RESTATED
                                     BYLAWS
                                       OF
                              FRITZ COMPANIES, INC.

                                    ARTICLE I
                                     OFFICES

 Section 1.

 Registered Office.

     The registered  office of the corporation in the State of Delaware shall be
1013 Centre Rd, city of Wilmington, county of New Castle, State of Delaware. The
name of the registered  agent is Corporation  Service  Company.  Such registered
agent has a business office identical with such registered office.

 Section 2.

 Other Offices.

     The Corporation  also may have offices at such other places both within and
without the State of Delaware  as the Board of  Directors  may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE 11
                                  STOCKHOLDERS

 Section 1.

 Stockholder Meetings.

     (a) Time and Place of Meetings.  Meetings of the stockholders shall be held
at such times and places, either within or without the State of Delaware, as may
from time to time be fixed by the Board of  Directors  and stated in the notices
or waivers of notice of such meetings.

     (b) Annual Meeting. The annual meeting of the stockholders shall be held at
11:00 A.M. on the last  Tuesday in  September  or on such other date and at such
other time as may be designated  by the Board of Directors,  for the election of
directors and the  transaction  of such other business  properly  brought before
such  annual  meeting  of  the   stockholders  and  within  the  powers  of  the
stockholders.

     (c)  Special  Meetings.   Special  meetings  of  the  stockholders  of  the
Corporation  for any  purpose  or  purposes  may be  called  at any  time by the
Chairman  of  the  Board  of  Directors,  the  Chief  Executive  Officer  of the
Corporation  or  the  Board  of  Directors,  or at the  request  in  writing  of
stockholders  owning not less than ten percent  (10%) of the voting power of the
Corporation.  Business  transacted  at anv special  meeting of the  stockholders
shall be limited to the purposes stated in the notice of such meeting.

     (d)  Notice  of  Meetings.   Except  as  otherwise  provided  by  law,  the
Certificate of Incorporation or these Bylaws,  written notice of each meeting of
the  stockholders  shall be given not less than ten (10)  calendar days nor more
than  sixty  (60)  calendar  days  before  the  date  of  such  meeting  to each
stockholder entitled to vote thereat,  directed to such stockholder's address as
it appears upon the books of the corporation,  such notice to specify the place,
date, hour and, in the case of special  meeting, the purpose or purposes of such
meeting.  When a meeting of the stockholders is adjourned to another time and/or
place,  notice need not be given of such adjourned meeting if the time and place
thereof  are  announced  at  the  meeting  of  the  stockholders  at  which  the
adjournment is taken, unless the adjournment is for more than

                                      F-23
<PAGE>

     thirty (30) calendar days or unless after the adjournment a new record date
is fixed for such adjourned  meeting,  in which event a notice os such adjourned
meeting shall be given to each  stockholder of record  entitled to vote thereat.
Notice fo the time,  place and purpose of any meeting of the stockholders may be
waived in writing  either before or after such meeting and will be waived by any
stock-holder by such stockholder's attendance thereat in person or by proxy. Any
stock-holder  so  waiving  notice  of  such a  meeting  shall  be  bound  by the
proceedings  of any such  meeting in all  respects as if due notice  thereof had
been given.

     (e)  Quorum.  Except as  otherwise  required  by law,  the  Certificate  of
Incorporation  or these  Bylaws,  the holders of not less than a majority of the
shares entitled to vote at any meeting of the stock-holders,  present in present
in person or by proxy, shall constitute a quorum and the affirmative vote of the
majority of such quorum shall be deemed the act of the stockholders. If a quorum
shall fail to attend any meeting of the  stockholders,  the presiding officer of
such meeting may adjourn such meeting from time to time to another  place,  date
or time, without notice other than announcement at such meeting,  until a quorum
is  present  or  represented.  At such  adjourned  meeting  at which a quorum is
present or  represented,  any  business may be  transacted  that might have been
transacted  at the meeting of th~,  stock-holders  as  originally  noticed.  The
foregoing  notwithstanding,  if a notice of any adjourned special meeting of the
stockholders is sent to all  stockholders  entitled to vote thereat which states
that such adjourned special meeting will be held with those present in person or
by proxy constituting a quorum, then, except as otherwise required by law, those
present at such adjourned special meeting of the stockholders shall constitute a
quorum and all matters  shall be  determined  by a majority of the votes cast at
such special meeting.

 Section 2.

 Determination of Stockholder Entitled to Notice and to Vote.

     To  determine  the  stockholders  entitled  to notice of any meeting of the
stockholder  or to vote  thereat,  the Board of  Directors  may fix in advance a
record date as  provided in Article  VII,  Section I of these  Bylaws,  or if no
record  date is  fixed  by the  Board  of  Directors,  a  record  date  shall be
determined as provided by law.

 Section 3.

 Voting.

     (a) Except as otherwise  required by law, the Certificate of  Incorporation
or these Bylaws,  each stockholder present in person or by proxy at a meeting of
the  stockholders  shall be  entitled  to one vote for each full  share of stock
registered  in the name of such  stockholder  a the time  fixed by the  Board of
Directors  or by law as the record date for the  determination  of  stockholders
entitled to vote at such meeting.

     (b) Every stockholder entitled to vote at a meeting of the stockholders may
do so either in person or by one or more agents  authorized  by a written  proxy
executed by the person or such  stockholder's  duly authorized  agent whether by
manual signature, typewriting, telegraphic transmission or otherwise.

     (c)  Voting  may be by voice or by ballot as the  presiding  officer of the
meeting of the stockholders  shall determine.  On a vote by ballot,  each ballot
shall be signed by the stockholder  voting, or by such stockholder's  proxy, and
shall state the number of shares voted.

     (d) In advance of any meeting of the  stockholders,  the Board of Directors
my appoint one or more persons as inspectors of election  ("Inspectors")  to act
at  such  meeting.  If  Inspectors  are  not so  appointed,  or if an  appointed
Inspector  fails to  appear  or  fails or  refuses  to act at a  meeting  of the
stockholders,  the presiding  officer of such meeting may, and at the request of
any stockholder or such  stockholder's  proxy shall,  appoint Inspectors at such
meeting. Such Inspectors shall take charge of the

                                      F-24
<PAGE>

    ballots at such meeting.  After the balloting thereat on any question,  the
Inspectors shall count the ballots cast thereon and make a written report to the
secretary of such  meeting of the results  thereof.  An Inspector  need not be a
stockholder  of the  corporation  and any officer of the  Corporation  may be an
Inspector  on any  question  other  than a vote for or  against  such  officer's
election to any position with the Corporation or of any other questions in which
such  officer may be directly  interested.  If there are three  Inspectors,  the
determination,  report or certificate of two such Inspectors  shall be effective
as if unanimously made by all Inspectors.

 Section 4.

 List of Stockholders.

The officer who has charge of the stock ledger of the Corporation  shall prepare
and  make   available,   at  least  ten  (10)  days  before  every   meeting  of
stock-holders,  a complete  list of the  stockholders  entitled to vote thereat,
arranged in alphabetical order,  showing the address of and the number of shares
registered in the name of each such stockholder.  Such list shall be open to the
examination of any stockholder,  for any purpose germane to such meeting, during
ordinary  business  hours,  for a period of at least ten (10) days prior to such
meeting,  either at a place within the city where such meeting is to be held and
which  place  shall be  specified  in the notice of such  meeting,  or if not so
specified, at the place where such meeting is to be held. The list also shall be
produced  and kept at the time and  place  of the  meeting  of the  stockholders
during the whole time thereof,  and may be inspected by any  stockholder  who is
present.

 Section 5.

 Action By Consent of Stockholders.

     Except as otherwise  restricted by law or the Certificate of  Incorporation
any action required or permitted to be taken at any annual or special meeting of
the  stockholders  may be taken with out a  meeting,  without  prior  notice and
without a vote,  if a consent  in  writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares  entitled  to vote  thereon  were  present  and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less than unanimous  written  consent shall be given to those  stockholders  who
have not consented in writing.

                                   ARTICLE III
                               BOARD OF DIRECTORS

 Section 1.

 General Powers.

     Unless otherwise provided by law, the Certificate of Incorporation or these
Bylaws,  all  corporate  powers shall be exercised by or under the authority of,
and the business and affairs of the  Corporation  shall be managed by, the Board
of Directors.

 Section 2.

 Election of Directors.

     (a) Number,  Qualification  and Term of Office.  The  authorized  number of
directors  of the  Corporation  shall be fixed from time to time by the Board of
Directors,  but shall not be less than three (3).  The exact number of directors
shall be determined from time to time, either by a reselution or Bylaw provision
duly adopted by the Board of Directors. Except as otherwise required by law, the
Certificate  of  Incorporation  or these  Bylaws,  each of the  directors of the
Corporation  shall be elected at the annual meeting of the stockholders and each
director so elected shall hold office until such director's successor is elected
or until such director's  death,  resignation or removal.  Directors need not be
stockholders.

                                      F-25
<PAGE>

     (b)  Vacancies.  No decrease in the number of  directors  constituting  the
Board of Directors  shall  shorten the term of any  incumbent  director.  Unless
otherwise  restricted  by law  or by the  Certificate  of  Incorporation,  newly
created directorships resulting from any increase in the number of directors and
any  vacancies  on the Board of  Directors  resulting  from death,  resignation,
removal or other  cause may be filled by the  affirmative  vote of a majority of
the remaining  directors  then in office,  even though less than a quorum of the
Board of Directors,  or by the stockholders.  Any director elected in accordance
with the preceding  sentence  shall hold office until the next annual meeting of
the stockholders and until such director's successor shall have been elected or
until such director's death, resignation or removal.

     (c) Resignation. Any director may resign from the Board of Directors at any
time by giving written  notice  thereof to the Chairman of the Board,  the Chief
Executive  Officer or the  Secretary of the  Corporation.  Any such  resignation
shall  take  effect  at the time  specified  therein,  or, if the time when such
resignation  shall  become  effective  shall  not  be so  specified,  then  such
resignation  shall take effect  immediately  upon its receipt by the  Secretary;
and, unless  otherwise  specified  therein,  the acceptance of such  resignation
shall not be necessary to make it effective.

     (d) Removal.  Except as provided in the Certificate of  Incorporation,  any
director of the  Corporation  may be removed from office with or without  cause,
but only by the  affirmative  vote of the holders of not less than a majority of
the outstanding  capital stock of the corporation  entitled to vote generally in
the election of directors, voting together as a single class.

 Section 3.

 at the following times:

 Meetings of the Board of Directors.

     (a) Regular  Meetings.  Regular meetings of the Board of Directors shall be
held without call

     (i) at such  times as the  Board of  Directors  shall  from time to time by
resolution determine; and

     (ii)  immediately  following  the  adjournment  of any  annual or  speicial
meeting of the stockholders.

 Notice of all such regular meeting hereby is dispensed with.

     (b) Special  Meetings.  Special  meetings of the Board of Directors  may be
called  by the  Chairman  of the  Board of  Directors,  by the  Chief  Executive
Officer, by the Board of Directors or by any three (3) directors.  Notice of the
time and place of special  meeting of the Board of  Directors  shall be given by
the  Secretary or an Assistant  Secretary  of the  Corporation,  or by any other
officer authorized by the Board of Directors. Such notice shall be given to each
director  personally  or  by  mail,  messenger,  courrier  telephone,  telecopy,
facsimile,  telegraph, email or any other form of recorded communication at such
director's  business or residence address.  Notice by mail shall be deposited in
the United  States mail postage  prepaid,  not later than the third day prior to
the  date  filed  for such  special  meeting.  Notice  by  telephone,  telecopy,
facsimile or telegraph shall be sent, and notice given  personally,  by email or
by  messenger or courrier to any other form of recorded  communication  shall be
delivered,  at  least  twenty-four  (24)  hours  prior  to the time set for such
special meeting.  Notice of a special meeting of the Board of Directors need not
contain a statement of the purpose of such special meeting.

     (c) Adjourned  Meetings.  A majority of directors present at any regular or
special meeting of the Board of Directors or any committee  thereof,  whether or
not  constituting  a quorum,  may adjourn any meeting  from time to time until a
quorum is present or otherwise. Notice of the time and place of holding

                                      F-26
<PAGE>

ny  adjourned  meeting shall not be required if the time and place are fixed at
the meeting adjourned.

     (d) Place of Meetings. Meetings of the Board of Directors, both regular and
special,  may be held at any place within or without the state of Delaware which
has been designated in the notice of the meeting or, if not stated in the notice
or if there is not notice,  designated  by resolution of the Board of Directors.
In the absence of any such designation, meetings of the Board of Directors shall
be held at the Corporation's principal executive office.

     (e)  Participation  by Telephone.  Members of the Board of Directors or any
committee  thereof may  participate  in any meeting of the Board of Directors or
committee  through the use of  conference  telephone  or similar  communications
equipment,  so long as all members  participating  in such  meeting can hear one
another,  and such  participation  shall  constitute  presence in person at such
meeting.

     (f)  Quorum.  At all  meeting of the Board of  Directors  or any  committee
thereof,  a majority  of the total  number of  directors  then in office or such
committee, shall constitute a quorum for the transaction of business and the act
of a majority of the  directors  present at any such meeting at which there is a
quorum  shall be the act of the Board of  Directors  or any  committee  thereof,
except as may be  otherwise  specifically  provided by law, the  Certificate  of
Incorporation  or these  Bylaws.  A  meeting  of the Board of  Directors  or any
committee  thereof  at which a quorum  initially  is  present  may  continue  to
transact  business  notwithstanding  the  withdrawal of directors so long as any
action is  approved  by at least a  majority  of the  required  quorum  for such
meeting.

     (g)  Waiver of  Notice.  The  transactions  of any  meeting of the Board of
Directors or any committee thereof, however called and noticed or wherever held,
shall be as valid as though had at a meeting  duly held after  regular  call and
notice,  if a quorum be  present  and if,  either  before or after the  meeting,
quorum be  present  and if,  either  before or after  the  meeting,  each of the
directors  not present  signs a written  waiver of notice,  or a consent to hold
such meeting, or an approval of the minutes thereof. All such waivers,  consents
or  approvals  shall be filed with the  corporate  records or made a part of the
minutes of the meeting. Notice of a special meeting will be automatically waived
by any director's attendance or participation at such meeting.

 Section 4.

 Action Without Meeting.

     Any action  required or  permitted to be taken by the Board of Directors at
any meeting  thereof may be taken without a meeting thereof or at any meeting of
a committee  thereof may be taken  without a meeting if all members of the Board
of  Directors  or such  committee  thereof  consent  thereto in writing  and the
writing or writings are filed with the minutes of the proceeding of the Board of
Directors or such committee thereof.

 Section 5.

 Compensation of Directors.

     Unless  otherwise  restricted by law, the Certificate of  Incorporation  or
these  Bylaws,  the  Board of  Directors  shall  have the  authority  to fix the
compensation of directors.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of Directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
Corporation in any other capacity and receiving compensation therefor. Member of
committees  of the Board of  Directors  may be  allowed  like  compensation  for
attending committee meetings.

 Section 6.

 Committees of the Board.

                                      F-27
<PAGE>
Board of Directors,  each  committee to consist of one or more  directors.  Each
such committee, to the extent permitted by law, the Certificate of Incorporation
and these Bylaws, shall have and may exercise such of the powers of the Board of
Directors in the management and affairs of the  Corporation as may be prescribed
by the resolutions  creating such committee.  Such committee or committees shall
have such  name or names as may be  determined  from time to time by  resolution
adopted by the Board of  Directors.  The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or  disqualified  member at any  meeting  of the  committee.  In the  absence or
disqualification  of a member of a  committee,  the  member or  members  thereof
present at any meeting and not  disqualified  from voting,  whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or  disqualified
member.  The Board of Directors  shall have the power,  at any time for any such
reason, to change the members of any such committee,  to fill vacancies,  and to
discontinue any such committee.

     (b) Minutes of Meetings.  Each committee  shall keep regular minutes of its
meetings and report the same to the Board
 of Directors when required.

     (c) Limits on Authori~y of Committee.  No committee shall have the power or
authority in reference to amending the Certificate of Incorporation (except that
a committee  may, to the extent  authorized  in the  resolution  or  resolutions
providing  for the issuance of shares of stock adopted by the Board of Directors
as provided in Section  151 (a) of the General  Corporation  Law of the State of
Delaware,  fix the  designations  and any of the  preferences  or rights of such
share relating to dividends, redemption, dissolution, any distribution of assets
of the corporation,  or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other  series of stock or  authorize
the increase or decrease of the shares of any series),  adopting an agreement of
merger or  consolidation,  recommending  to the  stockholders  the  sale,  lease
exchange of all or substantially all of the  Corporation's  property and assets,
recommending  to  the  stockholders  a  dissolution  of  the  Corporation  or  a
revocation of a  dissolution,  or amending any  provision of these Bylaws;  nor,
unless  the  resolutions  establishing  such  committee  or the  certificate  of
Incorporation expressly so provide, shall have the power or authority to declare
a dividend,  to  authorize  the  issuance of stock,  to adopt a  certificate  of
ownership and merger, or to fill vacancies in the Board of Directors.

                                   ARTICLE IV
                                    OFFICERS

 Section 1.

 Officers.

     (a) Number. The officers of the Corporation shall be chosen by the Board of
Directors.  There  shall be two  classes  of  officer:  executive  officers  and
non-executive  officers.  Executive officers shall include Chairman of the Board
of Directors,  Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer,  President and Executive Vice Presidents.  Non-executive officers shall
include Vice  Presidents,  Treasurer,  Controller  and  Secretary.  The Board of
Directors  also may appoint  one or more  Assistant  Vice-Presidents,  Assistant
Secretaries or Assistant Treasurers and such other officers and agents with such
powers and duties as it shall deem  necessary.  Any Executive  Vice President or
Vice President may be given such specific  designation as may be determined from
time to time by the Board of Directors. Any number of offices may be held by the
same person,  unless otherwise by law, the Certificate of Incorporation or these
Bylaws.

     (b) Election and Tenn of Office.  The officers shall be elected annually by
the Board of

                                      F-28
<PAGE>

    Directors  at its  regular  meeting  following  the  annual  meeting of the
stockholders  and each officer shall hold office until the next annual  election
of  officers  or until  such  officer's  successor  is  elected,  or until  such
officer's death, resignation or removal. Any officer may be removed at any time,
with or without cause, by a vote of the majority of the Board of Directors.  Any
vacancy occurring in any office may be filled by the Board of Directors.

     (c)  Delegation  ofAuthoriy.  The Board of Directors  may from time to time
delegate  the powers or duties of any  officer to any other  officers or agents,
notwithstanding any provision hereof.

 Section 2.

 Chairman of the Board of Directors.

     The  Chairman  of the board of  Directors  shall  preside at meeting of the
stockholders and the

     Board of Directors.  Unless otherwise designated by the Board of Directors,
the  Chairman  of the  Board  shall  be the  chief  executive'officer  of th ' e
Corporation.  Subject to the  provision of these Bylaws and to the  direction of
the Board of Directors,  he or she shall have the responsibility for the general
management and control of the business and affairs of the  Corporation and shall
perform all duties and have all powers that are commonly  incident to the office
of the  chief  executive  or that are  delegated  to him or her by the  Board of
Directors. He or she shall have power to sign all stock certificates,  contracts
and other  instruments  of the  Corporation  that are  authorized and shall have
general supervision and direction of all of the duties,  employees and agents of
the Corporation.

 Section 3.

 Chief Executive Officer.

     In the absence of the Chairman of the Board, or if there is none, the Chief
Executive Officer shall preside at meetings of the stockholders and the Board of
Directors.  The Chief  Executive  Officer shall assume and perform the duties of
the  Chairman of the Board in the absence or  disability  of the Chairman of the
Board or whenever the office of the Chairman of the Board is vacant.

 Section 4.

 President.

In the absence of the Chairman of the Board and the Chief Executive Officer,  or
if there is none,  the President  shall preside at meetings of the  stockholders
and the Board of Directors. The President shall assume and perform the duties of
the  Chairman of the Board in the absence or  disability  of the Chairman of the
Board and the Chief Executive  Officer or whenever the office of the Chairman of
the Board and the Chief Executive Officer is vacant.

 Section 5.

 Chie Operating Officer.





     Subject to the provisions of these Bylaws and to the direction of the Board
of Directors and the Chairman of the Board,  the Chief  Operating  Officer shall
have  responsibility for the day-to-day  operations of the Corporation and shall
perform all duties and have all powers that are commonly  incident to the office
of chief  operation  officer or that are delegated to him or her by the Board of
Directors or the Chairman of the Board.

 Section 6.

 Vice Presidents.

     The Executive Vice  Presidents and Vice  Presidents  shall have such powers
and  perform  such  duties  as from  time to time may be  prescribed  for  them,
respectively, by the Board of Directors or Chief Executive Officer.

 Section 7.

 Secretary and Assistant Secretaries.

                                      F-29
<PAGE>

    The Secretary  shall record or cause to be recorded,  in books provided for
the purpose, minutes of the meeting of the stocl~holders, the Board of Directors
and all  committees  of the Board of  Directors;  see that all  notices are duly
given in accordance  with the  provisions of these Bylaws as required by law; be
custodian of all corporate records (other than financial) and of the seal of the
Corporation,  and have authority to affix the seal to all documents requiring it
and attest to the same;  give,  or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings  of the Board of  Directors;  and,  in
general,  shall perform all duties  incident to the office of Secretary and such
other  duties as may,  from  time to time,  be  assigned  to him by the Board of
Directors,  Chief Executive  Officer or by the President.  At the request of the
Secretary, or in the Secretary's absence or disability,  any Assistant Secretary
shall perform any of the duties of the Secretary and, when so acting, shall have
all the powers of, and be subject to all the restrictions upon, the Secretary.

 Section 8.

 Chief Financial Officercer, Chief Accounting Officer, Treasurer and Assistant
                     Treasurers.

     The Chief  Financial  Officer  shall  render  statements  of the  financial
affairs of the Corporation in such form and as often as required by the Board of
Directors,  Chief  Executive  Officer  or the  President.  The Chief  Accounting
Officer shall keep or cause to be kept the books of account of the  Corporation,
shall perform all other duties commonly incident to his office and shall perform
such other  duties and have such other powers as the Board of  Directors,  Chief
Executive  Officer or the President  shall  designate  from time to time. At the
request of the Chief  Financial  Officer,  or in the Chief  Financial  Officer's
absence  or  disability,  the Chief  Accounting  Officer or the  Controller  may
perform any of the duties of the Chief  Financial  Officer and,  when so acting,
shall have all powers of, and be subject to all the restrictions upon, the Chief
Financial  Officer.  At the request of the Chief Accounting  Officer,  or in the
Accounting Officer's absence or disability, any Treasurer or Assistant Treasurer
may  perform  any of the duties of the Chief  Accounting  Officer  and,  when so
acting,  shall have all the  powers  of, and be subject to all the  restrictions
upon,  the Chief  Accounting  Officer.  Except where by law the signature of the
Chief Financial Officer or Chief Accounting Officer, as applicable, is required,
each of the  Controller  or the  Treasurer  shall  possess the same power as the
Chief Financial Officer or Chief Accounting Officer, as applicable,  to sign all
certificates, contracts, obligation and other instruments of the Corporation.

                                    ARTICLE V
                          INDEMNIFICATION AND INSURANCE

 Section 1.

 Actions Against Directors and Officers.

     The Corporation  shall indemnify to the fullest extent permitted by, and in
the manner permissible under, the laws of the State of Delaware any person made,
or threatened to be made, a party to an action or proceeding,  whether criminal,
civil,  administrative or investigative (a "Proceeding"),  by reason of the fact
that such person or such person's  testator or intestate is or was a director or
officer of the Corporation or any predecessor of the Corporation,  or served any
other  enterprise as a director or officer at the request of the  Corporation or
any  predecessor  of  the  Corporation  (the  "Indemnitee"),  including  without
limitation,  all expenses  (including  attorneys'  fees),  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by the Indemnitee in
connection with such Proceeding.

     In  furtherance  and not in  limitation of the  foregoing  provisions,  all
reasonable  expenses  incurred by or on behalf of the  Indemnitee  in connection
with any  Proceeding  shall be advanced  to the  Indemnitee  by the  corporation
within 20 calendar days after the receipt by the  Corporation  of a statement or
statements from the Indemnitee  requesting such advance or advances from time to
time,  whether  prior to or after final  disposition  of such  Proceeding.  Such
statement or statements shall reasonably evidence the

                                      F-30
<PAGE>

     expenses  incurred by the Indemnitee and, if required by law at the time of
such advance,  shall include or be accompanied by an undertaking by or on behalf
of the  Indemnitee  to repay the  amounts  advanced if it should  ultimately  be
determined  that the Indemnitee is not entitled to be  indemnified  against such
expenses pursuant to this Article V.

 Section 2.

 Contract.

     The  provisions  of  Section  I of this  Article  V shall be deemed to be a
contract  between the  Corporation  and each  director and officer who serves in
such  capacity  at any time  while such  Bylaws is in effect,  and any repeal or
modification  thereof shall not affect any rights or  obligations  then existing
with respect to any state of facts then or  theretofore  existing or any action,
suit or proceeding  theretofore or thereafter  brought based in whole or in part
upon any such state of facts.

 Section 3.

 Nonexclusivi~y.

     The  rights  of  indemnification  provided  by this  Article V shall not be
deemed  exclusive  of any other  rights to which any  director or officer of the
corporation may be entitled apart from the provisions of this Article V.

 Section 4.

 Indemnocation of Employee and Agents.

     The Board of Directors in its discretion  shall have the power on behalf of
the Corporation to indemnify any person, other than a director or officer,  made
a party to any action, suit or proceeding by reason of the fact that such person
or such person's  testator or  intestate,  is or was an employee or agent of the
Corporation.

 Section 5.

 Insurance.

     Upon a resolution or resolutions  duly adopted by the Board of Directors of
the Corporation,  the Corporation may purchase and maintain  insurance on behalf
of any  person  who is or was a  director,  officer,  employee  or  agent of the
Corporation  against any liability  asserted against such person and incurred by
him in any capacity,  or arising out of his capacity as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the  provisions of applicable  law, the  Certificate of  Incorporation  or
these Bylaws.

                                   ARTICLE VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

 Section 1.

 Certificatesfor Shares.

     Unless  otherwise  provided by a resolution of the Board of Directors,  the
shares  of  the  Corporation   shall  be  represented  by  a  certificate.   The
certificates of stock of the Corporation  shall be numbered ans shall be entered
in the books of the  Corporation  as they are  issued.  They shall  exhibit  the
holder's  name and number of shares and shall be signed by or in the name of the
Corporation by (a) the Chairman of the Board of Directors,  the Chief  Executive
Officer,  the Chief  Operating  Officer,  the  President or any  Executive  Vice
President and (b) the Chief Financial  Officer or the Secretary or any Assistant
Secretary.  Any or all of the signatures on a certificate  may be facsimile.  In
case any officer of the Corporation, transfer agent or registrar who has signed,
or whose facsimile  signature has been placed upon such certificate,  shall have
ceased to be such officer,  transfer agent or registrar  before such certificate
is

                                      F-31
<PAGE>

    issued, such certificate may nevertheless be issued by the Corporation with
the same effect as if he were such officer,  transfer  agent or registrar at the
date of issuance.

 Section 2.

 Transfer.

     Upon surrender to the  Corporation or the transfer agent of the Corporation
of a certificate  for shares duly endorsed or accompanied by proper  evidence of
succession,  assignation  or authority to transfer,  it shall be the duty of the
Corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate and record the transaction upon its books.

 Section 3.

 Record Owner.

     The  Corporation  shall be  entitled  to treat the  holder of record of any
shares of stock as the holder in fact thereof,  aiid,'accordingly,  shall not be
bound to recognize  any equitable or other claim to or interest in such share on
the part of any other  person,  whether  or not it shall  have  express or other
notice thereof, save as expressly provided by the laws of the State of Delaware.

 Section 4.

 Lost Certificates.

     The Board of Directors may direct a new  certificate or  certificates to be
issued in place of any  certificate or  certificates  theretofore  issued by the
corporation  alleged to have been lost, stolen or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen or destroyed.  When authorizing such issue of a new certificate or
certificates,  the Board of Directors  may, in its discretion and as a condition
precedent to the  issuance  thereof,  require the owner of such lost,  stolen or
destroyed certificate or certificates, or his legal representative,  to give the
Corporation  a bond in such sum as it mav direct as indemnity  against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

                                   ARTICLE VII
                                  MISCELLANEOUS

 Section 1.

 Record Date.

     (a) In order that the Corporation may determine the stocl~holders  entitled
to notice of or to vote at any meeting of the  stockholders  or any  adjournment
thereof, or entitled to receive payment of any dividend or other distribution or
allotment  of any rights or entitled  to  exercise  any rights in respect of any
change,  conversion  or exchange of stock or for the purpose of any other lawful
action,  the board of Directors may fix, in advance,  a record date, which shall
not be more than  sixty  (60) nor less  than ten (10) days  prior to the date of
such  meeting  nor more than sixty (60) days prior to any other  action.  If not
fixed by the Board of Directors, the record date shall be determined as provided
by law.

     (b) A  determination  of stockholders of record entitled to notice of or to
vote at a meeting of the  stockholders  shall apply to any  adjournments  of the
meeting, unless the Board of Directors fixes a new record date for the adjourned
meeting.

     (c) Holders of stock on the record date are  entitled to notice and to vote
or to receive the dividend,  distribution  or allotment of rights or to exercise
the rights,  as the case may be,  notwithstanding  any transfer of any shares on
the books of the Corporation after the record date, except as otherwise provided
by agreement or by law, the Certificate of Incorporation or these Bylaws.

                                      F-32
<PAGE>
 Execution of Instruments.

     The Board of Directors  may, in its  discretion,  determine  the method and
designate the signatory  officer of officers,  or other persons,  to execute any
corporate  instrument  or  document  or  to  sign  the  corporate  name  without
limitation,   except  where  otherwise  provided  by  law,  the  Certificate  of
Incorporation  or these Bylaws.  Such  designation may be general or confined to
specific  instances.  In any  event,  any  executive  officer  may  execute  any
instrument in the name of and on behalf of the Corporation.

 Section 3.

 Voting of Securities Owned by the Corporation.

     All  stock  and  other  securities  of  other   corporations  held  by  the
Corporation  shall be voted,  and all  proxies  with  respect  thereto  shall be
executed,  by the person so  authorized by resolution of the Board of Directors,
or, in the  absence of such  authorization,  by the Chief  Executive  Officer or
Secretary.

 Section 4.

 Corporate Seal.

     The  Corporation  shall  have a  corporate  seal in such  form as  shall be
prescribed and adopted by the Board of Directors.

 Section 5.

 Construction and Definitions.

     Unless the context requires  otherwise,  the general  provisions,  rules of
construction  and  definitions  in the General  Corporation  Law of the State of
Delaware shall govern the construction of these Bylaws.

 Section 6.

 Amendments.

     These  Bylaws  may be  altered,  amended or  repealed  or new Bylaws may be
adopted by the stockholders at any meeting or by the Board of Directors.




                                      F-33
<PAGE>







 Bank of America

 March 30, 1999

 To All Lenders via First Clais Mail

     RE: Credit Agreement (the "Agreement") dated as of March 27, 1998 among, t~
t~ Fritz Companies,  Inc. (as "Borrower"),  Certain Subsidiaries of the Borrower
(as  "Guarantors"),  the Several  Lenders  from time to time party  hereto,  and
NationsBank N.A. (as "Agent")

 Bank of America NT&SA
 555 California Street, 41st Floor
 San Francisco, CA 94104-1502

 Carl Fye
 Vice President
 Credit Products 5771

 Direct Dial: (415) 953-6903

 FAX:         (415) 622-2385

     On behalf of  NationsBank,  N.A.,  as Agent for the Lenders,  enclosed is a
complete set of executed signature pages for all Lenders approving the extension
of the Maturity  Date for an additional  one-year  period to March 27, 2002 (the
"Extension  Date") as provided  for under  Section  2.5 of the above  referenced
Credit  Agreement.  As you are aware the effective  date for this  Extension was
March 10, 1999.

 Very truly yours,

 NationsBank N.A., as Agent



/s/ Carl Fye
 Carl Fye
 Vice President

 cc: t, Lee Reamy, Assistant Treasurer, Fritz Companies, Inc.

 Jason Morris, NationsBank (copy only/via interbranch)
 Donna Cornell, NationsBank (originals/via interbranch)

 Re: Fritz Companies, Inc. February 3, 1999 Paae 2


                                      F-34
<PAGE>


















     The undersigned Lender consents to the foregoing one-year period "Extension
Date" requested by Fritz  Companies,  Inc. for the Credit  Agreement dated March
27, 1998. The "Maturitv Date" for such extension would be March 27, 2002.

     NationsBank N.A.


 By:/s/Kevin C. Leader

 Name: Kevin C. Leader

 Title: Vice President

                                                            KEVIN Q. LEADER
                                                             Vice President





                                      F-35
<PAGE>







Re: Fritz Companies, Inc.
 February 8,.1999
 Page 2

     The undersigned Lender consents to the foregoing one-year period "Extension
Date" requested  by*Fritz  Companies,  Inc. for the Credit Agreement dated March
27, 1998. The "Maturity Date" for such extension would be March 27,2002.

BankBoston N.A

 By:       /s/ Alicia Szendiuch

 Name:            Alicia Szendiuch

 Title:           Director

 Fax to: Carl Fye, V.P.

 (415) 622-2385

 RESPONSE DUE NO LATER THAN
          FRIDAY, February 26, 1999





                                      F-36
<PAGE>








     The undersianed Lender consents to the foregoing one-year period "Extension
Date" reque ted by Fritz  Companies,  Inc. for the Credit  A2reement dated March
27, 1998. The "Maturity Date" for such extension would be March 27, 2002.

    Standard Chartered Bank
 [fill in complete name ofLender]

 By:    /s/ Sylvia D. Rivers/ /s/ Woo Young Song

 Name: SvIvia D. Rivera/Woo Youn-g Song

 Title:. Assistant VP/ Vice President

 Fax to:  Carl Fye, V.P.
          (415) 622-2385



                                      F-37
<PAGE>




     The undersigned Lender consents to the foregoing one-year period "Extension
Date" requested by Fritz  Companies,  Inc. for the Credit  Agreement dated March
27, 1"S. The "Maturity Date" for such extemion would be March 27,2002.

 MELLON BANK, N.A.

 [fill in complete name of Lender]

 By:     /s/ Gill S. Realon.

 Name:      GILL S. REALON

 7-Itle:    VICE PRESIDENT

 Fax toi   Carl F'ye, V.P
           (415) 622-2385

 RESPONSE DUE NO LATER 77-IAN
         FBIDA Y. February 26, 1999


[GRAPHIC OMITTED][GRAPHIC OMITTED]





                                      F-38
<PAGE>


 Re: Fritz Companies, Inc.
 February 8, 1999
 Page 2

     The undersigned Lender consents to the foregoing one-year period "Extension
Date" requested by Fritz  Companies,  Inc. for the Credit  Agreement dated March
27,1998. The "Maturity Date" for such extension would be March 27,2002:

 Bank One, Texas N.A.
 Name of lender]

 By:  /s/Richard L. Kogers
 Vice President

 Fax to: Carl Fye, V.P.

 (415) 622-2385

 Name:                                                 RESPONSE DUE NO LATER
                                                                 THAN
 Title:                                            FRIDAY, February 26, 1999



                                      F-39
<PAGE>


Re: Fritz Companies, Inc.
 February 8, 1999
 Page 2

     The undersigned Lender consents to the foregoing one-year period "Extension
Date" requested by Fritz  Com2anies,  Inc. for the Credit  Agreement dated March
27, 1998. The "Maturity Date" for such extension would be March 27, 2002.

 I THE FIRST NATIONAL BANK OYCHICAGO

 [fill in complete name ofLender]

 By./s/ Aaron S Lanski

 Title:

 Name:                    AARON S LANSKI
                     Corporate Banking Officer

 Fax to: Carl Fye, V.P.

 (415) 622-2385

 RESPONSE DUE NO LATER THAN.
          FRIDAY, February 26,1999




                                      F-40
<PAGE>










                              Contract No. 99-0239

                             U.S. CUSTOMS BROKERAGE

                                SERVICE AGREEMENT

                                     MEMPHIS

                                     between

                           Federal Express Corporation

                                       and

                              Fritz Companies, Inc.


















                                      F-41
<PAGE>


















                             U.S. CUSTOMS BROKERAGE
                                SERVICE AGREEMENT

 Contract No. 99-023 9

     This  Agreement  made and entered  into as of the 25th day of August,  1998
between  Federal  Express  Corporation  ("Federal")  and Fritz  Companies,  Inc.
("Contractor").

 RECITALS

     1. Federal transports packages from various points,  worldwide to locations
within  the  United  States as set forth in  Exhibit  F of this  Agreement  (the
"Locations") for expedited delivery through an "Express  Consignment and Carrier
Facility or Hub Facility" ("Hub") (each collectively or individually referred to
herein as "Hub") as defined in 19 CFR - 128.

     2.  Packages  arriving  from  foreign  countries  must be  reported  to and
processed by,  various  government  agencies  either before or on arrival in the
United States.

     3. The various  reports and processes  involved are extremely  technical in
nature and errors in the proper  handling of which may  subject the  importer to
severe civil and/or criminal penalties.

     4. The  obligations of Federal to its customers  require that every package
be reported, and required processing completed, in
 time to make delivery commitments.

     5. The volumes  and short time  frames  combine to make it possible to meet
these  commitments only by dedicating  several  licensed Customs Brokers,  large
numbers  of  individuals  trained  in  brokerage  services  and  functions,  and
dedicated computer systems and resources to this task.

     6. Contractor is a commercial firm offering Customs  Brokerage  services to
the general public and has the computer systems, resources and personnel capable
of providing these  regulatory  reporting and processing  requirements  with the
professionalism and timeliness described herein.

     7. Contractor is willing to provide such services to Federal and Federal is
willing to employ Contractor.

     Now therefore,  in  consideration  of the foregoing,  and/or other good and
valuable considerations set forth in this Agreement,
 the parties agree as follows:

     I . TERM.  (a) The terms for each of the Locations as shall be from time to
time governed by this Agreement (the "Term") in Exhibit F attached hereto.



                                      F-42
<PAGE>













     (b) Either party shall have the  unlimited  right to terminate any Location
for which Services are being provided under this Agreement  prior to the related
expiration  date by giving  not less than one  hundred  and eighty  (180)  days'
written notice to the other party.  Neither party may terminate more than one of
the Locations at any one time. Should a party exercise this right of termination
for any of the Locations,  neither party may exercise its right to terminate any
remaining Locations for a period not to exceed one hundred and twenty (120) days
from the  effective  date of the  termination  of the most  recently  terminated
Location.  In the event of a notice of a  termination  of any of the  Locations,
Contractor  shall be entitled only to the Fee earned and  Reimbursable  actually
incurred as of the effective date of termination for that  particular  Location.
If Federal  terminates any Location  pursuant to this clause,  Contractor  shall
have the right to an  increase  in the  pricing  for the  Services  provided  by
Contractor at the remaining Locations.  The par-ties shall mutually agree on the
revised  pricing  within sixty (60) days of the notice by Contractor to increase
the  rates;  however  in no event  may the  increase  in the  rates  exceed  the
following: (a) In the event that the Anchorage Location is terminated early, the
Memphis and Oakland  Location pricing shall each increase by three percent (3%);
(b) In the event that the Memphis  Location is terminated  early,  the Anchorage
and Oakland  Location pricing shall each increase by nineteen percent (19%); and
(c) In the event that the Oakland  Location is terminated  early,  the Anchorage
and Memphis  Location  pricing  shall each  increase by one  percent  (1%);  The
increase  in  pricing  for the  remaining  Locations  shall  commence  upon  the
termination of the particular Location terminated by Federal.

     (c) In the  event  of a  material  change  in the U.S.  Regulations  or the
Regulations  of  any  applicable   foreign  government  which  directly  impacts
Contractor's  ability to perform  the  Services  or  directly  affects the costs
incurred by Contractor in performing the Services, then Contractor may request a
renegotiation  of the terms of this Agreement.  In such event,  Contractor shall
provide Federal with written notice of its desire to renegotiate  this Agreement
specifically  referencing the changed  regulation(s)  which affect  Contractor's
ability to perform the Services. Contractor shall submit a report which explains
and  substantiates  the effect of such  changes.  Federal and  Contractor  shall
renegotiate the contract with terms acceptable to Federal and Contractor  within
sixty (60) days of Federal's receipt of such notice.

     (d) Regardless of the Effective Date of this Agreement, Federal agrees that
the pricing of this  Agreement,  as  specified  in Exhibit B, is effective as of
March 1, 1998.  Therefore,  upon execution of this Agreement,  Federal agrees to
pay  Contractor  pursuant to the March 1, 1998 pricing of Two Hundred Ninety One
Thousand Four Hundred Forty-Six  Dollars  ($291,446) per month and Federal shall
reimburse Contractor for any shortfall from March 1, 1998 to the Effective Date.
In addition,  the invoice for the broker  performance  incentive  from September
1997 through  January 1998 in the amount of $188,900.00  and the invoice for the
UPS strike  costs in the amount of  $149,774.00  shall also be paid by  Federal.
Federal  agrees  to pay  all of  these  charges  within  seven  (7)  days of the
execution of this Agreement.

     2.  SERVICES.  (a)  In  consideration  of  Federal's  payments  under  this
Agreement,  and upon  the  request  of  Federal,  Contractor  shall  perform  in
accordance  with the terms of this  Agreement  the  services  described  in this
Section 2 (the "Services"). For all shipments transported by Federal

                                      F-43
<PAGE>

     arriving  at the Hub and  destined to points  within the United  States and
which require entry and clearance  through United States Customs,  and for which
Federal  is  empowered  to  arrange  such entry and  clearance,  Federal  hereby
designates  Contractor  and  Contractor  hereby  accepts  such  designation,  as
Federal's  Licensed  Customs  Brokers;  to enter and clear all such shipments in
accordance  with  the  provisions  of 19  CFR  Section  1 1 1 et.  seq.,  and in
accordance with the Broker Performance  Standards and provisions of Exhibit A to
this Agreement.  Contractor  shall be the "Importer of Record" for all shipments
except those for which the ultimate  consignee requests that it be the "Importer
of Record" and provides  Contractor  with a duly executed  Power of Attorney and
has a  surety  bond in  favor  of the  United  States.  In  connection  with the
Services:

     (i)  Contractor  will provide all forms and supplies  necessary for Customs
and Regulatory Agency clearance.

     (ii)  Contractor  shall provide all equipment  required for the preparation
and filing of Customs  entries and Regulatory  Agency  Documents and at its own
expense  supply,  support,  and maintain  such  equipment and  associated  costs
thereof.

     (iii)  Federal  will have the option to provide data lines to the Hub at no
cost to Contractor for use to perform Customs Clearance  services.  Federal will
provide fax machines and maintenance and toner supplies  required to receive and
process clearance  documentation.  Contractor will supply paper required for fax
machines.

     (iv) Contractor shall provide to Federal  opportunities to improve services
or reduce costs through better procedural  changes or investment.  Federal shall
evaluate  such  suggestions  and decide if such changes  shall be made.  If such
investment  decision is made by  Federal,  the  amortization  of the cost of the
investment  and the  interest  shall be agreed to in writing by the  parties and
shall be paid by Federal over the remaining term of this Agreement.

     (v) Contractor shall maintain and provide to Federal at Federal's  request,
a hit showing the customers that have requested that a customer be listed as the
importer of record.

     (b) As part of the Services,  Contractor  will advise  Federal of all cargo
which should go into and out of Federal's In-Bond cage. Contractor will maintain
a  package-hold  log detailing  Contractor's  advised  movements into and out of
Federal's  In-Bond  cage.  Shipments  caged will be processed by  Contractor  in
accordance  with  Federal's  established  standards  and  billed as set forth in
Exhibit B.  Responsibility  for the actual physical  content of the In-Bond cage
shall remain with Federal. Corrections to the manifest, Immediate Transportation
(IT) or Inward Cargo Manifest shall be made by Federal.


                                      F-44
<PAGE>

     (c) Federal will provide to Contractor at no charge adequate  facilities as
necessary for Customs  shipment release  processing and equipment  (exclusive of
equipment  needed to generate  Customs  forms and  associated  documents  and to
process shipments through U.S. Customs and other government agencies, which will
be  provided by  Contractor)  for use by  Contractor  in  performance  of duties
required of  Contractor  by this  Agreement  at the Hub. The pricing of adequate
facilities  of  the  current   facilities  are   incorporated   in  the  current
compensation in Exhibit B of this Agreement. The cost for any additional changes
or improvement  to the  facilities  that are necessary for Contractor to perform
the  Services  under  this  Agreement,  shall be agreed  upon by the  parties in
advance.  Contractor  will provide  additional  offsite  space at its expense to
facilitate increased volumes and service.

     (d) Federal will provide at each of the  Locations  two (2) parking  spaces
for Contractor owned or leased vehicles during Hub operating  hours.  This space
shall be used by Contractor for the purpose of parking vehicles  employed in the
movement of staff, supplies and files between Federal's Hub and the Contractor's
offices.  This space shall be located at a site mutually agreeable by Contractor
and  Federal.  Contractor's  personnel  will be allowed  to park in the  Federal
employee parking area and Federal will provide transportation (if parking spaces
allotted  are not  within  walking  distance  of the Hub) from  parking  area to
entrance of the Hub.

     (e)  Contractor  will provide  Federal with a  statistic's  report for each
month of the Term (the  "Statistic's  Report")  which  Statistic's  Report  will
itemize the volume of each type of Services  provided by  Contractor  during the
immediately preceding month for each billed category described in Exhibit B. The
Statistic's Report will fully substantiate each invoice submitted to Federal for
Fees.

     (f)  Except as  expressly  provided  in this  Agreement,  Contractor  shall
advance and pay to the applicable  governmental  agency all duties and taxes and
fees required in connection with  Contractor's  performance of the Services (the
"Reimbursables").  Notwithstanding the foregoing,  when Federal is listed as the
importer  of  record of a  shipment  (which  shall  occur  only if  specifically
requested by Federal)  and the duties for such  shipment  exceed the  applicable
amount set forth in Exhibit B, Federal shall remit any such payment  directly to
U.S. Customs. Contractor will be responsible for timely communication to Federal
when such direct  payment of duties by Federal is  necessary.  Reimbursement  by
Federal of Reimbursables advanced by Contractor under this Agreement shall be in
accordance with Section 4.

     3.  PAYMENT  FOR  SERVICES.   In  consideration  of  Contractor's  complete
performance of the Services in accordance with this Agreement, Federal shall pay
Contractor a fee (the "Fee") based on the rates for the specific location as set
forth in Exhibit B and  payable as  provided  in this  Section  3.  However,  no
portion of the Fee shall be payable  unless  properly  documented  in accordance
with this Agreement.  On a monthly basis,  Contractor shall submit to Federal an
invoice (original and two copies) for its Fee for Services completed during each
month of the  Tenn.  Each  invoice  must  include  a  statistical  volume  sheet
inclusive of all service types charged on the invoice.  Each Customized  Process
Account ("CPA") surcharge invoiced must include  statistical volumes by customer
name, type of entry and category. All CPA designated accounts


                                      F-45
<PAGE>


     must be  pre-approved  in writing by the Customs  Brokerage  Administration
("CBA") in Memphis prior to invoicing. No unauthorized CPA account charges shall
be  reimbursed  by Federal.  All charges  invoiced to Federal must appear on the
Price List except for  compensation  for expenses outside of the Agreement which
must be itemized and approved in writing. Contractor's invoices for Fees must be
accompanied by any other documentation as may be reasonably requested by Federal
f6r  its  proper  review  of  such  invoice.   Federal  shall  promptly   review
Contractor's  invoice and approve for payment such amounts as Federal reasonably
determines to be properly due under the  Agreement.  Payment by Federal shall be
made  within  seven (7)  business  days of  Federal's  receipt  and  approval of
Contractor's invoice.  Federal shall state in writing its reason for withholding
any or all of the monies requested by Contractor.

     4.  PAYMENT OF  DUTIES/TAXES.  (a) In  addition to the Fee,  Federal  shall
reimburse  Contractor for the  Reimbursables . No  Reimbursable  claimed will be
payable unless properly documented in accordance with this Agreement. Contractor
will submit to Federal an itemized invoice of all Reimbursables  within four (4)
business days from Custom's release of the shipment,  which invoices shall be in
the form of a Daily Customer Invoice Summary ("DCIS")  provided by Contractor to
Federal  in hard  copy or  electronically  through a Duties  and  Taxes  Revenue
Control  ("DTRC")  system  transmission.  Payment  by  Federal  of  Contractor's
invoices  for  Reimbursables  shall be made within  seven (7)  business  days of
Federal's receipt and approval of such Reimbursable invoice. Federal shall state
in writing its reason for withholding any or all of the Reimbursables  requested
by Contractor.

     (b)  Notwithstanding  the  foregoing,  the four (4)  business  day  invoice
provision  set  forth  above  shall  not  apply  to  those  entries  which  have
"Customized  Processing"  involved.  For the purpose of invoicing,  " Customized
Processing" is defined as follows:

     (i) Those shipments  processed  under the Post  Operations  Services (POPS)
program where Federal or a customer has failed to immediately  provide  required
Entry/Entry Summary information.

     (ii) Those shipments for which written customer instructions on Entry/Entry
Summary Verification exist, provided that such Customer
       written instructions must be on file and present in Federal's System.

     (iii) Any  invoices  which  Federal  rejects for lack of proper  additional
documentation provided that Contractor researches such reject within 48 hours of
receipt of the reject and corrects the error or the parties  mutually agree that
the  cause of the  reject  is  because  of  Federal's  error and not an error of
Contractor.

 (iv)  All invoices for CPA and FDA shipments.

     In the case of Customized  Processing,  all Reimbursables invoices shall be
presented to Federal within three (3) business days after
 receipt of the applicable information from the customer. The



                                      F-46
<PAGE>


 6

     Contractor  shall maintain all proof of receipt of such information and all
correspondence made to secure such information.

     (c) Contractor  will utilize  Federal's  overnight  service or hand deliver
Reimbursables  invoices to the applicable department designated by Federal at no
charge to Contractor.

     (d) If Entry Summary Transactions exceed the amount specified in Exhibit B,
Reimbursables will be invoiced to Federal within three (3) business days, except
where Federal's customer has requested a review of the entry prior to payment of
duties and taxes, or requires other Special Handling.

     (e) In the event of an  additional  billing  request  for  payment  by U.S.
Customs,  Contractor  will  invoice to Federal any and all  additional  Federal,
Federal's  customer,  or U.S.  Customs  imposed  duties/taxes  due to  voluntary
tenders/disclosures,  liquidation,  reliquidation or suspension  within five (5)
business days of Contractor's  receipt of the additional  amount required by the
billing request for payment. Federal shall have no obligation for payment should
Contractor  fail to invoice within this time period.  Contractor will maintain a
dated receipt for each  additional  billing request  received from Federal,  the
customer or U.S.  Customs.  Contractor  may bill a customer  directly only after
receiving  Federal's  written  consent  to do so;  which  consent  shall  not be
unreasonably  withheld.  Only upon  Contractor's  request and Federal's  consent
shall  Contractor  communicate  with the  customer  relating  to any  matter  in
connection  with the  preparation  of the  entry/entry  summary and provide such
information as the customer requests.

     (f) Notwithstanding the foregoing,  in cases where Contractor fails to meet
the time frames set forth above in 4 (b) (iii), the obligation of the Contractor
and Federal shall be as follows:  If Contractor invoices Federal between the day
of U.S. Customs release  ("Release") and up to the fifteenth (15th) calendar day
thereafter,  Federal  will  pay  Contractor  its Fee and all  Reimbursables.  If
Contractor invoices Federal between the sixteenth(16th) and the thirtieth (30th)
business  day  after  Release,  Federal  shall  assess  a  late  penalty  fee to
Contractor  of fifteen  dollars  ($15) per entry but Federal shall still pay all
Reimbursables.  If Contractor invoices Federal between the thirty-first (3 1 st)
and the  forty-fifth  calendar  day after  Release,  Federal  will assess a late
penalty fee of $20 per entry and shall be under an obligation to pay the related
Reimbursables. If Contractor invoices Federal on or after the forty-sixth (46th)
calendar day,  Federal  shall assess a late penalty of twenty  dollars ($20) per
entry and Federal shall have no obligation  to pay any  Reimbursables.  All such
invoices  invoiced by Contractor  after the thirtieth  (30th) calendar day shall
invoiced to Federal in hard copy paper form.  Federal  shall have no  obligation
for payment of  consolidated  informal  entry  invoicing  which is greater  than
fifteen (1  5)calendar  days after the date of entry.  However,  Contractor  may
invoice the client of Federal  directly for payment of such  Reimbursables  upon
Federal's consent,  which shall not be unreasonably  withheld.  The late penalty
fees set forth above shall be shown as a deduction from fees owed  Contractor in
the invoices delivered pursuant to Section 3 above.



                                      F-47
<PAGE>


     (g) Any refunds due to Federal or Federal's  customers shall be refunded to
Federal  within  fifteen (15) business  days of receipt of any refunded  amounts
from U.S.  Customs,  mutually  agreed to vendor  rebilled  invoices or corrected
entries.  All refunds  shall be  accompanied  by all necessary  information  and
documentation to specifically identify the subject transaction.

     5. QUALIFIED PERSONNEL. (a) Contractor warrants that it holds all necessary
bonds and  licenses  required  to provide  the  Services;  that it will  provide
sufficient  numbers of  qualified  personnel  and  licensed  Customs  Brokers to
provide responsible  supervision for the Services, that it will provide at least
one (1)  Licensed  Customs  Broker  available  and on  site  at the  Hub  during
clearance  time,  and will  exercise  reasonable  care and due  diligence in its
performance  of the  Services,  provided  that  Contractor  may  rely  upon  all
information  contained in the  documents  provided by the  customer  and, in the
absence of such information,  may employ its professional  judgment in preparing
the entry/entry  summary.  Upon request of Federal,  Contractor shall furnish to
Federal  appropriate  evidence  of  adequate  workers'  compensation   insurance
coverage on all  employees.  All Contractor  employees  shall abide by Federal's
security rules and regulations.

     (b) Neither  Contractor  nor Federal  will  negotiate  for the employ,  nor
employ,  the other's employees without prior written consent of the other party.
The covenant  contained in the immediately  preceding sentence shall survive the
term of this  Agreement  by one (1)  year.  In the  event of any  breach  of the
foregoing covenant,  the injured party shall be entitled to injunctive relief in
addition to such other relief available at law or equity.

     (c) The Contractor shall, in the event of any technical  non-performance or
severe personality  problems on the part of the Contractor's  personnel,  recall
such  personnel at the written  request of a Senior Manager or above of Federal,
upon  forty-eight  (48) hours  notice.  Contractor  shall  make best  efforts to
immediately  assign new personnel in this  situation and will assume the cost of
this  replacement  as well as any  learning  period  necessary to bring such new
personnel to productive status.

     (d) The selection and minimum  specifications for Contractor's employees is
attached herein as Exhibit E and becomes an
 integral part of this Agreement as to any of Contractor's
employees working on Federal's premises.

     6.  EVENTS  OF  DEFAULT  AND  TERMINATION.  (a) If any  one or  more of the
following  events of default occur,  then this Agreement may, in addition to the
remedies  set  forth  below,  be  terminated  at the  option of the party not in
default,  provided that the non-defaulting party's option to terminate shall not
be deemed an election of remedies:

     (b)  Failure  of  either  party to pay when due any  payment  which  may be
required under this Agreement which failure shall remain uncured for a period of
seven (7) business days after the defaulting  party's  receipt of written notice
of such non-payment;



                                      F-48
<PAGE>


     (c) Any breach or failure of either  party to observe or perform  any other
term, condition, or covenant required to be observed under this Agreement, which
breach or failure  remains  uncured for a period of ten (10) business days after
the defaulting party's receipt of written notice of such breach or failure;

     (d) The breach of any warranty or falsity of any material representation as
of the time made by either party,  which breach or falsity shall entitle Federal
to immediately terminate this Agreement;

     (e) The dissolution,  liquidation,  cessation of business or termination of
existence of
 either party;


     (f) The insolvency, bankruptcy, or assignment for the benefit of creditors,
the consent of the  appointment of a trustee or receiver for a substantial  part
of the business or the  admission in writing of either party of its inability to
pay its debt as they may mature;

     (g) The  institution  against either party of  bankruptcy,  reorganization,
insolvency, or liquidation proceedings or any other proceedings for relief under
any bankruptcy or similar federal, state or local law for the relief of debtors,
provided that such proceeding is not dismissed  within thirty (30) calendar days
after such institution.

     7.  REMEDIES.  In addition to any other remedy  provided in his  Agreement,
upon the occurrence of any of the above events of default, either party shall be
entitled to all remedies available in equity or pursuant to applicable law.

     8.  INDEPENDENT   CONTRACTOR.   The  parties  intend  that  an  independent
contractor  relationship  shall  be  created  by  this  Agreement.   Federal  is
interested  only in the results to be  achieved,  and the conduct and control of
the work will lie solely with Contractor.  Contractor shall not be considered an
agent or employee of Federal for any purpose.

     9.  PROPRIETARY  INFORMATION.  (a) Contractor and Federal agree that in the
performance  of  Contractor's  services for Federal,  each party has or may have
acquired  information  ("Proprietary  Information")  which is (i)  confidential,
secret,  unique and  proprietary  to the other party,  having been  developed or
accumulated  over a lengthy  period of time by the other at a great  expense  or
developed  by both  parties,  and (ii) other  technical,  business or  financial
information  including,  but not  limited  to  customer  lists,  trade  secrets,
operational processes and the party's method of brokerage processing, the use or
disclosure of which by third  parties is, or may  reasonably be construed to be,
contrary to the other party's  interest.  Contractor and Federal agree that such
Proprietary  Information has been disclosed to the other party in confidence and
for use only by the recipient of such  Proprietary  Information for the sole and
exclusive  benefit  of the  disclosing  party  and only in  connection  with the
performance  of the  matters  contemplated  under this  Agreement.  Federal  and
Contractor further agree that each will: (i) hold in confidence such Proprietary
Information at all times during and after  termination of this  Agreement;  (ii)
except for agents of the United States Government authorized to obtain such



                                      F-49
<PAGE>


     information  pursuant  to 19 CFR - 111.24 or other  applicable  statutes or
regulations,  not disclose or communicate  Proprietary  Information to any third
party;  and (iii) not make use of  Proprietary  Information  on its behalf or on
behalf of any third party.

     (b)  Federal and  Contractor  agree that in the event of any  violation  or
threatened  violation of the  provisions  of this  Section 9, the injured  party
shall  be  authorized  and  entitled  to  obtain  from any  court  of  competent
jurisdiction preliminary and permanent injunctive relief as well as an equitable
accounting of all profits or benefits arising from such violation,  which rights
and remedies shall be cumulative and in addition to any other rights or remedies
at law or in equity to which the injured party, may be entitled.

     (c) The obligations of  confidentiality  set forth above shall not apply to
information  (i) which is or becomes part of the public domain through no action
of the recipient,  (ii) which the recipient can prove to the disclosing  party's
reasonable satisfaction that such information was existing in Contractor's files
prior to the  disclosure,  (iii) which the recipient can prove to the disclosing
party's reasonable satisfaction that such information is developed independently
without  reference to the other  party's  confidential  information,  or (iv) is
required by applicable law to be disclosed.

     10.  NON-COMPETITION.  During the Term, Contractor shall not, without prior
written  consent  of  Federal,  perform  advisory,  and/or  brokerage  services,
directly or indirectly,  at any Hub or Express  Consignment  Carrier Facility as
defined in 19 CFR - 128 for any other  person or entity  engaged in the  express
courier or parcel industry, unless otherwise agreed in writing by Federal.

     INDEMNIFICATION.  (a)  Contractor  hereby  agrees  to  indemnify  and  hold
harmless  Federal,  its officers,  agents,  and employees from any  liabilities,
damages,  expenses,  demands,  claims,  suits, or judgments including reasonable
attorneys' fees, costs, and expenses incidental thereto,  that are caused by the
negligence  of  Contractor  in  performing  or negligent  failure to perform the
Services for Federal  under this  Agreement  that  results in financial  loss to
Federal.  However,  this  indemnity  obligation  and any other such liability of
Contractor  arising out of the Services  provided by Contractor shall be limited
to the amount of three million.  dollars ($3,000,000) per year (beginning on the
Effective Date of this Agreement) in the aggregate for any such claims. However,
under  no   circumstances   shall   Contractor  be  liable  for   incidental  or
consequential damages.

     (b) Federal agrees to defend,  indemnify and hold harmless Contractor,  its
parents, affiliated companies,  officers, agents, and employees from any and all
liabilities,  damages, expenses, demands, claims, suits, and judgments including
all reasonable  attorneys' fees,  costs and expenses  incidental  thereto,  as a
result of the  following in  connection  with  Contractor's  performance  of the
Services under this Agreement: the consignee's failure to redeliver shipments or
parts  thereof  due to U.S.  Customs or other  agencies  or the  consignee's  or
consignor's failure to furnish  information to U.S. Customs;  the consignee's or
consignor's  failure to furnish documents covered under a missing document bond;
fraudulent, negligent, or erroneous actions on the part



                                      F-50
<PAGE>


     of parties other than  Contractor and its officers,  agents,  or employees;
failure of U.S.  Customs to require  entry until after  post-sort  review of the
manifest;  any procedural  operations that are directed by Federal and for which
Contractor  has  provided  written  notice to Federal  that such  operation  may
violate  provisions  of  applicable  law or  regulations;  errors as a result of
documents not in compliance  with Section 141.86 of the Customs  Regulations and
all claims for duties,  paperwork,  cargo,  or any other  claims (not to include
recurring  incidents  brought  to the  attention  of  Contractor)  not under the
control of  Contractor  made by U.S.  Customs or other parties and all or any of
these  arising out of, or related to Services  provided by Contractor to Federal
under this  Agreement.  Federal's  obligation  of indemnity  shall not cover any
claims arising out of the negligence,  gross negligence or willful misconduct of
Contractor or out of situations in which  Contractor  has rendered the consignee
or consignor  post entry services at the  consignee's or consignor's  direction,
for  additional  compensation  from the  consignee  or consignor  separate  from
Services  described in this Agreement or any other claims which do not arise out
of the performance by Contractor of the Services under this Agreement.

     12.  SERVICE  FAILURES.   Any  Contractor  error  (e.g.  improper  release,
unnecessary  cage,  rejected  entry)  resulting  in a service  failure for which
Federal  must  reimburse  customers  shall be so  reimbursed  by  Contractor  in
addition to those  caused by failure to file entries  timely.  In the event that
the  Contractor  fails to present an entry to U.S.  Customs on a shipment  after
timely receipt of the required documentation,  or information, or as a result of
Contractor's  Automated Systems (primary and/or backup) being down and access to
information is unavailable which causes service failures for Federal. Contractor
shall reimburse  Federal for all losses to the customer  actually incurred equal
to the entry fee charged to Federal by Contractor for the individual shipment on
days where no incentive payment has been earned by Contractor.  On days where an
incentive  payment  has  been  received  by  Contractor  and in the  event  that
Contractor  fails to present an entry to U.S. Customs on a shipment after timely
receipt  of the  required  documentation,  or  information,  or as a  result  of
Contractor's  Automated Systems (primary and/or backup) being down and access to
information is unavailable which causes service failures for Federal and Federal
provides  Contractor  with  written  proof  of  reimbursement  to the  customer,
Contractor shall reimburse  Federal an amount equal to the actual refund(s) paid
by Federal to the customer not to exceed the incentive  paid  Contractor for the
given day. At no time will the total  reimbursement  exceed the daily  incentive
paid the Contractor.

     In the event any error is solely the fault of Contractor and is shown to be
the direct  cause of shipment  delay and such delay would cause the  shipment to
miss its service commitment,  and results in the shipment being expedited to the
customer,  Contractor  will be responsible  for such additional cost as mutually
determined by Contractor and Federal's U.S. Brokerage Department,  but such cost
shall not exceed the cost of expediting the shipment to the destination.

     13.  CHANGES IN WORK.  (a) Federal may order extra Services or make changes
by altering,  adding to or deducting from the Services by signing a change order
in the form of Exhibit C ("Change  Order").  Services  performed  pursuant  to a
valid  Change  Order  shall  be  performed  subject  to the  conditions  of this
Agreement.




                                      F-51
<PAGE>


     (b) Federal also by written  instruction  to Contractor may make changes in
the Services not involving extra cost and not inconsistent  with the purposes of
the  Services  without  execution of a Change  Order,  but  otherwise,  no extra
Services shall be done or changes made unless pursuant to a Change Order, and no
claim for an  addition  to the Fee or an  extension  of the Term  shall be valid
unless so ordered in a signed Change Order.

     (c) Upon  receipt of a written  request  from  Federal  for  changes in the
Services which would affect the Fee or the Termination  Date,  Contractor  shall
submit a statement detailing Contractor's proposal for accomplishing the changes
proposed  by Federal and the  effect,  if any,  on the Fee and the  Termination,
Date. If Federal accepts Contractor's proposal, a Change Order shall be executed
by the parties and the Fee,  Maximum  Reimbursable  Amount and Termination  Date
shall be adjusted as agreed,  subject to any special  conditions  applicable  to
Change Orders set forth in Exhibits A and B.

     (d)  Significant  operational  irregularities  which occur in the course of
performing  the Services under this Agreement that cause the Contractor to incur
additional and  uncontrollable  costs shall be documented in writing to Federal.
Such occurrences shall be mutually agreed by the parties and shall be designated
as "Mass  Exceptions"  which will include,  but not be limited to, the following
occurrences  upon the mutual  agreement of the parties:  (a) flights that arrive
later than thirty (30) minutes prior to the scheduled sort down time and Federal
directs  Contractor to process that flight the same night;  (b)  unscheduled Hub
closures; (c) changes in holiday work schedules without thirty (30) days' notice
from Federal;  (d) a Federal  system outage in excess of one (1) hour during the
brokerage  process that creates  significant  delays or costs for the Contractor
(such as, IMS,  VISA,  BTS,  etc.) or (e) flight  routing  changes  initiated by
Federal  without  providing  Contractor  at least one (1) hour  notice  prior to
flight departure. This Mass Exception shall be properly documented by Contractor
and both parties must, in connection with events described in (b) and (c) above,
mutually  agree  upon the  compensation  for such  Mass  Exception  prior to its
occurrence.  Federal  shall pay the  compensation  to  Contractor  for such Mass
Exception  as agreed by the  parties.  In the case of the  occurrence  of events
described in (a),  (d), or (e) above,  Contractor  shall be  reimbursed  for the
additional costs at the rates set forth in Exhibit B.

     14. RIGHT OF AUDIT AND  DOCUMENTATION.  (a) Contractor  shall keep full and
accurate  financial and other records in connection  with the performance of the
Services  all of  which  records  shall  be  open to  audit  by  Federal  or any
authorized  representative  of Federal  during the Term during  normal  business
hours and upon a reasonable amount of written notice,  taking into consideration
the age,  number and type of  records  and until  five (5) years  following  the
expiration of the term or earlier  termination of this  Agreement.  In addition,
Contractor  shall  make  it a  condition  of all  subcontracts  relating  to the
Services that all subcontractors  will keep accurate financial and other records
in  connection  with their work and that such records  shall be open to audit by
Federal or any authorized  representative  of Federal during the  performance of
the subcontractor's  work and until five (5) years following the subcontractor's
completion of its work.



                                      F-52
<PAGE>


     (b) All customer  profile  information on file with Contractor and obtained
in connection with this Agreement,  shall be provided to Federal upon request by
Federal during the Term and until two (2) years  following the expiration of the
Term.

     (c) Contractor shall maintain and update an internal operational procedures
manual.  A copy of this manual will be  provided to Federal  within  thirty (30)
days of entering into this Agreement.  Any updates to the manual(s) will be made
within  seven  (7)  days  of the  final  implementation  of the  operational  or
procedural change. All such updates will be provided to Federal within seven (7)
days  of  request  by  Federal's  Customs  Brokerage  Department  following  the
completion of the manual update.

     (d) Contractor  shall provide Federal with an  organizational  chart of the
operations  within  thirty  (3 M days  of  entering  into  this  Agreement.  The
organizational  chart should  contain a listing of all personnel  (including job
titles). Any updates or changes made to the organizational  information shall be
provided to Federal  within seven (7) days after  request by  Federal's  Customs
Brokerage Department following such change or update.

 15.

     INSURANCE.  (a) At all times during the  performance  of the Services,  the
Contractor shall maintain in force the insurance  described in Exhibit D, in the
amounts and with the  endorsements  there  specified and as further  provided in
this Section 15.

     (b) All insurance policies  maintained by the Contractor shall provide that
insurance as applying to Federal shall be primary and Federal's  insurance shall
be noncontributing irrespective of any insurance Federal maintains.

     (c) All insurance  maintained by the Contractor pursuant to this Article 15
shall be written by insurance  companies licensed to do business in the state in
which the Services are performed, shall be in form and substance satisfactory to
Federal and shall provide that  insurance  will not be subject to  cancellation,
termination,  or change except after thirty (30) days' prior  written  notice to
Federal.

     (d) All liability insurance policies,  except for any worker's compensation
insurance  policies and professional  errors and omissions  insurance  policies,
maintained by the  Contractor  pursuant to this  Agreement  shall be endorsed to
name Federal and its respective officers,  directors and employees as additional
insureds,  and all property damage  insurance shall be endorsed with a waiver of
subrogation by the insurer as to Federal.

     (e) Prior to the execution of this Agreement,  the Contractor shall furnish
to Federal certificates of insurance  reflecting policies in force.  Contractual
liability insurance shall specifically acknowledge the provisions of Article I I

     (f)  Contractor  shall also  maintain  insurance  in order to  satisfy  its
obligation  pursuant  to Section I I hereof.  Federal  shall pay for the cost of
such insurance policy in the manner set forth in Exhibit D.



                                      F-53
<PAGE>


     16. WARRANTY AND PERFORMANCE  DELIVERABLES.  Contractor warrants and agrees
that all work and Services  performed  hereunder  will  represent  best efforts,
reasonable care and will be of the highest  professional  standards and quality.
The  Services  performed  will  be  in a  good,  professional,  workmanlike  and
competent  manner  in  conformity  with  the  requirements  of  this  Agreement.
Contractor agrees that it will exercise reasonable care and due diligence in its
performance  of the  Services.  Contractor  agrees  and  commits to use its best
efforts to provide any  deliverables  required by this Agreement by the specific
time required under this Agreement.  This includes,  but is not limited to, such
deliverables as reports,  computer programs,  project  modifications,  research,
findings,, procedural enhancements. Deliverable time commitments may be extended
with written approval of Federal.

     17. CONTROLLING LAW. The interpretation of this Agreement shall be governed
in all respects by the laws of the State of New York.

     18.  ASSIGNMENTS.  This Agreement may not be assigned without the prior and
express written consent of the other party except that upon prior written notice
either  party may assign all or any part of its rights and  delegate  its duties
under this Agreement to a wholly-owned subsidiary or affiliate.

     19.  ENTIRE  AGREEMENT.  This  Agreement  represents  the entire  Agreement
between  the parties  and  supersedes  all  previous  written or oral  agreement
between the  parties.  This  Agreement  shall not be modified or affected by any
course of dealing, course of performance or usage of trade.

     20. EXHIBITS.  All exhibits  described in this Agreement shall be deemed to
be incorporated  in and made a part of this  Agreement,  except that if there is
any inconsistency  between this Agreement and the provisions of any exhibit, the
provisions of this Agreement  shall  control.  Terms used in an exhibit and also
used in this  Agreement  shall have the same  meaning in the  exhibit as in this
Agreement.

     21. MODIFICATION. Except as otherwise provided, this Agreement shall not be
modified except by written agreement signed on behalf of
 Federal and Contractor by their re'*spective authorized officers.

     22. SEVERABILITY. If any provision of this Agreement is held to be invalid,
illegal or  unenforceable,  the validity,  legality,  and  enforceability of the
remaining provisions shall in no way be affected or impaired.

     23.  NOTICES.  All  notices,   approvals,   requests,  consents  and  other
communications given pursuant to this Agreement shall be in writing and shall be
effective  when  received,  if hand  delivered,  sent by telex,  sent by Federal
Express service or sent by certified or registered mail, addressed as follows:



                                      F-54
<PAGE>




 If to Contractor:                       Fritz Companies, Inc.
                                         2005 Nonconnah Blvd., Suite 31
                                         Memphis, TN 38132
                                         Attn: Director,
                                               Express Clearance Customs,

  With a Copy to:                        General Counsel
                                         Fritz Companies, Inc.
                                         706 Mission Street
                                         San Francisco, CA 94103


 If to Federal:                           Federal Express Corporation
                                          2600 Nonconnah Blvd., Suite 191
                                          Memphis, Tennessee 38132
                                          Attn: Sr. Manager, Brokerage Services

 With a Copy to:                          Federal Express Corporation
                                          1980 Nonconnah Blvd.
                                          Memphis, TN 38132
                                          Attn: Managing Director,
                                                Business Transactions

                                          and

                                          Federal Express Corporation
                                          2600 Nonconnah Blvd., Suite 307
                                          Memphis, TN 38132
                                          Attn.: Sr. Supply Chain Specialist;
                                                 Brokerage Services

                                                                            14

     24.  VALIDITY OF AGREEMENT.  This Agreement  shall not be valid nor binding
upon  Federal  unless it shall have been  executed  by an officer of Federal and
legally  approved as  evidenced by the  signature  of Federal's  attorney in the
space provided.

     25. SURVIVAL. The provisions of this Agreement which by their nature extend
beyond the  expiration or earlier  termination of the Agreement will survive and
remain in  effect  "until  all  obligations  are  satisfied.  Specifically,  the
Contractor's  obligations  to indemnify  Federal and  Federal's  obligations  to
indemnify Contractor shall survive this Agreement.

     26. WAIVER. The failure of either party at any time to require  performance
by the other of any  provision  of this  Agreement  shall in no way affect  that
party's right to enforce such provision, nor shall the waiver by either party of
any breach of any provision of this Agreement be taken or held to be a waiver of
any further breach of the same provision or any other provision.

     27.  SECTION  HEADINGS.  All section  headings  and  captions  used in this
Agreement are purely for convenience and shall not affect the  interpretation of
this Agreement.



                                      F-55
<PAGE>


     28.  DISCLOSURE.  The  Contractor  shall in each instance  obtain the prior
written  approval of Federal  concerning exact text and timing of news releases,
articles,  brochures,  advertisements,  prepared  speeches and other information
releases concerning this Agreement.

     29.  CHANGE OF CONTROL.  In  addition  to such other  rights as Federal may
have, Federal shall have the right to immediately  terminate this Agreement upon
the acquisition of a majority  ownership or voting control of the capital stock,
business or assets of Contractor by any third party which is not an affiliate or
subsidiary of the Fritz Companies, Inc. Contractor shall promptly notify Federal
in writing of any such change in control.

     30. FURTHER  ASSURANCES.  Each party agrees that it will take such actions,
provide such  documents,  do such things and provide such further  assurances as
may  reasonably  be  requested  by the  other  party  during  the  term  of this
Agreement.  Contractor  agrees to provide to  Federal,  from time to time,  such
public  financial  information  as Federal may  reasonably  request to determine
Contractor's ability to perform its obligations under this Agreement.

     31. SET OFF.  There shall be no right of set-off of sums due and payable to
Contractor  hereunder,  whether for duties and taxes or other payables unpaid by
consignee or shipper to Federal or for claims of Federal  alleged to have arisen
under this Agreement.

     32. MILLENNIUM  COMPLIANCE (a) "Four-Digit Year Format" shall mean a format
that allows entry or  processing  of a four-digit  year date where the first two
digits will  designate the century and the second two digits will  designate the
year within the  century.  "Leap Year" shall mean the year during which an extra
day is added in February  (February 29th).  Leap Year occurs in all years evenly
divisible by the number four (4), except that a year that is divisible by 100 is
not a Leap Year (unless it is also divisible by 400, i.e.,  making the year 2000
a Leap Year).  "Year/2000  Compliant" shall mean that dates outside of the range
1900-1998,  including the years 1999,  2000 and thereafter,  encountered  and/or
processed by the equipment  will be correctly  recognized,  calculated,  sorted,
stored,  displayed and/or otherwise  processed in any level of computer hardware
or software  including,  but not limited to,  microcode,  firmware,  application
programs, system software, utilities, files and databases.

     (b) Contractor shall use its best efforts to ensure: (i) that the equipment
is Year/2000  Compliant;  is designed to be used prior to,  during and after the
calendar year 2000 A.D.; will operate consistently,  predictably and accurately,
without  interruption  or  manual  intervention,  and  in  accordance  with  all
requirements of this Agreement,  including without limitation all specifications
and/or functionality and performance requirements, during each such time period,
and the  transitions  between  them,  in  relation  to  dates it  encounters  or
processes;  (ii) that all date  recognition and processing by the equipment will
include the four digit year format and will correctly  recognize and process the
date of February 29, and any related data,  during Leap Year; and (iii) that all
date sorting by the  equipment  that  includes a "year  category"  shall be done
based on the four-digit year format.



                                      F-56
<PAGE>


     (c) Contractor shall use its best efforts to ensure that the equipment will
accept data from other systems and sources that are not Year/2000 Compliant, the
equipment must properly recognize,  calculate, sort, store, output and otherwise
process such data in a manner that eliminates any century  ambiguity so that the
equipment remains Year/2000 Compliant.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.

 FRITZ COMPANIES, INC.                              FEDERAL EXPRESS CORPORATION

 By: /s/ R. Arovas                                   By:  Gerald L. Leary

 Title: Executive Vice President                          Title: V.P. GTS
        (Contractor)                                       (Federal)

 .40977





                                      F-57
<PAGE>

















                                    EXHIBIT A

                                 to that certain

                               Services Agreement

                                     between

                           Federal Express Corporation
                                   ("Federal")

                                       and

                              Fritz Companies, Inc.
                                 ("Contractor")

 SERVICES/SPECIFICATION

 1.       RELATIONSHIPS

     A.  Contractor  is employed by Federal on a  contractual  basis to act as a
customs   broker,   and  the   importer   of  record   on  the   behalf  of  the
consignee/shipper/Federal to customs clear import packages as stated and defined
in the contractual Agreement.  Contractor will be the importer of record for all
shipments covered by this Agreement unless otherwise  specifically  requested by
the Consignee of a shipment.

     B.  Federal  will  provide  adequate  personnel  and  facilities  to and be
responsible  for the movement,  staging,  opening and closing of import packages
for U.S. Customs.

 11.      SUPERVISION

     Employees  of  Contractor  must observe all safety,  security,  and placard
requirement and regulations while on Federal's premises.

 Ill.     RESPONSIBILITY

 A. Entry Preparation

     From manifests and  documentation  of entry  information,  Contractor  will
supply and/or verify the Harmonized Code classification  number and duty rate to
be applied  and  correct  formal/informal  entry  number to be  assigned to each
shipment.


                                      F-58
<PAGE>





     2.  Contractor  is  responsible  for using its best  efforts for the timely
production of entry forms necessary for:

     (a)  Completion  of rating and  selection  of all items in a timely  manner
necessary for Customs Entry/Entry Summary to federal agencies.

     (b) The Customs  release of the cargo,  unless such is not  possible due to
the lack of quality,  quantity,  complexity,  or timeliness of the documentation
available to Contractor or  governmental  restrictions  on Customs release (i.e.
,quota, contraband, etc.).

 (c)   Lawful, timely entry/entry summary submission to U.S. Customs.

     3. Contractor shall take all reasonable precautions to avoid the release of
merchandise  from the Hub that would be subject to a post-release  redelivery by
U.S  Customs  or  redelivery  by U.S.  Customs  for other  government  agencies.
Contractor  to  reimburse  Federal  penalties  incurred  if  the  return  is not
successful provided Contractor is clearly at fault.

 B. Aircraft Arrival

     1.  Contractor  will receive  aircraft  manifests and other  documents from
Federal.

     2. From these,  Contractor  will match  document and complete entry packets
for each shipment.

 C. Handling of In-Bond Cargo

     1. Federal's aircraft off loader will insure that all in-bond shipments are
kept together and loaded in a separate container(s).

     2.  Federal's  pull-in-driver  will take in-bond  shipments  to  designated
in-bond area and drop container(s).

     3.  Federal is  responsible  for all  physical  handling  of in-bond  cargo
including  timely  display of contents to U.S.  Customs and  Contractor  when so
instructed by either U.S. Customs or Contractor.

 D. Customs Inspection

     1.  Package  inspection  and method of opening  and  presentation  of entry
packets will be at the discretion of the Customs Inspector.

     2.  Federal's  employee(s)  will  open and  close  packages  by the  method
prescribed by the Customs Inspector.


                                      F-59
<PAGE>





 E. Customs Cleared Packages

     1. After package  clearance,  Federal's  employee(s) will close package and
cover  in-bond  sticker  with  a  Federal's   promotional  sticker,  mark  final
destination I.D. on packages and take them to the sort input.

     2. After package  clearance,  Federal will be responsible  for matching the
released shipment with the released documents provided to
     Federal by Contractor.

 F. Duty Verification

     Contractor agrees to the terms of the Duty Verification Program as outlined
and mutually  agreed to.  Disputes which arise  involving  transactions  whereby
Contractor has failed to follow the agreed upon  procedures  will be rebilled to
the  Contractor.  Contractor will be responsible for the amount of the incorrect
duty assessed as well as absorb the cost of the custom entry fee and the cost of
initial post entry petitioning/protests.

 G. Caged or Detained Freight

     Contractor will handle all direct customer contact and resolutions to caged
or detained freight,  as well as attempt to reduce the potential caged shipments
through preventative means such as POPS and PREVENTATIVE programs.

 IV.      ABILITY TO MAKE SORT

     A. Provided  Federal meets the  aforementioned  requirements as outlined in
Exhibit A and the following  overall  standard,  Contractor  will ensure that on
all* shipments  requiring  clearance,  an appropriate  entry will be lodged with
U.S. Customs in a manner which will allow Customs clearance by sort down.

     (*)Does not apply to  commodities  that require a higher level of technical
assistance or other government agency release (i.e. live/quota entries,  liquor,
TIB entries,  etc.); shipments in excess of ten (10) line items per air waybill;
and shipments where further  documentation or information is required  resulting
in detainment.

     1. Manifest download of information must be received two (2) hours prior to
aircraft arrival.

     2. Contractor must receive usable advanced faxes of required  documentation
for Customs  clearance on minimum of seventy five (75) percent of the  shipments
requiring formal entry processing (To Exclude Textiles).


                                      F-60
<PAGE>




     3. Federal must have the last document  available and to the  Contractor as
mutually agreed to before the end of the sort.

     4.  Contractor  and Federal to mutually  agree on standards  for live quota
entries. To be defined in "Broker Performance Standards".

     5. Shipments in excess of ten (10) HS Codes to be considered complex unless
usable faxes are received at least one (1) hour in advance of cargo  arrival and
the total HS Codes do not exceed one hundred (100).

     B. In the event that Contractor  fails to present an entry to U.S.  Customs
in a timely manner (after all standards and requirements.  are met) which causes
service  failures,  Contractor  shall be subject to the terms and  conditions of
Section 12, Service Failures.

 V.     PERFORMANCE STANDARDS

     The  performance  standards  will be determined  by Federal and  Contractor
publication "Broker Performance Standards".  Changes to this publication will be
as  mutually  agreed to by both  parties or as  required  by U.S.  Customs.  The
Contractor  will also  provide  publication  "Automated  Report Card" (ARC) on a
quarterly  basis,  no later than 14 calendar  days after the end of the quarter.
The ARC information will be made available to Federal in electronic and hardcopy
formats. The categories reported are to be mutually agreed upon and will include
but will not be limited to Broker Performance,  Invoicing, Clearance Support and
Duty Disputes.

 VI.      EXCEPTIONS

     A. If for any reason a shipment does not qualify for Customs clearance,  it
will be held in Federal's secured area. Contractor will make timely notification
to  Federal  in  order  for  Federal  to make  notification  to the  origin  and
destination. Contractor will assist Federal as necessary in resolving all issues
involved in detention.

     B.  Contractor  will be available to act on the  request(s) of the ultimate
consignee  regarding  "post entry  services"  such as drawbacks,  protests,  and
reductions of duty and will make its best efforts to complete  these  request(s)
to the satisfaction of the ultimate Consignee and U.S. Customs. Compensation for
such post entry  services will be for the account of the ultimate  Consignee and
charges by Contractor  shall be dictated by  Contractor's  Memphis  standard fee
schedule  in effect  at the time the  service  is  rendered.  Contractor  is not
required  to  extend  credit  to  any  ultimate  Consignee/Consignor  and is not
required to perform any post-entry services without reasonable compensation.  If
credit cannot be  established  with the ultimate  Consignee,  Contractor has the
option not to perform the services required until payment is received.


                                      F-61
<PAGE>







     C. limit the liability for fines,  penalties,  or other claim by any agency
of  the  U.S.  Government  as a  result  of  false,  misleading,  incomplete  or
insufficient  documentation or information supplied by Consignors or Consignees.
Contractor  will  attempt to collect  handling  fees and any duties due from the
Consignor/Consignee in advance;  however, if the Consignor/Consignee  refuses to
render an  advance  payment,  those  fees and duties  necessary  to protect  the
correctness of the entry will be invoiced to Federal and will be due and payable
within seven (7) business day of invoice date.

     D. All duties and user fees will be paid to Contractor by Federal.  Federal
will collect duties and user fees from  Consignor/Consignees.  Federal  invoices
for duties and user fees will be supported by a copy of the Customs Entry CF7501
as well as any  other  documentation  needed to  support  the  Customs  Entry as
supplied to Federal by Contractor.

     E. Post  Entry and  Express  Customs  clearance  do not  include  extensive
research and copying to satisfy Customs audit requirements on behalf of Federal.
Federal is to provide adequate  personnel and equipment to produce needed backup
to satisfy  Customs  requirements  made in  conjunction  with such audits.  This
section does not include  Customs  audit of  Contractor's  company as a licensed
broker.

     F. At the written request of Federal,  Contractor will provide  appropriate
personnel to meet with Federal's  clients to resolve pending  problems and/or to
avoid potential  future problems.  Prior to travel,  Contractor and Federal will
mutually  agree  which party will be  responsible  for  reimbursable  travel and
lodging expenses.

     G. Where specifically  requested by Federal, and the request does not cause
additional  handling or additional  undue cost to Contractor,  Contractor  shall
allow for services regarding  Automated Clearing House (ACH) payment direct from
customers.


     H. Where  specifically  requested  by Federal,  Contractor  shall work with
Federal and its  customers to develop and  complete  operational  procedures  to
allow for Services regarding remote entry filing.  Where cost is a consideration
the  Contractor  will work with  Federal  and  Federal's  customers  to a mutual
agreement.





                                      F-62
<PAGE>



 EXHIBIT B- 1

 to that certain

 Services Agreement

 between

                                                   Federal Express Corporation
                                                              ("Federal")

 and

 Fritz Companies, Inc.

 ("Contractor")

 Memphis, Tennessee.

     Term for this Location: Commence as of the date of this Agreement and shall
expire on September
 1, 2000 unless earlier terminated as provided in this Agreement.

 MEM PRICE LIST FOR CUSTOMS CLEARANCE SERVICES


 1) Formal Entries (1,2)
       From I - 1250 Entries per day                                  $18.75 ea.
       From 1251 and above Entries per day                            $16.00 ea.

 2) Caged or Detained Shipments requiring Formal or Informal Entry (3)
                                                                      $21.25 ea.

 3) Informal Entries (1)
       From I - 750 Entries per day                                  $  8.50 ea.
       From 751 and above Entries per day                            $  8.00 ea.

 4) Customer Service (4)
       a) Direct with Federal's Clients and Shippers                 $  9.35 ea.

 b) Delay Notification (CDN)                                         $  6.75 ea.

 5) Consolidated Entries                                              $21.25 ea.
       Each additional AWB line item                                 $  1.65 ea.

 6) Consolidated Entries/Customer Specific Shipments                  $21.25 ea.
       Additional Invoices on Consolidated Entries                   $  2.00 ea.

 7) Section 321 Entries (5)                                          $  1.65 ea.

 Notes to Price List Entries are located on pages 4 and 5

                                      F-63
<PAGE>



 8) Entries Filed Via Importers System (6)                            $21.25 ea.


 9) Customized Process Accounts (CPA) (7)        Applicable Entry Fee(s), plus
                                        Applicable Category Fee(s) listed below

 Category 1) Use of Proprietary System/Database                 $5.00 per entry

 Category 2) Customized Broker System and/or HTSUS PC          $ 1.00 per entry
               Database-PARTS reference

Category 3) Extensive research/supplemental documentation       $2.00 per entry
               (Trademark letters, Copyright, Licensing, Radiation
               Declarations)

Category 4) Elevated levels of communication required           $4.00 per entry
a)       Verification Handling (Pre-and Post-clearance)
b)       IPD freight movement coordination with Federal's Ops
               C) Special monitoring requests (shipper/consignee/carrier)

Category 5) Special Data Entry (Landed Cost Reports, Customized 750
              and other various customer reportin)              $2.00 per entry


 10) TIB Entries (8)                                                  $75.00 ea.

 11) Surety Bond (9)                                             $40.00 minimum

 12) Liquor Entries (10)                                              $65.00 ea.

 13) Transportation Entries 0 1)                                      $35.00 ea.

 14) Federal Express Corporate Entries (12)                           $50.00 ea.

15) Protest Fees
       a) Customer Requested                                          $75.00 ea.

       b) Federal Express Requested                                   $40.00 ea.

16) Food and Drug Administration Shipment Processing
         a) FDA (EEPS Processing)                                     $ 2.50 ea.

 $ 2.50 e

       b) FDA Single 701 Manual Processing                            $ 2.50 ea.

       c) FDA Disclaims                                               $ 1.00 ea.

 Notes to Price List Entries are located on pages 4 and 5

                                      F-64
<PAGE>





 17) Department of Defense Entries (13)                               $38.50 ea.

 18) Extra Harmonized Tariff Classifications (14)                     $ 1.10 ea.

 19) Marking/Mutilation of "Sample" Merchandise (15)            $3.50 per piece

 20) Preprocessed Formal Entries (16)                                 $24.19 ea.

 2 1) Mass Exceptions Overtime Rate                             $25.00 per hour

 22) Additional Interim Monthly Billing (17)                          $291,446


                                                          NOTES TO PRICE LIST

The fees  listed  are based on present  service  requirements  and daily  volume
projections as outlined by Federal.

 Contractor effects U.S. Customs clearance and release of shipments with:

o        One air way bill/commercial invoice, or its electronic equivalent.

o        All necessary documents are on hand and correctly completed
         (i.e. visas, export licenses, TSCA, FCC740, HS7, textile
         declarations, import and state department licenses, or other preentr
         required documentation).

As discussed, the fees include technical support. The listed fees are predicated
on Contractor receiving manifest information electronically from Federal.

Federal shall advance  Contractor the sum of $500,000 per month, which sum is to
be applied  against the monthly  amount  invoiced to Federal under Section 3 and
this Exhibit B- I -

Notwithstanding  the actual monthly amount  invoiced to Federal under Section 3,
Federal  agrees to pay Contractor  the following  monthly  minimum Fees for each
year of the term of this Agreement:

                 Months 1-24                                         $750,000.00

Entry summary transactions  exceeding One Thousand Dollars ($ 1,000) (duties and
taxes) will be invoiced  within three ('3) business days as specified in Section
5A, except where  Federal's  client has requested a review of the entry prior to
payment of duties or requires other Customized Processing.

When  Federal is listed as the  importer  of record  (which  shall occur only if
specifically requested by Federal) and duties exceed
 $5,000.00, Federal shall remit payment directly to US Customs.

 Notes to Price List Entries are located on pages 4 and 5

                                      F-65
<PAGE>


     It is  understood  and  agreed  that the  price and rates set forth in this
Agreement  presume  and  are  premised  upon  the  regulations,  procedures  and
requirements as of the date of this Agreement.

     Given Federal's time and service commitments and the necessity to make sort
     100% of the  time  and  Contractor's  commitment  to  achieving  same,  the
     following  shall apply:  Federal shall provide  Contractor  with additional
     incentives at the compensation  levels indicated in the "Broker  Peformance
     Standards".  Contractor  will  re-imburse  Federal  for any and all service
     deficiencies as determined under the "Broker Performance Standards", at the
     rates  indicated  in those  standards.  Contractor  must  submit  all proof
     necessary for Federal's payment of any incentives  determined to be payable
     to  Contractor.  This proof shall be submitted  with  Contractor's  monthly
     service  billing.  The incentives  payout is not an'accruable  amount.  The
     perfon-nance incentives/disincentives are separate and apart from all other
     fees  and  minimums  and  only  applies  to  locations  where  we  employ a
     performance incentive program.

 These standards need to be completed and in place upon contract signing.

     NOTE:  Contractor will provide a reduction in contract fees as follows:
 A.  On all days where the four largest  volume  flights  arrive within 1
     minutes of schedule,  the formal  entry fee would be reduced by $.40/entry.
     This is to be reported by Contractor  as an amendment to the monthly  ent
     volume  statistics presented  with  invoicing.  Flight  arrival  times will
     be those as reported by Federal's Hub Control Center.

B.   On all days where Federal achieves a 95%+ of original faxing compliance,  a
     reduction of all formal entries by $1.05 will occur.  This will be reporte
     by Contractor as an amendment to the monthly entry volume statistics
     presented with invoicing.

 All payments to be made to Contractor's Memphis location.

                                                   NOTES TO PRICE LIST ENTRIES

 (1) Formal and Informal Entries - Prices are tiered.

 (2) Formal Entries - Includes Formal Dutiable,  Formal Free, Live/Quota Entries
and Customer Processing Accounts. It does not include, Cages.

 (3) Caged or Detained  Shipments - Does not include the Customer  Service Fee
 which covers a separate  service  excluding  the Customs Entry.

 (4) Customer Service - For Cages. Does not apply at this time.  Implementation
to be mutually agreed upon and Federal's Senior Manager or above to issue a
letter of authorization.

 Direct contact by Contractor with Federal's Clients and Shippers -
 Regulatory Delays.

 Notes to Price List Entries are located on pages 4 and 5

                                      F-66
<PAGE>



 (5) Section 321 Entries - "Mod Act" Review Process and Validation.

 (6) Entries Filed Via Importers System - Entries requiring data input into the
shipper or importer's  proprietary  system for Billing, Regulatory compliance,
or other business requirements.

 (7) Customized Processing Accounts (CPA)- To be applied to all Entries
designated by Customs Brokerage  Administration as CPA. All CPA entries are
included in the Entry volumes.  Multiple  Categories may apply to individual
accounts/shipments/entries.  In these cases, Contractor will invoice Federal the
applicable entry fee plus each applicable Category fee.

 (8) TIB Entries - Includes Initial Entry, Tracking and Export Entry. Not
including the cost of the Surety Bond.

 (9) Surety Bond - TIB Entries  Only,  other rates apply to other types of
Bonds.  Bond cost are $10.00 per $1,000 of the Bond Amount -
 $40.00 minimum.

 (10) Liquor Entries - Requires the Importer's Bond, Import Permit, and Label
Approval.

 (11) Transportation Entries - IT's, T&E's, IE's.

 (12) Federal Express  Corporate  Entries - Non-Express  Shipments Only. This
fee applies to any U.S. port of entry, but does not apply to shipments moving
through Federal's express revenue system. Governmental Agency overtime services
are not included in flat fee.

 (13) Department of Defense Entries - Including the Initial Filing for DSCAR
Certification.

 (14) Extra Harmonized Tariff Classifications - Over 10 per Entry with a
Maximum of 100.

 (15) Marking/Mutilation of "Sample" Merchandise - Must be pre-approved in
writing by Federal's Customs Brokerage Administration.

 (16)  Preprocessed  Formal  Entries - For all Formal Entries which are
preprocessed  at C ontractor's  Anchorage,  AK location in the Pacific Earl
Entry Center (P.E.E.C.) for designated  shipments on Federal's Super Express
freighter flight.  Audit documentation will be submitted with the billing packet
supporting the modified fee.

 (17) Additional Interim Monthly Billing - Covers additional  negotiated amounts
payable to compensate  Contractor for additional costs incurred.  It is assumed
by the parties, that upon any renegotiation of the rates set forth in this
Exhibit, the dollar amount of this line item will be included in
the re-negotiated rates and this item shall no longer be payable.

 Notes to Price LAst Entries are located on pages 4 and 5

                                      F-67
<PAGE>



                                   EXHIBIT B-2

                                 to that certain

                               Services Agreement
                                     between

                           Federal Express Corporation
                                   ("Federal")
                                       and

                              Fritz Companies, Inc.
                                 ("Contractor")


                               Anchorage, Alaska.

 Term for this Location: Commence as of the date of this Agreement and shall
 expire on February 28, 2000 unless earlier terminated as provided in thi
 Agreement.

                               ANC PRICE LIST FOR CUSTOMS CLEARANCE SERVICES

                                                         FORMAL ENTRIES

 1) Formal/Live/Quota Entries (1, 2)

 From I -       100 Entries per day                                  $24.19 ea.
 From I -       200 Entries per day                                  $24.19 ea.
 From I -       300 Entries per day                                  $23.97 ea.
 From I -       400 Entries per day                                  $23.70 ea.
 From I -       500 Entries per day                                  $23.53 ea.
 From I -       600 Entries per day                                  $23.05 ea.
 From I -       700 Entries per day                                  $22.70 ea.
 From I -       800 Entries per day                                  $22.30 ea.
 From I -       900 Entries per day                                  $21.87 ea.
 From I -       1000 Entries per day                                 $21.52 ea.
 From I -       1100 Entries per day                                 $20.82 ea.
 From I -       1200 Entries per day                                 $20.25 ea.
 From I -       1300 Entries per day                                 $19.75 ea.
 From I -       1400 Entries per day                                 $19.34 ea.
 From 1         1401 or more Entries per day                         $18.97 ea.

 2) Caged or Detained Shipments - Requiring Formal EntEy (3, 4)      $24.45 ea.

 3) Consolidated Formal Entries/Customer Specific Shipments (2)      $26.46 ea.

 Additional Invoices/AWB on Consolidated Formal Entries              $ 3.31 ea.


 Notes to Price List Entries are located on pages 5 and 6

                                      F-68
<PAGE>






[GRAPHIC OMITTED][GRAPHIC OMITTED]

 Category 4) Elevated levels of communication required         $ 4.00 per entry
a)       Verification Handling (Pre-and Post-clearance)
b)       IPD freight movement coordination with Federal's Ops
                  c) Special monitoring requests (shipper/consignee/carrier)

 Category 5) Special Data Entry (Landed Cost Reports,
 Customized 7501                                                $2.00 per entry
                  and other various customer reporting)

 10) TIB Entries (8)                                                 $85-00 ea.

 11) Surety Bond (9)                                             $40.00 minimum

 12) Liquor Entries (10)                                             $65.00 ea.

 13) Transportation Entries  (11)                                    $35.00 ea.

 14) Federal Express Colporate Entries (12)                          $50.00 ea.

15) Protest Fees
       a) Customer Requested                                         $75.00 ea.

          b) Federal Express Requested                               $40.00 ea.


16) Food and Drug Administration Shipment Processing
       a) FDA Shipment (OASIS Processing)                            $ 3.00 ea.

          b) FDA Single 701 Manual Processing                        $ 3.00
 ea.

          c) FDA
 Disclaims                                                           $ 1.00 ea.

 17) Dep ment of Defense Entries (13)                                $42.50 ea.

 18) Extra Harmonized Tariff Classifications (14)                   $  1.00 ea.

 19) U.S. Wildlife and Fisheries (15)
           a) Processing and Filing of U.S. Wildlife Form 3177
                           (First 5 Items)                           $10.00 ea.

          b) Additional Items over 5                                 $ 2.50 ea.

 20) Marking/Mutilation of "Sample" Merchandise (16)                 $10.00 ea.


 21) Mass Exceptions Overtime Rate                              $32.50 per hour

 Notes to Price List Entries are located on pages 5 and 6

                                      F-69
<PAGE>



                                                          NOTES TO PRICE LIST

     The fees listed are based on present service  requirements and daily volume
     projections as outlined by Federal and also:

     a) If FedEx  introduces  a Super  Freighter  which does not exceed an entry
     volume reduction in Anchorage of more than 50%.

    b) If U.S. Customs informal entry threshold does not increase above $2,500.

 0



 Contractor effects U.S. Customs, clearance and release of shipments with:

     o One air way bill/commercial invoice, or its electronic equivalent.

     o All necessary  documents are on hand and correctly completed (i.e. visas,
     export licenses, TSCA, FCC740, HS7, textile declarations,  import and state
     department licenses, or other pre-entry required documentation).

     As  discussed,  the fees  include  technical  support.  The listed fees are
     predicated on Contractor receiving manifest information electronically fro
     Federal.

     Federal shall advance  Contractor  the sum of $350,000 per month (*), which
     sum is to be applied  against the monthly amount  invoiced to Federal under
     Section 3 and this Exhibit B-2.

     Notwithstanding the actual monthly amount invoiced to Federal under Section
     3, Federal agrees to pay Contractor the following  monthly minimum Fees for
     each year of the term of this Agreement:

                  Months 1 to 12                            $500,000.00

                  Months 13 to 24                            $550,000.00


     (a) Monthly minimums and advances are established to ensure Contractor will
     be able to  maintain  consistent  staffing  and  equipment,  regardless  of
     operational fluctuations.  Contractor agrees to mutually adjust the Monthly
     Minimum and Advance to reflect  operational  modifications or other changes
     in  Contractor's  responsibilities.  Adjustments to the Monthly Minimum and
     Advance will be  proportional to volume changes,  operational  changes,  or
     regulatory changes.

     Entry summary transactions  exceeding One Thousand Dollars ($1,000) (duties
     and taxes) will be invoiced  within three (3) business days as specified in
     Section 4, except where Federal or Federal's  client has requested a review
     of the  entry  prior to  payment  of duties or  requires  other  Customized
     Processing.

     When Federal is listed as the importer of record (which shall occur only if
     specifically  requested by Federal) and duties  exceed  $5,000.00,  Federal
     shall remit payment directly to US Customs.

     It is  understood  and  agreed  that the  price and rates set forth in this
     Agreement presume and are premised upon the regulations,
 procedures and requirements as of the date of this Agreement.

 Notes to Price List Entries are located on pages 5 and 6

                                      F-70
<PAGE>



     Given Federal's time and service commitments and the necessity to make sort
     100% of the  time  and  Contractor's  commitment  to  achieving  same,  the
     following  shall apply:  Federal shall provide  Contractor  with additional
     incentives at the compensation  levels indicated in the "Broker  Peformance
     Standards".  Contractor  will  re-imburse  Federal  for any and all service
     deficiencies as determined under the "Broker Performance Standards", at the
     rates  indicated  in those  standards.  Contractor  must  submit  all proof
     necessary for Federal's payment of any incentives  determined to be payable
     to  Contractor.  This proof shall be submitted  with  Contractor's  monthly
     service  billing.  The incentives  payout is not an accruable  amount.  The
     performance  incentives/disincentives are separate and apart from all other
     fees  and  minimums  and  only  applies  to  locations  where  we  employ a
     performance incentive program.

     These standards need to be completed and in place upon contract signing.

 NOTE: Contractor will provide a reduction in contract fees as follows:

     A.   On all days where the four (4) largest  volume  flights  arrive within
          fifteen (15)  minutes of schedule,  and are in excess of the number of
          days in which the (4) largest  volume flights arrive over (30) minutes
          of schedule,  and all primary  scans are  completed by 1:30 P.M.  (ANC
          local time), the formal entry fee would be reduced by $0.20 per formal
          entry.  All  reductions  would be  eliminated  for each  calendar week
          (Sunday-Saturday)  if there are any  roll-overs of flights to the next
          day.  Flight  arrival times will be those as reported by Federal's hub
          control center.

     B.   On all days where  Federal  achieves  a  ninety-five  (95)  percent or
          greater  faxing   compliance   rate  from  all  routes  and/or  origin
          locations,  the  formal  entry fee will be reduced by $0.55 per formal
          entry.  Faxing  compliance will be in accordance with  established fax
          guidelines  for Far East origin  locations  mutually  agreed to by the
          parties.

     C.   Contractor  assumes  the  responsibility  for the cost of  maintaining
          personnel to manage the pre-review of textiles in Hong Kong.

 All payments to be made to Contractor's Memphis location.

                           NOTES TO PRICE LIST ENTRIES

     (1)  Formal and Informal  Entries - Prices are Not Tiered.  Total Formal or
          total Informal volumes will be used to determine one price
          for each type of entry.

     (2)  Formal Entries - Includes  Formal  Dutiable,  Formal Free,  Live/Quota
          Entries and Customer Processing Accounts. It does not include, Cages.

     (3)  Entry  volumes  for  each  category   includes  all  Dutiable,   Free,
          Live/Quota Entries if applicable.

 Notes to Price List Entries are located on pages 5 and 6

                                      F-71
<PAGE>


     (4)  Caged or Detained  Shipments - Does not include the  Customer  Service
          Fee which covers a separate service excluding the Customs Entry.

     (5)  Customer  Service - For Cages.  Implementation  to be mutually  agreed
          upon and Federal's  Customs  Brokerage  Administration/Memphis  Senior
          Manager or above to issue a letter of authorization.  Responsibilities
          will include  customer  contact to notify Customers of shipment delays
          and to rectify those regulatory deficiencies which lead to a detention
          and caging of U.S. inbound  shipments.  Also responsible for obtaining
          regulatory information, updating Federal's COSMOS System, and eventual
          release of shipments.

     (6)  Section  321  Entries - Only  applies to those  shipments  involving a
          Floor/Document Review.

     (7)  Customized  Processing  Accounts  (CPA)- To be applied to all  Entries
          designated by Customs Brokerage Administration as CPA. All CPA entries
          are included in the Entry  volumes.  Multiple  Categories may apply to
          individual accounts/shipments/entries. In these cases, Contractor will
          invoice Federal the applicable entry fee plus each applicable Category
          fee.

     (8)  TIB Entries - Includes  Initial Entry,  Tracking and Export Entry. Not
          including the cost of the Surety Bond.

     (9)  Surety  Bond - TIB Entries  Only,  other rates apply to other types of
          Bonds.  Bond cost are $10.00  per  $1,000 of the Bond  Amount - $40.00
          minimum.

     (10) Liquor Entries - Requires the  Importer's  Bond,  Import  Permit,  and
          Label  Approval.  May  also  require  approval  from  Federal's  Legal
          Department.

     (11) Transportation Entries - IT's, T&E's, IE's.

     (12) Federal Express Corporate Entries - Non-Express Shipments Only. This
          fee applies to any U.S. port of entry, but does not apply to shipments
          moving through Federal's express revenue system. Governmental Agency
          overtime services are not included in flat fee.

     (13) Department of Defense  Entries - Includes the Initial Filing for DSCAR
          Certification.

     (14) Extra  Harmonized  Tariff  Classifications  - Over 10 per Entry with a
          Maximum of 100.

     (15) U.S.  Wildlife  and  Fisheries  -  These  are  additional  and are not
          included in the Entry Fees listed.

     (16) Marking/Mutilation  of "Sample"  Merchandise - Must be pre-approved in
          writing by Federal's Customs Brokerage Administration.

 Notes to Price List Entries are located on pages 5 and 6


                                      F-72
<PAGE>



                                   EXHIBIT B-3

                                 to that certain

                               Services Agreement

                                     between

                           Federal Express Corporation
                                   ("Federal")

                                       and

                              Fritz Companies, Inc.
                                 ("Contractor")

     Oakland, California Term for this Location: Commence as of the date of this
     Agreement and shall expire on August 31, 1999 unless earlier  terminated as
     provided in this Agreement...

 OAKLAND PRICE LIST FOR CUSTOMS CLEARANCE SERVICES

 FORMAL ENTRIES

 1) Formal/Live/Quota Entries (1, 2)

 From I -       100 Entries per day                                  $21.45 ea.
 From I -       200 Entries per day                                  $20.40 ea.
 From I -       300 Entries per day                                  $20.00 ea.
 From I -       400 Entries per day                                  $19.00 ea.
 From I -       500 Entries per day                                  $18.75 ea.
 From 1 -       600 Entries per day                                  $18.50 ea.
 From 1 -       700 Entries per day                                  $18.15 ea.
 From I -       800 Entries per day                                  $17.75 ea.
 From I -       900 Entries per day                                  $17.75 ea.
 From 1 -       1000 Entries per day                                 $17.75 ea.

 2) Caged or Detained Shipments - Requiring Fonnal Ent!y (3, 4)      $20.40 ea.

 3) Consolidated Formal Entries/Customer Specific Shipments (2)      $23.95 ea.

 Additional Invoices/AWB on Consolidated Formal Entries               $3.30 ea.

 Notes to Price List Entries are located on pages 5 and 6

                                      F-73
<PAGE>









 4) Informal Entries (1, 2)

 INFORMAL ENTRIES

 From I -       100 Entries per day                                   $7.50 ea.
 From I -       200 Entries per day                                   $7.25 ea.
 From I -       300 Entries per day                                   $6.75 ea.
 From I -       400 Entries per day                                   $6.50 ea.
 From I -       500 Entries per day                                   $6.25 ea.
 From I -       600 Entries per day                                   $6.00 ea.
 From I -       700 Entries per day                                   $6.00 ea.
 From I -       800 Entries per day                                   $6.00 ea.
 From I -       900 Entries per day                                   $6.00 ea.
 From I -       1000 Entries per day                                  $5.88 ea.

 5) Caged or Detained Shipments - Requiring Informal Ently (3, 4)    $20.40 ea.


 6) Consolidated Informal Entries - Non Customer SpecificM           $21.45 ea.

 Each additional AWB line item                                        $1.75 ea.


                                                             OTHER ENTRIES

7) Customer Service (5)
       a) Direct with Federal's Clients and Shippers                  $9.15 ea.

          b) Delay Notification (CDN)                                 $6.75 ea.

 8) Section 321 Entries (3, 6)                                            $2.25
 ea.

 9) Customized Process Accounts (CPA) (7)      Applicable  Entry  Fee(s), plus
                                               Applicable  Categor Fee(s)
                                               listed below


 Category 1) Use of Proprietary System/Database                 $5.00 per entry


Category 2) Customized Broker System and/or HTSUS PC          $ 1. 00 per entry
               Database-PARTS reference

Category 3) Extensive research/supplemental documentation       $2.00 per entry
               (Trademark letters, Copyright, Licensing, Radiation
               Declarations)

Category 4) Elevated levels of communication required           $4.00 per entry
a)       Verification Handling (Pre-and Post-clearance)
               b) IPD freight movement coordination with Federal's Ops

 Notes to Price List Entries are located on pages 5 and 6

                                      F-74
<PAGE>


                     c) Special monitoring requests (shipper/consignee/carrier)

Category 5) Special Data Entry (Landed Cost Reports,
            Customized 7501                                     $2.00 per entry
               and other various customer reporting)

 10) TIB Entries (8)                                                 $85.00 ea.

 11) Liquor Entries (9)                                              $50.00 ea.

 12) Transportation Entries (10)                                     $32.50 ea.

 13) Federal Express Corporate Entries (11)                          $50.00 ea.

14) Protest Fees
       a) Customer Requested                                         $75.00 ea.

          b) Federal Express Requested                               $40.00 ea.

15) Food and Drug Administration Shipment Processing
       a) FDA Shipment (OASIS Processing)                             $4.00 ea.

          b) FDA Single 701 Manual Processing                         $4.00 ea.

           c) FDA Disclaims                                           $1.00 ea.

 16) Department of Defense Entries (12)                              $42.50 ea.


 17) Extra Harmonized Tariff Classifications (13)                     $1.00 ea.

 18) U.S. Wildlife and Fisheries (14)
       a) Processing and Filing of U.S. Wildlife Form 3177
                                           (First 5 Items)          $ 10.00 ea.

           b) Additional Items over 5                                 $2.50 ea.

 19) Marking/Mutilation of "Sample" Merchandise (15)            $3.50 per piece

 20) Preprocessed Formal Entries (16)                                $24.19 ea.


 21) Mass Exceptions Overtime Rate                              $32.50 per hour



                                  NOTES TO PRICE LIST

     The fees listed are based on present service  requirements and daily volume
     projections as outlined by Federal if U.S. Customs informal entry threshold
     does not increase above $2,500.

 Notes to Price List Entries are located on pages 5 and 6

                                      F-75
<PAGE>



     Contractor effects U.S. Customs clearance and release of shipments with:

     o One air way bill/commercial invoice, or its electronic equivalent.

     o All necessary  documents are on hand and correctly completed (i.e. visas,
     export licenses, TSCA, FCC740, HS7, textile declarations,  import and state
     department licenses, or other pre-entry required documentation).

     Fees  listed  below  include  technical  support  and are based on  Federal
     providing  Contractor an equivalent of  approximately  1,000 sq.ft.  office
     space next to Customs and approximately  2,500 sq. ft. of additional office
     space (*) at the Oakland facility for Contractor use in providing clearance
     services.  The quoted fees are predicated on Contractor  receiving manifest
     information electronically from Federal.

     (*) The  additional  2,500 sq.  ft. of office  space may be  provided  as a
     trailer but must be at least  within a  reasonable  vicinity of the Customs
     clearance operation.

     Federal shall advance  Contractor  the sum of $75,000 per month (*),  which
     sum is to be applied  against the monthly amount  invoiced to Federal under
     Section 3 and this Exhibit B-3.

     Notwithstanding the actual monthly amount invoiced to Federal under Section
     3 , Federal agrees to pay Contractor the following monthly minimum Fees for
     each year of the term of this Agreement:

                  Months 1-24                                  $100,000.00 (*)

     (*) Monthly minimums and advances are established to ensure Contractor will
     be able to  maintain  consistent  staffing  and  equipment,  regardless  of
     operational fluctuations.  Contractor agrees to mutually adjust the Monthly
     Minimum and Advance to reflect  operational  modifications or other changes
     in  Contractor's  responsibilities.  Adjustments to the Monthly Minimum and
     Advance will be  proportional to volume changes,  operational  changes,  or
     regulatory changes.

     Entry summary transactions  exceeding One Thousand Dollars ($1,000) (duties
     and taxes) will be invoiced  within three (3) business days as specified in
     Section 4, except where Federal or Federal's  client has requested a review
     of the  entry  prior to  payment  of duties or  requires  other  Customized
     Processing.

     When Federal is listed as the importer of record (which shall occur only if
     specifically  requested by Federal) and duties  exceed  $5,000.00,  Federal
     shall remit payment directly to US Customs.

     It is  understood  and  agreed  that the  price and rates set forth in this
     Agreement  presume and are premised upon the  regulations,  procedures  and
     requirements as of the date of this Agreement.

 Notes to Price List Entries are located on pages 5 and 6

                                      F-76
<PAGE>



 All payments to be made to Contractor's Memphis location.

                           NOTES TO PRICE LIST ENTRIES

     (1)  Formal and Informal  Entries - Prices are Not Tiered.  Total Formal or
          total  Informal  volumes will be used to determine  one price for each
          type of entry.

     (2)  Formal Entries - Includes  Formal  Dutiable,  Formal Free,  Live/Quota
          Entries and Customer Processing Accounts. 'It does not include, Cages.

     (3)  Entry  volumes  for  each  category   includes  all  Dutiable,   Free,
          Live/Quota Entries if applicable.

     (4)  Caged or Detained  Shipments - Does not include the  Customer  Service
          Fee which covers a separate service excluding the Customs Entry.

     (5)  Customer  Service  -  For  Cages.   Implementation  is  currently
          authorized by Federal's Customs Brokerage  Administration/Memphis
          Senior  Manager.  Responsibilities  include  customer  contact to
          notify   Customers  of  shipment  delays  and  to  rectify  those
          regulatory  deficiencies  which lead to a detention and caging of
          U.S. inbound shipments. Also responsible for obtaining regulatory
          information,  updating  Federal's  COSMOS  System,  and  eventual
          release of shipments.

     (6)  Section 321 Entries - Only applies to those shipments involving a
          Floor/Document Review.

     (7)  Customized  Processing  Accounts (CPA)- To be applied to all
          Entries  designated by Customs  Brokerage  Administration as
          CPA.  All CPA  entries are  included  in the Entry  volumes.
          Multiple     Categories     may    apply    to    individual
          accounts/shipments/entries.  In these cases, Contractor will
          invoice   Federal  the   applicable   entry  fee  plus  each
          applicable Category fee.

      (8) TIB Entries - Includes Initial Entry, Tracking and Export Entry. Not
          including the cost of the Surety Bond.

      (9) Liquor Entries - Requires the Importer's Bond, Import Permit,  and
          Label Approval.  May also require approval from Federal's Legal
          Department.

     (10) Transportation Entries - IT's, T&E's, IE's.

     (11) Federal Express  Corporate  Entries - Non-Express  Shipments Only.
          This fee applies to any U.S. port of entry, but does not apply
          to shipments moving through Federal's express revenue system.
          Governmental Agency overtime services are not included in flat fee.

 Notes to Price List Entries are located on pages 5 and 6

                                      F-77
<PAGE>



     (12) Department of Defense Entries - Includes the Initial Filing for DSCA
          Certification.

     (13) Extra Harmonized Tariff Classifications - Over 10 per Entry with a
          Maximum of 100.

     (14) U.S. Wildlife and Fisheries - These are additional and are not
          included in the Entry Fees listed.

     (15) Marking/Mutilation of "Sample" Merchandise - Must be pre-approved in
          writing by Federal's Customs Brokerage Administration.

     (16) Preprocessed  Formal Entries - For all Formal  Entries which are
          preprocessed  at  Contractor's  Anchorage,  AK location in the
          Pacific Early Entry Center (P.E.E.C.) for designated  shipments on
          Federal's Super Express freighter flight.  Audit documentation will
          be submitted with the billing packet supporting the modified fee.

 Notes to Price List Entries are located on pages 5 and 6

                                      F-78
<PAGE>



                                    EXHIBIT C
                                 to that certain
                                Service Agreement
                                     between

                           Federal Express Corporation
                                   ("Federal")

                                       and
                              Fritz Companies, Inc.
                                 ("Contractor")

                                 CHANGE ORDER FORM

 Service Agreement No:

 Change Order Date:

 TO: Contractor:

 Address:

 City/State:

 As provided in your Service Agreement with Federal Express Corporation dated
                            , the following changes in the Services are made:

 This Change Order when signed by the parties will have the following effect:

         a. Fee:
                             (increase/decrease/NA)

              b. Termination Date:


                                      F-79
<PAGE>

     This Change  Order in no other way alters the terms and  conditions  of the
     Service Agreement which are ratified and confirmed other than as amended by
     this Change Order.

 FRITZ COMPANIES, INC.                           FEDERAL EXPRESS CORPORATION

 By: /s/ R. Arovas                               By:  /s/ Gerald P. Leary

 Title:                                            Title: Vice President
      ("Contractor")                                       ("Federal")





                                      F-80
<PAGE>




                                    Exhibit D

                                 to that certain

                                Service Agreement

                                     between

                           Federal Express Corporation
                                   ("Federal")

                                       and

                              Fritz Companies, Inc.
                                 ("Contractor")

                             INSURANCE REQUIREMENTS

 I     Workers' Compensation

          (a) State                                                   Statutory
          (b) Applicable Federal                                      Statutory
               (e.g., Longshoremen's)
          (c) Employer's Liability$                                  250,000.00

 2.      Comprehensive General Liability
       Including Premises - Operations' Contractual Liability;
       Products and Completed Operations; with a Combined
       Single Limit not less than                                $ 1,000,000.00

3.       Completed Operations and Products Liability shall be
       maintained for 2 years after final payment.

4.       Comprehensive Automobile Liability with a Combined Single
        limit not less than                                      $ 1,000,000.00

5.       Employee Fidelity Bond, naming Federal as obligee, in an
        amount not less than
                                                    $25,000.00 per employee per
                                                                     occurrence

 6.    Surety Bond with U.S. Customs in an amount not less than
                                                                 $ 5,000,000.00

 Federal shall pay the amount of $ 10,000.00 per month in order to reimburse
 Contractor for the insurance required pursuant to Section 15(f) of the
 Agreement.


                                      F-81
<PAGE>



[GRAPHIC OMITTED][GRAPHIC OMITTED]

 11 1



                                    Exhibit E

                                 to that certain

                                Service Agreement

                                     between

                           Federal Express Corporation
                                   ("Federal")

                                       and

                              Fritz Companies, Inc.
                                 ("Contractor")

                SELECTION AND MINIMUM SPECIFICATION FOR EMPLOYEES

 Criminal Reference Checks

     Contractor  may utilize the company of their choice to provide the criminal
     background check and must meet the enclosed criteria.  The results of these
     investigations and copies of the appropriate supporting  documentation must
     be made available to Federal upon request.

     A criminal background check must be performed for all employees first being
     assigned to Federal prior to reporting for work. Criminal checks performed
     120 days or less prior to the report date will be considered  valid. The
     background  checks must be for the county of residence & county of
     employment,  and must cover the last 7 years (or as otherwise  permitted
     under  applicable  law),  prior to the employee being assigned to Federal.

     If the completed  criminal  background check indicates that the prospective
     employee has been convicted of a misdemeanor or a felony
     within the last 7 years (or as otherwise  permitt9d under  applicable law),
     the Sr. Manager of the contracting security department at
     Federal must be consulted prior to assigning the employee to Federal.

     Contractor  shall not assign anyone  convicted of a job related crime
     without first consulting with the Sr. Manager of the contracting
     security department at Federal or a pre-designated  representative.  The
     criminal background check is good for the same time period as
     the I.D. badge.

 Drug Screening

     A drug screen that meets Federal's Protocol Standards will be conducted for
     each employee  first being  assignment  at Federal.  A negative test result
     will be required for assignment.


                                      F-82
<PAGE>





     The 5 drugs that each  prospective  employee  is to be tested for are:  (1)
     Marijuana,  (2) Cocaine,  (3) Opiates,  (4)  Phencyclidines  (PCP), and (5)
     Amphetamines.

     The testing  laboratories must be SAMHSA (Substance Abuse and Mental Health
     Services) approved and must contact the Department of Transportation  (DOT)
     for the minimum allowable levels established by the DOT. The drug screen is
     required  initially  and the  employee is subject to future drug screens if
     there is probable cause.

 Badges

     As required,  Contractor  will provide  suitable  identification  badges as
     approved by Federal, any government agencies, and local airport authorities
     for each employee assigned to Federal.

 .40977




                                      F-83
<PAGE>










                                    Exhibit F

                                 to that certain

                                Service Agreement

                                     between

                           Federal Express Corporation
                                   ("Federal")

                                       and

                              Fritz Companies, Inc.
                                 ("Contractor")

                               LOCATIONS AND TERMS

 Locations:
 1) Memphis, Tennessee
 2) Anchorage, Alaska
 3) Oakland, California

 Terms:
 Memphis, Tennessee

          The term of this  Agreement  for  Contractor's  Services  in  Memphis,
          Tennessee  shall  commence as of the date of this  Agreement and shall
          expire on September 1, 2000 unless  earlier  terminated as provided in
          this Agreement.

 Anchorage, Alaska

          The term of this  Agreement  for  Contractor's  Services in Anchorage,
          Alaska  shall  commence  as of the date of this  Agreement  and  shall
          expire on February 28, 2000 unless  earlier  termipated as provided in
          this Agreement.

 Oakland, California

          The term of this  Agreement  for  Contractor's  Services  in  Oakland,
          California  shall  commence as of the date of this Agreement and shall
          expire on August 31, 1999  unless  earlier  terminated  as provided in
          this Agreement.

 LLMEM1 40977.3 08/ 24/98 11:07 AM






                                      F-84

<PAGE>































                      EMPLOYMENT AND NON-COMPETE AGREEMENT

          This  Agreement is entered into this 1st day of December,  1998 by and
          between FRITZ COMPANIES,  INC., a Delaware  Corporation  (Fritz) and
          Brad Lee Skinner ('Executive").

          Whereas   Executive   has   certain   knowledge   and  skills  in  the
          International  Logistics  business and wishes to be employed by Fritz;
          and

          Whereas Fritz desires to employ Executive in its business;

          Wherefore,  Fritz and  Executive  in  consideration  of the  covenants
          contained herein agree as follows:

          I - Fritz shall employ Executive as of January 1, 1999 in the position
          of Vice  President-Global  Sales and  Marketing,  resident  in the San
          Francisco  Bay Area  reporting  to The Office of the  Chairman (or its
          successor).

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

          a. Twenty Thousand Eight Hundred Thirty-Three Dollars ($ 20,833) gross
          salary per month;

          b. Fringe  Benefits as provided to all Fritz  Executives  reporting to
          The Office of the Chairman.

          C  Participation  in the  Performance  Based  Retention Plan under the
          terms and  conditions of such Plan as are  determined by the Executive
          Committee and/or Compensation  Comrnittee of the Board of Directors of
          Fritz frorn time to time. For Fiscal Year 1999, such Plan provides for
          eligibility  for  payment in Fritz  common  stock (30%  vested and 70%
          cliff  vesting at 5 years) in an amount.  up to the  equivalent of one
          year's base salary.

          d. A one-time giant, subject to approval by the Compensation Committee
          of  the  Board  of  Directors  of  Fritz,  of  ten  thousand  (10,000)
          non-qualified stock options with an exercise price equal to the dosing
          price of Fritz common stock. on the NASDAQ stock exchange on the first
          day of employment of Executive hereunder (if such date is not a =cling
          day on the NASDAQ stock exchange, then the exercise price shall be the
          dosing  price on the last  trading  day  prior  to such  first  day of
          employment),  and subject to the tem-is and conditions of the standard
          Fritz Non-qualified stock option Agreement


                                      F-85
<PAGE>



          e Grants of restricted stock and/or stock options from time to time as
          approved in the sole discretion of the Board of Directors of Fritz.

          f A  one-time  interest-free  loan of Five  Hundred  Thousand  Dollars
          ($500,000)  to  be  used  exclusively   towards  the  purchase  and/or
          remodeling  of a residence  for  Executive in the San  Francisco)  Bay
          Area,  which loan shall be forgiven in One Hundred  Thousand Dollar ($
          100,000)  increments at the completion of each full year of continuous
          employment  hereunder.  The balance of such loan is  repayable in full
          upon the termination of employment of Executive with Fritz  regardless
          of cause.  In the event of the death of Executive while in the, employ
          of Fritz, the balance of such loan shah be forgiven.

          g.  Reimbursernent  of  documented  closing costs and/or points on the
          aforementioned  residence  in an amount not to exceed two percent (2%)
          of the purchase price of such residence.

          h. Fritz shall make its corporate apartment in San Francisco available
          to Executive for the months of January and February,  1999 for the use
          exclusively  of Executive and his wife and  children.  In the event of
          unavailability of such apartment,  Fritz shall reimburse Executive for
          Iodging  expenses  for him and his wife and  children for A or part of
          such  period  until such time as  Executive  takes  possession  of the
          residence  referred  to above.  In  addition,  Fritz  shall  reimburse
          Executive  for  any  other  temporary  Irving  expenses   incurred  by
          Executive  up to the date of taking  of  possession  of the  residence
          referred to above,.  However,  in no event shall total  reimbursements
          for the  items in this  subsection  h.  exceed  Ten  Thousand  Dollars
          ($10,000.00).

          3. This  Agreement  shall  have a term of five (5) years  expiring  on
          December 31, 2003.  All terms  herein shall remain  unchanged  for the
          duration of the ten-n of this Agreement  unless changed or modified by
          a written document signed by The Office of the Chairman of Fritz.

          4. Either party may terminate this Agreement with no further liability
          or obligations hereunder for good cause or material breach of contract
          by the other party. For purposes hereof, 'good cause shah mean:

          a.  Executive  materially  fails  to meet  the  mutually  agreed  upon
          performance  objectives agreed upon at the commencement of each fiscal
          year  through  the  normal   management  by   objectives   process  as
          established by Fritz; or

          b.  commission of any felony or any crime involving moral turpitude or
          dishonesty-, or

          C.  participation in a fraud or act of dishonesty against the Company;
          or


                                      F-86
<PAGE>


          d. intentional damage to Company property-, or

          e. material  breach of this  Agreement or any written  policies of the
          Company, or

          f. conduct by the  Executive  that,  in the good faith and  reasonable
          determination of the Board of Directors of Fritz,  demonstrates  gross
          unfitness to serve in your position hereunder, or

          g. any material reduction in the compensation of Executive.

          5. In the event that Fritz elects to terminate Executive's  employment
          without  good  cause at any time  during  the term of this  Agreement,
          Fritz shall pay  Executive a lump sum payment equal to one year's base
          salary.  Such payment shall be Executives  sole legal remedy for such
          termination  and Executive shall execute a full legal release of Fritz
          to that effect.

          6.  Should  Executive  continue  in the  employ  of  Fritz  after  the
          expiration of this Agreement,  he should be an at will Executive whose
          employment  may be  terminated  by  Executive or Fritz with or without
          cause.  Compensation  and other terms and  conditions  of such at will
          employment  shall be those mutually agreed upon by Executive and Fritz
          as of the commencement date of such at-will employment

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

          8. Executive  understands  and  acknowledges  that during  Executive's
          employment  with  Fritz,  Executive  has been and shall be  exposed to
          Confidential  Information (defined below), all of which is proprietary
          and which  rightfully  belongs  to Fritz.  Executive  shall  hold in a
          fiduciary  capacity  for the  benefit  of Fritz all such  Confidential
          Information  obtained by Executive during Executives  employment with
          Fritz and shall not directly or indirectly, at any time, either during
          or after  Executive's  employment  with Fritz,  without  Fritz  prior
          written consent, use any of such Confidential Information. or disclose
          any of such Confidential Information to any individual or entity other
          than  authorized  Executives  of  Fritz  except  as  required  in  the
          performance of Executives  duties for Fritz.  Executive 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

                                      F-87
<PAGE>

          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 Executive as an Executive 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 fists, marketing program or plans, lists
          of  customers,  potential  customers,  dealers and  contacts and other
          compilations of confidential information.

          9. Upon termination.  of Executive's employment (regardless of cause),
          Fritz  agrees  to  pay  Executive,  in  consideration  of  Executive's
          Covenants and  Agreements  in this Section 9, base salary,  payable in
          equal  semimonthly  installments for a period up to six (6) months the
          length of which shall be in Fritz' sole  discretion  ("Non-Competition
          Period);  provided,  however, that no payments shall be due under this
          Section 9 if Fritz waives in writing the  noncompetition/nonsolication
          provisions  set forth in this Section 9 within thirty (30) days of the
          effective date of such termination. Unless waived in writing by Fritz,
          the following shall apply

          a. during the term  hereof and for the  Non-Competition  period  after
          Executive  ceases  to be  employed  by  Fritz,  Executive  shall  not,
          directly or indirectly,  either for 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
          sirnilar to, or in competition  with, or may materially  detract from,
          any services  provided by Fritz or as to which Fritz had firm plans as
          of the date Executive  ceased to be employed by Fritz.  Nothing herein
          shall  prohibit  Executive from being a passive owner of not more than
          two  percent  (20/6)  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, Executive shall not, directly or
          indirectly, (i) induce or attempt to induce or aid another in inducing
          any  Executive  of Fritz to leave the  employ of Fritz,  or in any way
          interfere  with the  relationship  between  Fritz and any Executive of
          Fritz,  or (H) 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, Executive shall not, directly or
          indirectly  employ any Executive 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 to the geographical
          area specified in this Agreement or the duration of the restrictions,
          the parties hereto expressly confirm their intention that the
          geographical area

                                      F-88
<PAGE>

          covered hereby and the time period of the restrictions be deemed
          automatically reduced to the minimum extent  necessary to permit
          enforcement

          10. Each of the parties hereto acknowledges and agrees that the extent
          of  damages  to Fritz in the  event of a breach by  Executive  of d-ds
          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 a breach.  Consequently,  Executive  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  lirnitation  money  damages,  to  enforce  any or all of such
          covenants by injunctive or other equitable relief ordered by any court
          of competent jurisdiction.

          11. This  Agreement  shall be governed by and  construed in accordance
          with the laws of the  State of  California  excluding  its  choice  of
          laws/conflict.   of  laws   jurisprudence   and  venue  shall   exist,
          exclusively in the Federal or State courts  situated in San Francisco,
          California.

 FRITZ COMPANIES, INC.                                         BRAD LEE SKINNER


 By:/s/Jan H.Raymond                                       /s/ Brad Lee Skinner
Title: General Counsel/Sr. Vice-President




                                      F-89
<PAGE>



                                                         Fritz Companies, Inc.

 December 7, 1998

 Mr. Raymond L. Smith
 30 Ralston Court
 Hillsborough, CA 94010

 Dear Ray:

          Fritz Companies,  Inc.  ("Fritz" or "the Company") is pleased to offer
          you the  position  of Chief  Operating  Officer  ("COO")  on the terms
          described below.

          As COO of  Fritz,  you will  report  to the  Chief  Executive  Officer
          ("CEO") and you will be part of the Office of the Chairman  along with
          me, acting in my capacity as CEO. All Company senior  executives  will
          report  to the  Office  of the  Chairman.  You  will  work  in the San
          Francisco  Bay Area,  California,  and perform the duties  customarily
          associated  with this position,  and such duties as may be assigned to
          you by the CEO or the Board of Directors. Your initial assignment will
          be to oversee the  successful  completion of the GBS and Y2K projects.
          Over time your  responsibilities will be expanded to include executing
          the  strategies  and policies of the Company;  achieving the Company's
          financial,  operational,  and performance objectives; and preparing an
          action plan to be  approved  by the CEO.  You also will be a member of
          the Executive Committee. Your date of hire will be January 18, 1999.

          Your  initial  base  salary will be  $300,000  per year less  standard
          deductions  and  withholdings,  paid  semi-monthly.  Unless  otherwise
          mutually  agreed in writing,  your annual base  compensation  with the
          Company will not be less than  $300,000.  You will  participate in the
          Company's  performance-based  retention plan.  Under this plan, at the
          end of each year you will be eligible for a restricted  stock bonus in
          an amount of stock equivalent to one year's salary.  Under the current
          plan,   thirty  percent  (30%)  of  such  restricted  stock  shall  be
          immediately  vested. The remaining 70% shall vest in its entirety five
          years  after  the date of the stock  grant.  You will be  eligible  to
          participate in the current fiscal year's  Performance  Based Retention
          Plan after you and the Chairman  have set  mutually  agreed upon goals
          and objectives for this fiscal year. As with all  executives,  receipt
          of stock  bonuses  will be  subject to the  achievement  of our annual
          financial plan and individual  management  objectives  pursuant to the
          terms of the plan.  You will also be  eligible  for  additional  stock
          bonuses at the discretion of the Board.



                                      F-90
<PAGE>


 Mr. Raymond L. Smith
 December 7, 1998
 Page Two

          Upon  approval  by the  Board on or about  the  date  your  employment
          commences  with Fritz,  you will  receive an  incentive  stock  option
          grant,  under the terms of the  Company's  Option  Plan,  in the total
          amount of 10,000  shares of Fritz  Common  Stock at an exercise  price
          equal to the fair market  value of Fritz  Common  Stock on the date of
          grant.  One-third of this grant shall vest on the first anniversary of
          your date of hire. The remaining two-thirds of this grant will vest in
          equal  amounts on the second and third  anniversaries  of your date of
          hire in accordance with the Company's  standard vesting policy.  Other
          terms of the option shall be consistent with the Company's Option Plan
          and with the terms set forth in your stock option grant.  From time to
          time,  the Board  reviews  the  outstanding  option  grants for senior
          Company  executives and may issue additional  options in the future at
          its discretion.

          The Company will  reimburse you for  reasonable,  documented  business
          expenses pursuant to Company policy.

          In  addition to your salary and  incentive  compensation,  you will be
          eligible for the following Company benefits consistent with
          Company  policy:  three weeks of vacation  per year,  annual  physical
          examination, life insurance, and medical and dental coverage for
          yourself and your dependents.

          Of  course,  you will be  expected  to  abide by all of the  Company's
          policies and procedures.  As a further  condition of your  employment,
          you agree to refrain from any  unauthorized  use or  disclosure of the
          Company's  proprietary or confidential  information or materials.  You
          also  agree  to sign and  comply  with  the  enclosed  Confidentiality
          Agreement.  By accepting this offer, you are representing that you are
          not a party to any  agreement  (e.g.,  a  non-compete)  with any third
          party or prior  employer  that would  conflict  with or  inhibit  your
          performance of your duties with Fritz.

          You will be  expected to devote  your full time and  attention  to the
          business  activities  of the Company,  except that you may continue to
          serve upon boards of directors upon which you presently serve. You may
          not  serve  upon  additional  boards of  directors  or engage in other
          outside professional activities without the Company's consent.

          Either you or the Company may terminate your  employment  relationship
          at any  time  for any  reason  whatsoever,  with or  without  cause or
          advance notice.  If the Company  terminates  your  employment  without
          cause at any time within the first five years of employment, or if you
          terminate  your  employment  for good reason  within that period,  the
          Company will pay you, as the only severance  compensation,  the amount
          of $500,000,  subject to standard payroll deductions and withholdings.
          This  payment  will  be made  in a lump  sum as  soon  as  practicable
          following  your  termination.  You will be  required to sign a general
          release of claims in order to obtain this severance. If you resign for
          other than good reason or your employment is terminated for cause, all
          compensation and benefits will cease immediately, and you will receive
          no severance benefits.


                                      F-91
<PAGE>


 Mr. Raymond L. Smith
 December 7, 1998
 Page Three

          For  purposes  of this letter  agreement,  "cause"  means  misconduct,
          including:  (i) conviction of any felony or any crime  involving moral
          turpitude  or  dishonesty;  (ii)  participation  in a fraud  or act of
          dishonesty against the Company;  (iii) willful breach of the Company's
          policies;  (iv)  intentional  damage to the  Company's  property:  (v)
          material breach of this Agreement,  your Confidentiality  Agreement or
          any Employment  Agreement;  (vi) material failure to meet the mutually
          agreed upon  performance  objectives set at the  commencement  of each
          fiscal year through the normal  management  by  objectives  process as
          established by the Company;  or (vii) conduct by you that, in the good
          faith and reasonable  determination of the Board,  demonstrates  gross
          unfitness  to serve.  For  purposes  of this letter  agreement,  "good
          reason"  means  (i)  any  material  reduction  in  your  compensation,
          including but not limited to any such material  reduction  following a
          change  in  control  of the  Company;  or  (ii)  termination  of  your
          employment by the Company  within twelve (12) months after a change in
          control of the Company. For purposes hereof, "change in control" shall
          mean (a) the  disposition  by Mr.  Lynn Fritz  (other  than to related
          persons or companies or trusts  beneficially  controlled by Mr. Fritz)
          of thirty percent (30%) or more of the issued and  outstanding  shares
          of voting stock in the -Company; or (b) the accumulation by one person
          or entity of a quantity  of voting  stock of Fritz equal to or greater
          than one  hundred  ten percent  (110%) of the  beneficial  holdings of
          voting stock of Fritz by Mr. Lynn Fritz.

          In consideration of the Company vesting, one year from the last day of
          your employment with the Company,  all options  previously  granted to
          you but not  yet  vested  as of your  last  day of  employment  by the
          Company,  you shall not compete with the Company  (either  directly or
          indirectly)  or solicit the  employees or clients of the Company for a
          period of one year from the last day of employment by the Company.  In
          the event that your employment is terminated by the Company for cause,
          the Company shall have the right to void this clause.

          This letter constitutes the complete,  final and exclusive  embodiment
          of the entire  agreement  between  you and Fritz  with  respect to the
          terms  and  conditions  of your  employment.  In  entering  into  this
          agreement,   neither   party   is   relying   upon  any   promise   or
          representation,  written or oral, other than those expressly contained
          herein,  and  this  agreement  supersedes  any  other  such  promises,
          representations  or  agreements.  It may not be  amended  or  modified
          except in a  written  agreement  signed  by you and a duly  authorized
          Company  officer.  As required  by law,  this offer of  employment  is
          subject to proof of your right to work in the United States.

          To ensure rapid and  economical  resolution of any disputes  which may
          arise under this agreement, you and the Company agree that any and all
          disputes or  controversies  of any nature  whatsoever,  regarding  the
          interpretation,  performance,  enforcement or breach of this agreement
          shall be  resolved  by  confidential,  final and  binding  arbitration
          (rather than trial by jury or court or resolution in some other forum)
          under the  then-existing  rules of Judicial  Arbitration and Mediation
          Services ("JAMS") in San Francisco,  California.  The prevailing party
          in the arbitration  shall be entitled to recover his or its attorneys'
          fees.


                                      F-92
<PAGE>


 Mr. Raymond L. Smith
 December 7, 1998
 Page Four

          If you  choose to accept our offer as  described  above,  please  sign
          below  and  return  this  letter  to me by the  close of  business  on
          December 11, 1998.

          I am enthusiastic about the prospect of your joining the Fritz team. I
          look forward to a productive and enjoyable  relationship helping Fritz
          grow.

Very truly yours,

Fritz Companies, Inc.

By:/s/ Lynn C. Fritz
Chairman and Chief Executive Officer

 Agreed and Accepted.

 By:  /s/Raymond L. Smith

 Date:    12/7/99




                                      F-93
<PAGE>

                            CONFIDENTUALITY AGREEMENT

          This  Confidentiality  Agreement  is  entered  into  this  7th  day of
          December,  1998 by and between  Fritz  Companies,  Inc.,  on behalf of
          itself  and its  worldwide  network  of  subsidiaries  and  affiliates
          (collectively "Fritz") and Raymond Smith ("Executive").

          Whereas  Fritz  Companies,  Inc.  desires  to  employ  Executive  in a
          position  where he will be exposed to and have access to  confidential
          information of Fritz; and

          Whereas Executive desires to be employed by Fritz Companies, Inc.;

          Wherefore,  as a  material  consideration  for Fritz  Companies,  Inc.
          employing Executive, Executive agrees and covenants that:

          Executive understands and acknowledges that during his employment with
          Fritz,  he has shall be exposed to Confidential  Information  (defined
          below),  all of which is proprietary and which  rightfully  belongs to
          Fritz. Executive shall hold in a fiduciary capacity for the benefit of
          Fritz all such Confidential  Information  obtained by Executive during
          his employment  with Fritz and shall not,  directly or indirectly,  at
          any time,  either during or after his employment  with Fritz,  without
          Fritz' 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 Executive's duties for Fritz.  Executive 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 Executive 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.

          Executive  acknowledges and agrees that the extent of damages to Fritz
          in the  event of a breach  by  Executive  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 a breach.
          Consequently, Executive 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.



                                      F-94
<PAGE>




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

 FRITZ COMPANIES, INC.                                  /s/     RAYMOND SMITH
By: Title:



                                      F-95
<PAGE>

                                             Fritz Companies, Inc.

December 16, 1998

 Mr. Joseph L. Carnes
 406 Lighthouse Lane
 Peachtree City, GA 30269

 Dear Joey:

          As a result of our discussions, I am proposing the following guarantee
          to you over the next four years.  In order to guarantee your access to
          the stock that you are  currently  vesting,  the vesting  time will be
          modified as follows for your three existing stock grants:

          Grant Date       # RS
          2/15/97          20,000
          7/23/97            8,988               Will vest on January 1, 2001
          7/27/98           11,275

          In order to guarantee a minimum stock grant to you and an  accelerated
          vesting date, I am proposing the following schedule:

          Grant Date        # RS              Vesting
          7/99              20,000            30% immediate vesting,
                                              70% cliff vesting at 3 years.
          7/2000            20,000            30% immediate vesting,
                                              70% cliff vesting at 2 years.
          7/2001            20,000            Immediate vesting.
          7/2002            20,000            Immediate vesting.

          In  addition  to the  above,  you  will  receive  an  immediate  grant
          equivalent  to 15,000  shares gross on January 1, 1999,  at the market
          price on the grant date.  This will be provided  on an  after-tax  net
          grant basis such that the  withholding  taxes will be paid in cash and
          the  after-tax  net shares  will be  deposited  into your Alex.  Brown
          brokerage account. The foregoing is conditioned,  of course, upon your
          being employed by Fritz on the respective vesting dates.

          On January 1, 1999,  your salary  will be  increased  to $275,000  per
          year, and your title will be changed to Executive Vice President.  You
          will be made an officer of the Company at a mutually  agreed-upon date
          in the near future.

                                      F-96
<PAGE>


 Mr. Joseph Carnes
 December 16, 1998
 Page Two

          Either you or the Company may terminate your  employment  relationship
          at any  time  for any  reason  whatsoever,  with or  without  cause or
          advance notice.  If the Company  terminates  your  employment  without
          cause at any  time  within  the next  five  years of  employment,  the
          Company will pay you, as the only severance  compensation,  the amount
          of $400,000,  subject to standard payroll deductions and withholdings.
          This  payment  will  be made  in a lump  sum as  soon  as  practicable
          following  your  termination.  You will be  required to sign a general
          release of claims in order to obtain  this  severance.  If you resign,
          your employment is terminated for cause, all compensation and benefits
          will cease immediately, and you will receive no severance benefits.

          For  purposes  of this letter  agreement,  "cause"  means  misconduct,
          including:  (i) conviction of any felony or any crime  involving moral
          turpitude  or  dishonesty;  (ii)  participation  in a fraud  or act of
          dishonesty against the Company;  (iii) willful breach of the Company's
          policies;  (iv)  intentional  damage to the  Company's  property;  (v)
          material breach of this Agreement or your Proprietary  Information and
          Inventions  Agreement;  or (vi) conduct by you that, in the good faith
          and  reasonable   determination  of  the  Board,   demonstrates  gross
          unfitness to serve.

          Joey,  you are a key  member of the Fritz  management  team,  and I am
          taking this special action both to state your value to the company and
          to insure your continued employment with us.

Sincerely,


   /s/ Lynn C. Fritz

 Agreed:

   /s/  Joseph L. Carnes

 Date:12/30/98



                                      F-97
<PAGE>




                              Fritz Companies, Inc.

                      EMPLOYMENT AND NON-COMPETE AGREEMENT

     THIS AGREEMENT is entered into this 1" day of January, 1999, by and between
FRITZ COMPANIES INC., a Delaware  Corporation ("Fritz" or "the Company") and JAN
H. RAYMOND ("Employee").

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

     WHEREAS Fritz desires to continue to employ Employee in its business;

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

     1. Fritz shall employ Employee as of January 1, 1999 in the
               position of Executive  Vice  President/General  Counsel/Secretary
               and as a  member  of the  Executive  Committee  of  Fritz  in San
               Francisco  reporting  to the  Office  of  the  Chairman  (or  its
               successor).

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

     (a) Base salary equal to no less than eighty  percent  (80%) of the average
base salary of the three highest paid officers of Fritz (excluding the Office of
the Chairman).  For purposes of this Agreement, the Office of the Chairman shall
be limited to the CEO and the COO. In no event shall  Employee's  base salary be
reduced at any time  during the term of this  Agreement.  Such  salary  shall be
adjusted to comport  with the above  percentage  initially as of January 1, 1999
and  thereafter  at the first  meeting of each fiscal  year of the  Compensation
Committee of the Board of Directors of Fritz or July 31 of each year,  whichever
comes earlier.

     (b)  Eligibility  to  receive  stock  options  in  the  discretion  of  the
Compensation  Committee  of the  Board  of  Directors  of Fritz  ("the  Board").
However,  Employee  shall  receive  during  each fiscal year of the term of this
Agreement, stock option shares equal to no less than eighty percent (80%) of the
average  number of stock option  shares  granted  during that fiscal year to the
three highest paid officers of Fritz (excluding the Office of the Chairman).

     (c)   Eligibility  to  receive  stock  grants  in  the  discretion  of  the
Compensation  Committee of the Board of Directors  of Fritz.  However,  Employee
shall  receive  during  each fiscal  year of the term of this  Agreement,  stock
grants  equal to no less than  eighty  percent  (80%) of the  average  number of
shares of stock  granted  during  that  fiscal  year to the three  highest  paid
officers of Fritz (excluding the Office of the Chairman).

     (d)  Participation  in the Performance  Based Retention Plan (or such other
plan as succeeds it) at the level prescribed  therein for executive  officers of
Fritz.  The level of award  thereunder shall be as provided for in such plan for
executive officers of Fritz, but, in no event, shall any such award be less than
eighty (80%) of the average  award to the three  highest paid  officers of Fritz
(excluding the Office of the Chairman).

                                      F-98
<PAGE>

     (e) In  calculating  any awards to Employee under subparts (b), (c) and (d)
above, any awards to persons who were employed by Fritz for less than the entire
fiscal year shall be annualized.

     (f) An award of seven thousand five hundred (7,500)  unrestricted shares of
Fritz  stock as of the  signing  of this  Agreement.  This  award  shall  not be
considered in calculating any award under subparts (c) or (d) above.

     (g)  Company  benefits  as  provided  to all  Executive  Officers  of Fritz
reporting to the Office of the Chairman (or its successor).

     3.  This  Agreement  shall  have a term of three  (3)  years,  expiring  on
December 31, 2001. If Fritz terminates  Employee's  employment  without cause at
any time prior to December 31, 2001, and if Employee complies with the terms set
forth in Paragraph 8 herein,  Fritz will pay Employee's then current base salary
through  December 31, 2001 as  Employee's  only  severance  compensation.  These
payments  will be made on Fritz's  regular  payroll  dates,  subject to standard
payroll  deductions  and  withholdings.  Employee may resign at any time for any
reason  whatsoever.  If Employee  resigns,  or his  employment is terminated for
cause,  or if Employee  breaches the tenns of Paragraphs  7, 8 or 9 herein,  all
compensation and benefits will cease  immediately,  and Employee will receive no
severance benefits or, if he has already begun receiving severance benefits,  he
shall receive no further severance benefits.

     4. For purposes of this Agreement, "cause" means misconduct, including: (i)
conviction of any felony or any crime  involving  moral turpitude or dishonesty;
(ii) participation in a fraud or act of dishonesty against the Company, or other
form of gross misconduct;  (iii) willful breach of the Company's policies;  (iv)
intentional  damage to the Company's  property;  or (v) material  breach of this
Agreement or Employee's Proprietary Information Agreement.

     5. Should Employee  continue in the employ of Fritz after the expiration of
this  Agreement,  he  will  be an  at-will  employee  whose  employment  may  be
terminated  by Employee  or Fritz with or without  cause.  Compensation  and the
other terms and  conditions of such at-will  employment  shall be those provided
for in this  Agreement  unless  otherwise  mutually  agreed  by the  parties  in
writing.

     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  or  business-related
activity  without  the prior  written  consent of the Office of the  Chairman of
Fritz.  Employee  hereby  represents  that Employee has no  agreements  with, or
obligations to, any person or entity which conflict,  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


                                      F-99
<PAGE>


with Fritz and shall not, directly or indirectly,  at any time, either during or
after  Employee's  employment with Fritz,  without Fritz' 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.  Employee  also agrees to continue to comply with any
proprietary information and inventions agreement previously signed by Employee.

     8. Upon termination of Employee's  employment  (regardless of cause), for a
period  which may be extended  for up to six months in Fritz's  sole  discretion
(the "Non-Competition Period"), Employee agrees to the following:

     (a)  During  the  Employee's  employment  and the  Non-Competition  Period,
Employee  shall not,  directly  or  indirectly,  either for 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 or  enterprise  engaged in the
provision  of  services  that are  similar to, or in  competition  with,  or may
materially  detract from,  any services  provided by Fritz or any services which
Fritz has firm plans to provide as of the termination of Employee's  employment.
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  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 his or her
employment at Fritz until three months have passed following termination of such
employment.

                                     F-100
<PAGE>

                                     F-101
<PAGE>

     If   Employee's   employment   is   terminated   without   cause   and  the
Non-Competition  Period extends beyond December 31, 2001, Employee shall receive
the  equivalent  of his  base  salary  at the  time  of the  termination  of his
employment  through  the  end  of  the  Non-Competition  Period.  If  Employee's
employment  is  terminated  with cause or Employee  resigns and Fritz  elects to
invoke the Non-Competition  Period, Employee shall receive the equivalent of his
base salary at the time of the termination of his employment for the duration of
the  Non-Competition  Period.  These  payments  will be made on  Fritz'  regular
payroll dates, subject to standard payroll deductions and withholdings.

     9.  For  the  period  of  Employee's  employment  with  Fritz  and  for any
Non-Competition  Period  thereafter,  Employee  shall not,  either  directly  or
indirectly,   solicit  or  attempt  to  solicit  any  employee,   consultant  or
independent  contractor of Fritz to terminate his or her relationship with Fritz
to become an employee,  consultant or independent contractor to or for any other
person or entity.

     10. All  restricted  stock  grants and stock  options of Employee  not then
vested shall immediately vest upon any of the following events:

     (a) The death of Employee.

     (b) The permanent disability of Employee.

     (c) The termination of the employment of Employee by Fritz other than
for cause as defined in Section 4 above.

     (d) Change of  control of Fritz.  For  purposes  hereof,  change of control
shall be defined  as: (i) the  disposition  by Lynn Fritz or his heirs of thirty
percent  (30%) or more of the issued and  outstanding  shares of voting stock of
Fritz (other than to parties  whose  ownership  would be deemed to be beneficial
ownership by Mr. Fritz under SEC reporting rules and  regulations);  or (ii) the
accumulation  by one  person or entity of a  quantity  of voting  stock of Fritz
equal to or greater  than the  beneficial  holdings of voting  stock of Fritz by
Lynn Fritz or his heirs.

     Employee shall have the full term of each stock option in which to exercise
any such stock option in the event of the occurrence of any of the events listed
in subparts  (a) through (d) above  (regardless  of whether the stock option was
already vested as of the date of such event or vesting was accelerated as of the
date of such event.

     (e) Attainment of twenty years of service in the employ of Fritz.

     11. In the event that  Employee's  employment is terminated  other than for
cause (as defined in Paragraph 4 herein) within one year of a change of control,
as defined in Paragraph 10(d) herein,  Fritz shall pay Employee,  in addition to
any other legal obligations  under this Agreement,  a lump sum equal to one year
of Employee's then current base salary.  For purposes of this Paragraph 11 only,
resignation by Employee due to any adverse change in title, reporting structure,
responsibilities,   functions,   compensation,  office  space  or  any  material
denigration  in the working  conditions of Employee  shall be considered to be a
termination of Employee's employment by Fritz other than for cause.

     12. 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  or  breach of this  Agreement  shall be  resolved  by
confidential,  final and binding arbitration (rather than 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


                                     F-102
<PAGE>

rules. The prevailing party in the arbitration shall be entitled to recover
his or its  attorneys'  fees.  Nothing in this  paragraph is intended to prevent
either party from obtaining  injunctive  relief in court to prevent  irreparable
harm pending the conclusion of any such arbitration.

     13. In the event that any one or more of the  provisions  contained in this
Agreement is, for any reason, held to be invalid,  illegal or,  unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect the
other provisions of this Agreement,  and then the remaining terms and provisions
hereof  shall be  unimpaired,  the  invalid,  illegal or  unenforceable  term or
provision  shall be modified or replaced so as to render it valid,  lawful,  and
enforceable in a manner which represents the parties'  intention with respect to
the invalid or unenforceable term or provision insofar, as possible.

     14. This  Agreement  is intended to bind and inure to the benefit of and be
enforceable by Employee and Fritz,  and their  respective  successors,  assigns,
heirs, executors and administrators,  except that Employee may not assign any of
his duties hereunder and he may not assign any of his rights  hereunder  without
the written consent of the Office of the Chairman.

     15. This Agreement constitutes the complete, final and exclusive embodiment
of the entire  agreement  between  you and Fritz  with  respect to the terms and
conditions of Employee's  employment.  In entering into this Agreement,  neither
party is relying upon any promise or representation, written or oral, other than
those expressly  contained herein, and this Agreement  supersedes any other such
promises,  representations  or  agreements.  It may not be amended  or  modified
except in a written  agreement signed by Employee and a duly authorized  officer
of Fritz.

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

 FRITZ COMPANIES, INC.                                  /s/    JAN H. RAYMOND

 By:      /s/   Lynn C. Fritz
 Title:   Chairman of the Board of Directors/
          Chief Executive Officer





                                     F-103
<PAGE>












                      EMPLOYMENT AND NON-COMPETE AGREEMENT


     This Agreement is entered into this 30th day of April,  1999 by and between
FRITZ COMPANIES, INC., a Delaware Corporation
 ("Fritz!) and Ron Dutt ("Dud).

     Whereas  Dutt  has  certain  knowledge  and  skills  in the  management  of
financial functions and wishes to be employed by Fritz; and

     Whereas Fritz desires to employ Dutt in its business;

     Wherefore,  Fritz  and Dutt in  consideration  of the  covenants  contained
herein agree as follows:

     1 . Fritz shall  employ  Dutt as of May 17,  1999 in the  position of Chief
Financial  Officer in the San Francisco Bay Area  reporting to the Office of the
Chairman (or its successor).

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

     a. Nineteen  Thousand Five Hundred Eighty Three Dollars ($ 19,583.00) gross
salary per month;

     b. Participation in the Fritz Performance Based Retention Plan;

     C Fringe  Benefits  as provided to all Fritz  executives  on the  Executive
Committee;

     d. Three weeks paid vacation per year,

     e. Reimbursement of reasonable business related expenses in accordance with
the Fritz travel and entertainment policy,

     f. A one-time grant of Seven  Thousand Five Hundred  (7500) stock,  options
pursuant to the  standard  terms and  conditions  of the  standard  Fritz stock,
option agreement.

     g. A one-time cash payment of Thirty Thousand Dollars  ($30,000.00) payable
on the first day of employment hereunder.



                                     F-104
<PAGE>


     3. This Agreement  shall have a terrn of two (2) years expiring on May 16-,
200 1. 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 Dutt
and the Office of the Chairman of Fritz.

     4.  Fritz  may  terminate  this  agreement  with no  further  liability  or
obligation  hereunder  for "cause".  For  purposes  hereof,  "cause"  shall mean
misconduct  including,  but not limited to: i.  Conviction  of any felony or any
crime involving moral turpitude or dishonesty,  ii.  Participation in a fraud or
act of  dishonesty  against the company;  iii.  Willful  breach of the oompany,s
policies;  iv. Intentional damage to the cornpany,s property; v. Material breach
of this  agreement;  vi.  Material  failure  to meet the  mutually  agreed  upon
performance  objectives set at the  commencement of each fiscal year through the
normal management by objectives  process as established by the company,  or vii.
Conduct  that in the  good  faith  and  reasonable  judgement  of the  Board  of
Directors of Fritz demonstrates gross unfitness to perform your job functions.

     5. In the event that Dutt's employment hereunder is terminated,  other than
for cause, or in the event that Dutt's  employment is terminated within one year
after a change in control of Fritz,  Fritz shall, as Dutt's sole remedy for such
termination of employment: i. Pay Dutt the sum of Three Hundred Thousand Dollars
($ 300,000);  and ii.  Immediately vest all stock options  previously granted to
Dutt by Fritz.

     For purposes hereof, "change in control" shall mean:

     i. The  cessation of employment by Fritz of either Lynn Fritz or Ray Smith;
or ii. The  disposition  by Lynn Fritz (to parties  other dim those deemed to be
beneficially  controlled  by Lynn Fritz for SEC  reporting  purposes)  of thirty
percent (309/6) or more of the issued and outstanding  shares of voting stock in
the Company;  or iii. The accumulation by one person or entity (other than those
deemed to be beneficially  controlled by Lynn Fritz for SEC reporting  purposes)
of a quantity of voting  stock of Fritz equal to or greater than one hundred ten
percent (110%) of the beneficial  holdings of voting stock of Fritz held by Lynn
Fritz.

     6. Should Dutt  continue  in the employ of Fritz  after the  expiration  of
tl-~s  Agreement,  he  will  be an  at-will  employee  whose  employment  may be
terminated  by Dutt or Fritz  with or  wiithout  cause.  Compensation  and other
tern-is and conditions of such at-will employment shall be those mutually agreed
upon by Dutt and Fritz as of the commencement date of such at-will employment.

                                     F-105
<PAGE>

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

     8. Dutt  understands and  acknowledges  that during Dutt's  employment with
Fritz, Dutt has been and shall be exposed to Confidential  Information  (defined
below),  all of which is proprietary and which rightfully belongs to Fritz. Dutt
shall  hold  in  a  fiduciary  capacity  for  the  benefit  of  Fritz  all  such
Confidential  Information  obtained by Dutt during Dutt's  employment with Fritz
and shall not,  directly  or  indirectly,  at any time,  either  during or after
Dutt's employment with Fritz,  without Fritz' 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 Dutt's  duties for Fritz.  Dutt 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 Dutt 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, fists of customers,  potential  customers,  dealers
and contacts and other compilations of confidential information.

     9. Upon  termination  of Dutt's  employment  (regardless  of cause),  Fritz
agrees to pay Dutt, in  consideration of Dutt's Covenants and Agreements in this
Section 9, base salary, payable in equal semi-monthly installments for a period
up to six (6)  months  the length of which  shall be in Fritz'  sole  discretion
("Non-Competition  Period);  provided,  however,  that no payments  shall be due
under this Section 9 if Fritz makes a payment to Dutt.  pursuant to Section 5 of
this  Agreement or if Fritz  waives in writing the  noncompetition/nonsolication
provisions  set forth in this Section 9. Unless waived in writing by Fritz,  the
following shall apply:

     a. during the term  hereof and for the  Non-Competition  period  after Dutt
ceases to be employed by Fritz, Dutt shall not,  directly or indirectly,  either
for 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 may materially detract from, any services provided by Fritz
or as to which Fritz had firm plans as of the date Dutt ceased to be employed by
Fritz. Nothing herein shall prohibit Dutt


                                     F-106
<PAGE>

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,  Dutt  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 (H) 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,  Dutt  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 this
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

     10. Each of the parties hereto  acknowledges  and agrees that the extent of
damages  to Fritz in the  event of a breach by Dutt 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 a breach. Consequently, Dutt
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.



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

     12. To ensure rapid and  economical  resolution  of any disputes  which may
arise under this  agreement,  Dutt and Fritz agree that any and all  disputes or
controversies   of  any  nature   whatsoever,   regarding  the   interpretation,
performance,  enforcement  or  breach of this  agreement  shall be  resolved  by
confidential,  final and binding arbitration (rather than trial by jury or court
or  resolution  in any other  forum) under the then  existing  rules of judicial
Arbitration and Mediation Services ("JAMS") in San Francisco, California. In the
event that JAMS ceases to exist as an arbitration service, any such matter shall
be resolved by confidential, final and

                                     F-107
<PAGE>
     binding   arbitration  under  the  then  existing  rules  of  the  American
Arbitration  Association in San Francisco,  California.  The prevailing party in
the  arbitration  shall be entitled to recover  his or its  attorneys'  fees and
costs.

 FRITZ COMPANIES, INC.                                        RON DUTT

 By:  /s/ Raymond Smith                                /s/   Ron Dutt
 Title: Office of the Chairman




                                     F-108
<PAGE>



                                 AMENDMENT NO. 3
                                     TO THE
                              FRITZ COMPANIES, INC.
                       SALARY INVESTMENT & RETIREMENT PLAN

     The Fritz  Companies,  Inc"  Salary  Investment  &  Retirement  Plan  (1992
Restatement)  (the "Plan") is hereby  amended as follows,  effective  January 1,
1999unless otherwise noted:

     1 . Effective  January 1, 1997,  the last  paragraph  of Section  1.5(c) is
amended in its entirety to read as follows:

     In addition, in any Plan Year any Basic Compensation in excess of $150,000,
or such other amount established by the Secretary of the Treasury, in accordance
with  Section  401(a)(17)  of the  Code  (the  "Compensation  Limit"),  shall be
disregarded.

     2. A new  Section  1.8A is  added  directly  after  Section  1.8 to read as
follows:

     1.8A Common Stock means the common stock of the Company.

     3. Effective July 1, 1985, in order to clarify the intended  meaning of the
Plan provisions limiting eligibility to individuals classified by the Company or
an Employer as common law employees, Section 1. 15 is amended in its entirety to
read as follows:

     1.15 Eligible Employe means every Employee on the U.S. dollar payroll of an
Employer, except the following Employees:

     (a) Employees whose  compensation  and conditions of employment are subject
to determination by collective bargaining, provided that retirement entitlements
have been a  subject  of  good-faith  bargaining  between  an  Employer  and the
person's lawful representative or bargaining agent;



                                     F-109
<PAGE>

     (b) Employees who have not attained age 21;

                          and

     (c)  Employees  who, as to any period of time are  classified or treated by
the Company or an Employer as an independent contractor,  a consultant, a leased
employee  (within the meaning of section  414(n) of the Code) or any employee of
an employment agency, even if such individual is subsequently determined to have
been a common law employee of the Company or an Employer during such period.

     4. Effective January 1, 1997, Section 1.20 is deleted in its entirety.

     5. Effective  January 1, 1997,  Sections 1.22 and 1.23 are amended in their
entirety to

 read as follows:


     1.22 Highly  Compensated  Active  Employee  means any Employee who performs
services  for an  Employer  during the  Determination  Year and who,  during the
Look-Back  Year, (a) received Basic  Compensation  from an Employer in excess of
$80,000 (as adjusted  pursuant to sections  414(q)(1)  and 415 (d) of the Code),
and (b) and was a  member  of the  "top-paid  group"  for such  year;  provided,
however,  that  subject  to  the  satisfaction  of  such  conditions  as  may be
prescribed  under section  414(q)(1) of the Code,  the Company may elect for any
Plan Year not to apply the  requirement  of clause  (b) above.  The term  Highly
Compensated  Active  Employee also includes an Employee who is a 5% owner at any
time during the  Look-Back  Year or  Determination  Year.  An Employee  shall be
considered to be in the "top-paid  group" for any Look-Back Year if the Employee
is in the group  consisting of the top 20% of Employees when ranked on the basis
of Basic Compensation paid during such year.

     1.23 Highly  Compensated  Employee means an Employee who is either a Highly
Compensated  Active  Employee  or a  Highly  Compensated  Former  Employee.  The
determination  of  who  is  a  Highly   Compensated   Employee,   including  the
determination  of the number and identity of Employees in the "top-paid  group,"
will be made in accordance  with Section 414(q) of the Code and the  regulations
thereunder.


                                     F-110
<PAGE>

     6. Section 3.2 is revised in its entirety to read as follows:

     3.2 Matching Contributions.

     (a) At  the  end  of  each  Plan  Year  an  Employer  may  make a  Matching
Contribution to the Matching  Contributions  Account of each  Participant who is
employed  on the last day of the Plan Year (or who died,  retired or incurred an
ongoing  Disability  during  such  Plan  Year)  and  for  whom  Salary  Deferral
Contributions were made during such Plan Year.

     (b)  Matching   Contributions  shall  be  equal  to  a  percentage  of  the
Participant's  Basic  Compensation.  The percentage shall be determined based on
the  pre-tax  United  States  profits  of the  Company  for the  Plan  Year,  as
determined by the Compensation  Committee of the Company in its sole discretion,
in accordance with the following schedule:

     Amount of Profit                                    Match Percentage Level

          Less than $5 Million                                            0%
          $ 5 Million but less than $10 Million                           1%
          $10 Million but less than $15 Million                           2%
          $15 Million but less than $20 Million                           3%
          $20 Million or more                                             4%

     Notwithstanding  the foregoing,  in no event will a Participant's  Matching
Contribution for a Plan Year exceed the Salary Deferral Contribution made by the
Employer on behalf of the Participant for the Plan Year.

     (c) Matching  Contributions  shall be paid in cash or in the form of shares
of Common Stock,  in the sole  discretion of the  Compensation  Committee of the
Company. To the extent that Matching Contributions to be made by Employers other
than the  Company  are to be made in the form of shares of  Common  Stock,  such
Employers  shall  transfer  the amount of their  Matching  Contributions  to the
Company in cash, and the Company shall transfer the appropriate number of shares
of Common Stock (as  determined in  accordance  with the paragraph (d) below) to
the Trust Fund on such Employers' behalf.

     (d) When  Matching  Contributions  are to be made in the form of  shares of
Common Stock, the number of shares to be contributed  shall be determined (a) by
dividing the amount of the Matching Contribution (expressed as a dollar


                                     F-111
<PAGE>


     amount) by an amount  equivalent  to the average of the  closing  prices of
Common  Stock as reported on NASD  National  Market  system (or such other stock
exchange on which the Common Stock is reported) for the two consecutive  trading
days  immediately  preceding the date of the  transfer,  or (b) pursuant to such
other  method as shall be  selected by the  Committee  and  communicated  to the
Participants.

     (e) To the extent that the Employer  Contributions  are made in cash,  they
shall be invested in shares of Common Stock.

     7.  Effective  January 1, 1998,  Section 5.5 shall be amended to substitute
the phrase

 "$5,000" for the phrase "$3,500" each time it appears.

     8.  Effective  January  1,  1997,  Section  6.2(a)(iv)  is  deleted  in its
entirety.

     10.  Effective  January  1,  1997,  Section  6.2(e)(iv)  is  deleted in its
entirety.

     11. Effective January 1, 1997, Section 6.2(f) is amended in its entirety to
read as

 follows:


     (f) "Excess Aggregate  Contributions" means, with respect to any Plan Year,
the excess of

     (i) the  aggregate  amount of the Matching  Contributions  and  Participant
Contributions allocated to a Highly Compensated
 Employee for a Plan Year, over

     (ii) the maximum amount of such  contributions that may be allocated to the
Highly  Compensated  Employee  without  violating the  limitations  set forth in
paragraph 6.3.

     The maximum amount that may be allocated to a Highly  Compensated  Employee
shall be determined by ranking the Highly Compensated Employees by the amount of
their  aggregate   Matching  and  Participant   Contributions   (the  "Aggregate
Contribution  Amount")  in  descending  order  and then  reducing  the  Matching
Contributions  and  Participant  Contributions  from the  Accounts of the Highly
Compensated  Employees  starting with the Highly  Compensated  Employee with the
highest Aggregate  Contribution Amount to the extent required to: (i) enable the
Plan to satisfy the  limitations  set forth in paragraph 6.3, or (ii) cause such
Highly Compensated Employee's Aggregate Contribution Amount to equal the

                                     F-112
<PAGE>

     Aggregate  Contribution Amount of the Highly Compensated  Employee with the
next highest Aggregate Contribution Amount. This process shall be repeated until
the Plan satisfies the limitations set forth in paragraph 6.3. In no event shall
the amount of Excess  Aggregate  Contributions  exceed  the  amount of  Matching
Contributions  and  Participant   Contributions  made  on  behalf  of  a  Highly
Compensated Employee for a Plan Year.

     12. Effective January 1, 1997, Section 6.2(g) is amended in its entirety to
read as

 follows:

     (g) "Excess Contributions" means, with respect to any Plan Year, the excess
of:

     (i) the Salary  Deferral  Contributions  allocated to a Highly  Compensated
Employee for a Plan Year, over

     (ii) the  maximum  amount  of  Salary  Deferral  Contributions  that may be
allocated to the Highly  Compensated  Employee without violating the limitations
set forth in paragraph 6.3.

     The maximum amount that may be allocated to a Highly  Compensated  Employee
shall be  determined  by ranking the Highly  Compensated  Employees by amount of
their Salary Deferral  Contributions (the "Salary Deferral Contribution Amount")
in descending order and then reducing the Salary Deferral Contributions from the
Accounts  of  the  Highly   Compensated   Employees  starting  with  the  Highly
Compensated Employee with the highest Salary Deferral Contribution Amount to the
extent  required to: (i) enable the Plan to satisfy the limitations set forth in
paragraph 6.3, or (ii) cause such Highly Compensated  Employee's Salary Deferral
Contribution  Amount to equal the  Salary  Deferral  Contribution  Amount of the
Highly Compensated  Employee with the next highest Salary Deferral  Contribution
Amount.  This process shall be repeated until the Plan satisfies the limitations
set forth in paragraph  6.3. In no event shall Excess  Contributions  exceed the
amount of Salary Deferral  Contributions  made on behalf of a Highly Compensated
Employee for a Plan Year.


                                     F-113
<PAGE>



     13.  Effective  January 1, 1998,  Section 6.3 is amended in its entirety to
read as

 follows:


     6.3 Percentage Limitations on Contributions

     Notwithstanding  anything in the Plan to the contrary,  the Average ADP and
the Average ACP of Participants must each satisfy either the basic limitation or
the alternative limitation set forth below:

     (a) Basic Limitation

     The Average Percentage for eligible Highly Compensated Employees (those who
are  eligible to  participate  in the Plan under  Section 2, whether or not such
Employees elect to have their Basic  Compensation  reduced) shall not exceed for
the  Plan  Year the  Average  Percentage  for  eligible  Non-Highly  Compensated
Employees  (those who are eligible to  participate  in the Plan under Section 2,
whether or not such Employees  elect to have their Basic  Compensation  reduced)
for the preceding Plan Year multiplied by 1.25.

         (b)       Alternative Limitation

     The Average Percentage of Highly Compensated  Employees who are eligible to
participate in the Plan under Section 2 (whether or not such Employees  elect to
have their Basic  Compensation  reduced)  shall not exceed for the Plan Year the
Average  Percentage  for  Non-Highly  Compensated  Employees who are eligible to
participate in the Plan under Section 2 (whether or not such Employees  elect to
have their Basic compensation reduced) for the preceding Plan Year multiplied by
two, provided that the Average Percentage for Highly  Compensated  Employees for
the Plan Year does not exceed the Average Percentage for Non-Highly  Compensated
Employees for the preceding Plan Year by more than two percentage points.

         (c)        Multiple Use Limitation

     If both  the  average  actual  deferral  percentage  test  and the  average
contribution  percentage  test do not satisfy the basic  limitation set forth in
paragraph (a)


                                     F-114
<PAGE>



     of this  paragraph  6.3 and one or more Highly  Compensated  Employees  are
eligible to have Salary Deferral  Contributions made on their behalf and to have
Matching Contributions made on their behalf or to make Participant Contributions
to the  Plan,  then  the  sum of  the  Actual  Deferral  Percentages  of  Highly
Compensated Employees for the Plan Year shall not exceed the greater of.

     (i)  The  sum of-  (A)  1.25  times  the  greater  of the  Actual  Deferral
Percentages or Contributions Percentages of Non-Highly Compensated Employees for
the preceding Plan Year,  plus (B) two percentage  points plus the lesser of the
Actual   Deferral   Percentages  or   Contribution   Percentages  of  Non-Highly
Compensated Employees for the preceding Plan Year; or

     (ii)  The  sum of  (A)  1.25  times  the  lesser  of  the  Actual  Deferral
Percentages or Contribution  Percentages of Non-Highly Compensated Employees for
the preceding Plan Year, plus (B) two percentage  points plus the greater of the
Actual   Deferral   Percentages  or   Contribution   Percentages  of  Non-Highly
Compensated Employees for the preceding Plan Year.

     If the  multiple  use  limitation  sets  forth  in  this  paragraph  (c) is
exceeded, the Administrator shall determine the maximum percentage to be used in
place of the  calculated  percentage for all Highly  Compensated  Employees that
would  reduce  either or both the Actual  Deferral  Percentage  or  Contribution
Percentage for the Highly  Compensated  Employees in order that the multiple use
limitation  shall be  satisfied.  Any excess shall be handled in the same manner
that Excess Contributions or Excess Aggregate Contributions are handled.

     14.  Effective  January 1, 1998,  Sections 7. 1 (1) and (in) are amended in
their entirety to

 read as follows:


     (1) No loan  shall be made  unless  the  Participant  agrees  to make  loan
payments  by payroll  deduction  in  accordance  with rules  established  by the
Committee.


                                     F-115
<PAGE>


     (m)  Notwithstanding  the  foregoing,  if  during  the  term  of a  loan  a
Participant who has been making loan payments by payroll  withholding  ceases to
receive periodic compensation payments from an Employer,  and if distribution of
the  Participant's  Account  has not  begun,  the  Participant  shall  make  the
remaining  loan  payments  by check or an  automatic  payment  method  which the
Committee (in its sole discretion)  determines  provides security  comparable to
that of payroll withholding.  If a Participant who has been making loan payments
by a method described above begins receiving periodic compensation payments from
an  Employer,  the  Participant  shall  authorize  payroll  withholding  for the
remaining loan payments.

     15. Effective January 1, 1999,  Section 7. 1 (p) is amended in its entirety
to read as

 follows:

     (p) In the event a loan is to be made to a Participant  in accordance  with
this Section 7. 1, a loan  subaccount  shall be  established as an investment of
the  Participant  under each Account used to fund the loan. The Accounts used to
fund the loan, and the order in which Accounts are used to fund the loan,  shall
be  determined  in  accordance  with  uniform and  nondiscriminatory  procedures
adopted by the Committee and modified by it from time to time.

     16. Effective  January 1, 1998,  Section 8.1 is amended by substituting the
phrase

"$5,000" for the phrase "$3,500" each time it appears.

     17. Effective  January 1, 1998,  Section 8.4 is amended by substituting the
phrase

 "$5,000" for the phrase "$3,500" each time it appears.

     18.  Effective  January 1, 1999, a new Section 8.4A is added directly after
Section 8.4

 to read as follows:

     8.4A Form of Lump Sum Distribution

     (a) Cash.  With respect to any portion of a  Participant's  Account that is
not invested in Common Stock, any lump sum distribution from such portion of the
Account shall be made in the form of a single lump sum payment of cash (or its


                                     F-116
<PAGE>

     equivalent)  equal to the vested  balance  credited to such  portion of the
Account as of the relevant Valuation Date.

     (b)  Common  Stock - Any lump  sum  distribution  from  such  portion  of a
Participant's  Account that is invested in Common Stock as of the Valuation Date
shall be made in the form of a single lump sum  payment of such whole  number of
shares of  Common  Stock as is  equivalent  to the full  value of the  shares of
Common Stock then credited to such portion of the Account.

     (c)  Fractional  Shares.  If shares of Common Stock are to be  distributed,
only full shares  shall be  distributed  and cash (or its  equivalent)  shall be
distributed in lieu. of any fractional share.

     19.  Effective  January 1, 1998,  the second  sentence of Section 8.6(a) is
amended in its

 entirety to read as follows.

     A  Participant's  benefits  shall  commence  no later  than  April I of the
calendar year in which the  Participant  attains age 70!/2 or terminates  his or
her employment with all Employers (whichever is later),  provided however,  that
the  benefits of a  Participant  who is a 5% owner shall  commence no later than
April I of the calendar year in which the Participant attains age 70 1/2.

     20. Effective  January 1, 1998,  Section 8.8 is amended by substituting the
phrase

 "$5,000" for the phrase "$3,500" each time it appears.

     21. Effective  January 1, 1998,  Section 9.5 is amended by substituting the
phrase

 "$5,000" for the phrase "$3,500" each time it appears.


                                     F-117
<PAGE>

     22.  Effective  October 13, 1996, a new Section 14. 10 is added to the Plan
to read as

 follows:

     14. 10 Military Duty

     Notwithstanding any provision of this Plan to the contrary,  contributions,
benefits and service credit with respect to qualified  military  service will be
provided in accordance  with section 414(u) of the Code. Loan repayments will be
suspended under this Plan as permitted under section 414(u)(4) of the Code.

     20.  Effective  January 1, 1996,  Appendix A is amended by substituting the
phrase

     "Logistics Service (U.S.A.) Co., Inc.  (effective January 1, 1996)" for the
phrase "Logistics

 Service (U.S.A.) Co., Inc."

     IN WITNESS WHEREOF, FRITZ COMPANIES,  INC., by its duly authorized officer,
has executed this Amendment No. 3 on the date indicated below.

                                                        FRITZ COMPANIES, INC.

 Dated: May 12, 1998                                    By/s/ Jan H. Raymond
                                                              Title:Sr. V. P.



                                     F-118
<PAGE>