employee
                      continued  employment  beyond the expiration  date of this
                      Agreement,  all stock options and restricted stock awarded
                      to Employee  during the term of this Agreement  (including
                      those awarded under the Performance Based Retention Plan),
                      which  has not yet  vested  as of the  expiration  of this
                      Agreement,  shall  vest  as  of  the  last  date  of  this
                      Agreement.

3.          This  Agreement  shall  have a term of five (5)  years  expiring  on
            August 1, 2004. All terms herein shall remain  unchanged  for
            the duration of the  term of this  Agreement  unless  changed
            or  modified  by a written  document  signed by Employee and the
            Office of the Chairman of Fritz.

4.          Either party may terminate this Agreement with no further  liability
            or obligations  hereunder for any gross misconduct,  criminal act or
            material breach of contract by the other party.

5.          Fritz may  terminate  this  agreement  with no further  liability or
            obligation  hereunder  should  Employee  materially fail to meet the
            mutually  agreed  upon  performance   standards  agreed  to  at  the
            commencement of each fiscal year.

6.          Employee shall not engage in any activity whatsoever which conflicts
            with the interests of Fritz or with Employee's duties as an employee
            of Fritz.  Employee  understands that Employee's  employment is on a
            full-time  basis,  and  Employee  agrees  not to engage in any other
            employment of  business-related  activity  without the prior written
            consent of an  officer of Fritz.  Employee  hereby  represents  that
            Employee has no agreements  with, or  obligations  to, any person or
            entity which conflicts, or may conflict, with the interests of Fritz
            or with Employee's duties as an employee of Fritz.

7.       Employee understands and acknowledges that during Employee's employment
         with Fritz, Employee has been and shall be exposed to Confidential
         Information (defined below), all of which is proprietary and which
         rightfully belongs to Fritz.  Employee shall hold in a fiduciary
         capacity for the benefit of Fritz all such Confidential Information
         obtained by Employee during Employee's employment with Fritz and shall
         not, directly or indirectly, at any time, either during or after
         Employee's employment with Fritz, without Fritz's prior written
         consent, use any of such Confidential Information or disclose any
         of such Confidential Information to any individual or entity other than
         authorized employees of Fritz except as required in the performance of
         Employee's duties for Fritz.  Employee shall take all reasonable steps
         to safeguard such Confidential Information and to protect such
         Confidential Information against disclosure, misuse, loss or theft.
         The term "Confidential Information" shall mean any information not
         generally known in the relevant trade or industry, which was obtained
         from Fritz or which was learned, discovered, developed, conceived,
         originated or prepared during or as a result of the performance of any
         services by Employee as an employee of Fritz or on behalf of Fritz,
         including, without limitation, information concerning the provision of
         freight forwarding services such as the cost of such services, price
         lists, marketing programs or plans, lists of customers, potential
         customers, dealers and contacts and other compilations of Confidential
         Information.

8.              In  consideration  of the restricted stock grant provided for in
                subpart 2.e. above,  upon  termination of Employee's  employment
                (regardless  of  cause),  for  a  period  of  these  (3)  months
                thereafter ("Non-Competition Period"), the following shall
                apply:

a.       During the term hereof and for the Non-Competition Period after
         Employee ceased to be employed by Fritz, Employee shall not, directly
         or indirectly, either of himself or any other person, own, manage,
         control, participate in, invest in, permit his name to be used by, act
         as consultant or advisor to, render services for (whether alone or in
         association with any individual, entity, or other business
         organization), or otherwise assist in any manner any individual or
         entity that engages in or owns, invests in, manages or controls any
         venture for enterprise engaged in the provision of services that are
         similar to, or in competition with, or many materially detract from,
         any services provided by Fritz or as to which Fritz had firm plans as
         of the date Employee ceased to be employed by Fritz.  Nothing herein
         shall prohibit Employee from being a passive owner of not more than
         two percent (2%) of the outstanding stock of any class of securities
         of a corporation engaged in such business which is publicly traded, so
         long as he has no active participation in the business of such
         corporation.

b.                   During  the  Non-Competition  Period,  Employee  shall not,
                     directly or  indirectly,(i)  induce or attempt to induce or
                     aid another in inducing  any employee of Fritz to leave the
                     employ  of  Fritz,   or  in  any  way  interfere  with  the
                     relationship  between  Fritz and any employee of Fritz,  or
                     (ii)  induce or attempt to induce any  customer of Fritz to
                     cease doing  business  with Fritz,  or in any way interfere
                     with the  relationship  between  Fritz and any  customer or
                     other business relation of Fritz.

c.                   During  the  Non-Competition  Period,  Employee  shall not,
                     directly  or  indirectly  employ any  employee of Fritz who
                     voluntarily  terminates such employment  until three months
                     have passed following termination of such employment.

d.                   In the event a court shall refuse to enforce the agreements
                     contained  herein,  either  because  of  the  scope  of the
                     geographical   area  specified  in  the  Agreement  or  the
                     duration of the restrictions,  the parties hereto expressly
                     confirm their intention that the geographical areas covered
                     hereby and the time  period of the  restrictions  be deemed
                     automatically  reduced to the minimum  extent  necessary to
                     permit enforcement.

9.            Each of the parties hereto acknowledges and agrees that the extent
              of damages to Fritz in the event of a breach by  Employee  of this
              Agreement  would be  impossible to ascertain and there is and will
              be available to Fritz no adequate  remedy at law to  compensate it
              in the event of such breach.  Consequently,  Employee agrees that,
              in the event that he breaches any of such  covenants,  Fritz shall
              be  entitled,  in addition to any other  relief to which it may be
              entitled  including without  limitation money damages,  to enforce
              any or all of such  covenants  by  injunctive  or other  equitable
              relief ordered by any court of competent jurisdiction.

10.         In the event  that  Fritz  terminates  the  employment  of  Employee
            hereunder,  other than for cause,  Employee's  sole  remedy for such
            termination shall be:

a.       Thirty days' notice of such termination (or pay in lieu thereof); and

b.                 Nine (9) months  salary at  Employee's  base salary as of the
                   date of  termination.  In the event that Fritz is acquired by
                   Ryder Systems,  Inc. or any of its  subsidiaries,  and either
                   Employee resigns  thereupon or is terminated,  other than for
                   cause,  during the term  hereof,  such  termination  payments
                   shall be  increased by three (3) months'  additional  salary,
                   and

c.                 All  restricted  stock and  stock  options  (including  those
                   awarded under the  Performance  Based Retention Plan) granted
                   to  Employee  which  are not  yet  vested  as of the  date of
                   termination shall immediately vest as of such date.

11. To ensure rapid and economical resolution of any disputes which may arise
              under this  Agreement,  Employee  and Fritz agree that any and all
              disputes or controversies of any nature whatsoever,  regarding the
              interpretation,   performance,   enforcement  of  breach  of  this
              Agreement  shall be  resolved by  confidential,  final and binding
              arbitration (rather than by trial by jury or court or resolution
              in some other forum), to the fullest extent  permitted  by law, by
              Judicial  Arbitration  and  Mediation  Services  ("JAMS")  in  San
              Francisco,  California under the then-existing  JAMS rules. In the
              event JAMS no longer exists at such time, such  arbitration  shall
              be  conducted  in  San  Francisco,   California  by  the  American
              Arbitration  Association  under  their  then-existing  rules.  The
              prevailing  party in the arbitration  shall be entitled to recover
              his or its attorney's  fees.  Nothing in the paragraph is intended
              to prevent either party from obtaining  injunctive relief in court
              to prevent  irreparable  harm pending the  conclusion  of any such
              arbitration.

12. This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of California.




         FRITZ COMPANIES, INC.                                /s/GRAHAM NAPIER


         By: /s/ Lynn C. Fritz

         Title: Office of the Chairman




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