EMPLOYMENT AND NON-COMPETE AGREEMENT


  This  Agreement is entered into this 1st day of May, 2000 by and between FRITZ
COMPANIES,  INC.,  a Delaware  Corporation  ("Fritz")  and EUGENE  WOJCIECHOWSKI
("WOJCIECHOWSKI").

  Whereas  WOJCIECHOWSKI  has certain  knowledge and skills in the management of
information systems functions and wishes to be employed by Fritz; and

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

1.   Fritz  shall  employ  WOJCIECHOWSKI  as of May 1, 2000 in the  position  of
     Executive Vice President/Chief Information Officer in the San Francisco Bay
     Area reporting to the Office of the Chairman (or its successor).

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


a.       Twenty Thousand Eight Hundred Thirty-three Dollars and Thirty-three
                            Cents($20,833.33) gross salary per month;

b.       Participation in the Fritz Bonus Plan at the Executive Committee Level;

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

d.       Four weeks paid vacation per year;

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

3.   This  Agreement  shall  have a term of three  (3) years  expiring  on April
     30, 2003.  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 WOJCIECHOWSKI 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 company's policies;
iv.  Intentional damage to the company'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  judgment of the Board of
     Directors of Fritz  demonstrates  gross  unfitness to perform your job
     functions.

5.   If,  as a  result  of  a  change  of  control,  WOJCIECHOWSKI's  employment
     hereunder  is  terminated  other than for "cause",  or in the  event  that
     WOJCIECHOWSKI  elects to  resign  his  employment  therefor  the  Change in
     Control Agreement previously entered into shall prevail.

6.   Should Fritz terminate WOJCIECHOWSKI's employment, other than for "cause"
     or a Change in Control, Fritz shall pay WOJCIECHOWSKI, as his sole remedy
     for such termination, a sum equal to one year's salary.

7.    Should Fritz terminate WOJCIECHOWSKI's employment, other than for "cause"
      or a Change in Ccontrol, in addition to the remedy  provided for in
      section 6 above,  Fritz shall vest upon such  termination date all
      of the restricted stock and stock options previously granted to
      WOJCIECHOWSKI  which had not vested as of such  termination  date.
      In  consideration  of such vesting, WOJIECHOWSKI covenants and
      agrees that:


         i.       During the term hereof and for a period of one year after such
                  termination date ("Non-Competition Period") he 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 he ceased to be employed by Fritz. Nothing
                  herein shall prohibit him 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.

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

iii.              During the  Non-Competition  Period, he 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.

iv.               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.

8.    Should WOJCIECHOWSKI  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 WOJCIECHOWSKI  or Fritz with or without cause.  Compensation
      and other terms and conditions of such at-will  employment  shall be those
      mutually  agreed upon by  WOJCIECHOWSKI  and Fritz as of the  commencement
      date of such at-will employment.

9.    WOJCIECHOWSKI  shall not engage in any activity whatsoever which conflicts
      with the interests of Fritz or with WOJCIECHOWSKI's  duties as an employee
      of Fritz. WOJCIECHOWSKI understands that WOJCIECHOWSKI's employment is on
      a full-time  basis, and  WOJCIECHOWSKI 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.  WOJCIECHOWSKI  hereby  represents
      that  WOJCIECHOWSKI  has no agreements with, or obligations to, any person
      or entity which conflicts, or may conflict, with the interests of Fritz or
      with WOJCIECHOWSKI's duties as an employee of Fritz.


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

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

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


13.   To ensure rapid and economical resolution of any disputes which may arise
      under  this  Agreement,  WOJCIECHOWSKI  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 ceased to exist as an
      arbitration  service,  any such matter shall be resolved by  confidential,
      final  and  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.
             BY: /s/ Eugene Wojciechowski

             By: /s/ Raymond L. Smith

             Title: Office of the Chairman



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