UTI WORLDWIDE INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>4
<FILENAME>a00962exv10w6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.6


                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is effective as of the 7th
day of September, 2004, between UTi Services, Inc., a California corporation
(the "Company"), and Peter Thorrington ("Employee").

WHEREAS, the Company and Employee entered into a certain Employment Agreement
(the "Prior Agreement") dated September 25, 2000 and the Prior Agreement
terminated on August 15, 2004; and

WHEREAS, since August 15, 2004 Employee has been employed as a special advisor
and the Company and Employee now desire to enter into this Agreement in order to
memorialize Employee's employment as a special advisor in accordance with the
terms set forth herein.

In consideration of the promises and covenants set forth below, the parties
hereto agree as follows:

         1.       Employment.

                  The Company hereby agrees to employ Employee, and Employee
                  hereby agrees to accept such employment with the Company, on
                  the terms and conditions set forth herein. Employee agrees to
                  act as a special advisor to UTi Worldwide Inc. (UTi
                  Worldwide") and the related group of companies (such group is
                  referred to herein as the UTi Group") without receiving
                  separate consideration for such services.

         2.       Term.

                  The term of employment of Employee as provided in this
                  Agreement commences on the date hereof and ends on August 31,
                  2006, unless sooner terminated as hereafter provided.

         3.       Position and Duties.

                  Employee shall perform his duties and obligations which shall
                  be determined jointly between the Company and the Employee
                  from time to time and he shall then perform such duties and
                  obligations faithfully and diligently and shall devote the
                  agreed upon time, attention and efforts to UTi Worldwide and
                  the UTi Group. Employee agrees not to work for any competitor
                  of UTi Group. Employee shall industriously perform Employee's
                  duties and coordinate the performance of such services and
                  duties with the Chief Executive Officer of the Company.
                  Employee shall adhere to the policies and procedures generally
                  applicable to employees of the Company and UTi Group.

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         4.       Place of Performance.

                  In connection with Employee's employment by the Company and
                  except for required travel on Company business, Employee shall
                  be based at the Company's executive offices, or such other
                  location agreed to by Employee and the Company.

         5.       Compensation and Related Metrics.

                  (a)      Salary. During the term of Employee's employment
                           hereunder, the Company shall pay to Employee a salary
                           of $125,000 per annum. Such salary shall be paid in
                           equal semi-monthly installments (or such shorter
                           intervals as the Company may elect and shall accrue
                           from day to day).

                  (b)      Performance Bonus. During the term of Employee's
                           employment hereunder, Employee shall not be eligible
                           to participate in any bonus programs.

                  (c)      Vacations. During the term of Employee's employment
                           hereunder, Employee shall not be entitled to accrue
                           or earn paid vacation days.

                  (d)      Expenses. During the term of Employee's employment
                           hereunder, Employee shall be entitled to receive
                           reimbursement for reasonable out of pocket travel and
                           other expenses (excluding ordinary commuting
                           expenses) incurred by Employee in performing
                           Employee's services hereunder, provided that:

                           i.       Such expenditure qualifies as a proper
                                    business expenditure; and

                           ii.      Employee furnishes adequate documentary
                                    evidence for the substantiation of such
                                    expenditures and Employee complies with
                                    applicable policies with respect to expense
                                    reimbursement.

                  (e)      Medical Insurance and Other Benefits. During the term
                           of Employee's employment hereunder, Employee will be
                           entitled to participate in applicable medical, dental
                           and disability insurance plans, life insurance plans,
                           retirement and 401(k) plans and other employee
                           welfare and benefit plans or programs made available
                           to the Company's employees generally, in accordance
                           with the terms of such plans and programs as may be
                           in effect from time to time.


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         6.       Termination.

                  (a)      Termination by the Company for "Cause."

                           (1)      The Company may at any time terminate
                                    Employee's employment hereunder, for
                                    "Cause," pursuant to the provisions of this
                                    Section 6(a). Employee shall be given notice
                                    by the Company of its intention to terminate
                                    Employee for "Cause."

                                    For purposes of this Agreement, the Company
                                    shall have "Cause" to terminate Employee's
                                    employment hereunder upon (a) the breach by
                                    Employee of any material provision of this
                                    Agreement (and if such breach is susceptible
                                    to cure by Employee, the failure to effect
                                    such cure by Employee within thirty (30)
                                    days after written notice of such breach is
                                    given to Employee), (b) an act or acts of
                                    dishonesty on the part of Employee which are
                                    intended to result in Employee's substantial
                                    personal enrichment at the expense of the
                                    Company, UTi Worldwide or the UTi Group, or
                                    (c) Employee engaging or participating in a
                                    violation of law which results in a material
                                    liability or penalty to the Company, UTi
                                    Worldwide or the UTi Group.

                           (2)      If Employee is terminated by the Company for
                                    "Cause" pursuant to this Section 6(a), the
                                    Company shall have no further obligation or
                                    liability to Employee, except that Employee
                                    shall be entitled to receive (i) the portion
                                    of Employee's salary which has been earned
                                    up to the Date of Termination and (ii)
                                    reimbursement for business expenses properly
                                    incurred up to the Date of Termination
                                    (collectively, the "Minimum Payments").

                  (b)      Death.

                           (1)      Employee's employment hereunder shall
                                    terminate automatically upon Employee's
                                    death.

                           (2)      If Employee's employment is terminated
                                    because of Employee's death pursuant to this
                                    Section 6(b), the Company shall have no
                                    further obligation or liability to Employee,
                                    except that Employee shall be entitled to
                                    receive (i) the Minimum Payments, and (ii)
                                    and life insurance proceeds Employee is
                                    otherwise entitled to under any applicable
                                    life insurance then in effect.


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                  (c)      Disability.

                           (1)      If Employee becomes disabled during
                                    Employee's employment hereunder, Employee's
                                    employment hereunder shall terminate on the
                                    date of the determination of the disability
                                    by the Board of Directors of the Company of
                                    such disability. As used herein,
                                    "disability" shall mean any condition that
                                    qualifies as a disability under the
                                    Company's long-term disability plan as in
                                    effect on the date of determination or which
                                    renders Employee incapable of performing
                                    substantially all of his services hereunder
                                    for one hundred twenty (120) days or more in
                                    the aggregate during any calendar year, and
                                    which at any time after such one hundred
                                    twenty (120) days the Company's Board of
                                    Directors shall determine continues to
                                    render Employee incapable of performing his
                                    services hereunder.

                           (2)      If Employee's employment is terminated
                                    because of Employee's disability pursuant to
                                    this Section 6(c), Employee shall be
                                    entitled to receive (i) the Minimum
                                    Payments, and (ii) any benefits to which
                                    Employee is entitled under the Company's
                                    long-term disability plan as in effect on
                                    the Date of Termination.

                  (d)      Resignation by Employee.

                           (1)      Employee shall be entitled to terminate
                                    Employee's employment hereunder for any
                                    reason, or no reason, at any time on thirty
                                    (30) days prior written notice delivered by
                                    Employee to the Company.

                           (2)      If Employee's employment is terminated by
                                    Employee pursuant to this Section 6(d), the
                                    Company shall have no further obligation or
                                    liability to Employee, except that Employee
                                    shall be entitled to receive the Minimum
                                    Payments.

         7.       Exclusivity of Payments.

                  Upon termination of Employee's employment hereunder, Employee
                  shall not be entitled to any severance payments or severance
                  benefits from the Company, UTi Worldwide or the UTi Group,
                  other than the payments and benefits explicitly provided in
                  Section 6, except for any benefits which may be due to
                  Employee in the normal course under any employee benefit plan
                  or program of the Company or UTi Worldwide which provides for
                  benefits after termination of employment in accordance with
                  the terms of such plan or program. Employee's right to receive
                  payments or benefits


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                  under this Agreement upon termination of employment will cease
                  if Employee breaches any provision of Sections 8 or 9 below.

         8.       Proprietary Information.

                  (a)      Definition. Employee hereby acknowledges that
                           Employee possesses and may make use of, acquire,
                           create, develop or add certain confidential and/or
                           proprietary information regarding the Company, UTi
                           Worldwide and UTi Group and their businesses and
                           affiliates (whether in existence prior to, as of or
                           after the date hereof, collectively, "Proprietary
                           Information"), which Proprietary Information shall
                           include, without limitation, all of the following
                           materials and information (whether or not reduced to
                           writing and whether or not patentable or protected by
                           copyright): trade secrets, inventions, processes,
                           formulae, programs, technical data, "know-how",
                           procedures, manuals, confidential reports and
                           communications, marketing methods, product sales or
                           cost information, new product ideas or improvements,
                           new packaging ideas or improvements, research and
                           development programs, identities or lists of
                           suppliers, vendors or customers, financial
                           information and financial projections or any other
                           confidential or proprietary information relating to
                           the UTi Group and/or its business. The term
                           "Proprietary Information" does not include any
                           information that (i) at the time of disclosure is
                           generally available to and known by the public (other
                           than as a result of its disclosure by Employee), (ii)
                           becomes available to Employee on a lawful,
                           non-confidential basis from a person other than the
                           UTi Group or its representatives, provided that the
                           source of such information was not known by Employee
                           to be subject to an obligation of confidentiality to
                           the UTi Group.

                  (b)      Nondisclosure. During the term of this Agreement and
                           thereafter, Employee will not, without the prior
                           express written consent of the Board of Directors of
                           UTi Worldwide, disclose or make any use of
                           Proprietary Information except as may be required in
                           the course of the performance of Employee's services
                           under this Agreement.

                  (c)      Agreement Not to Solicit Employees and Customers. To
                           protect the Proprietary Information and trade secrets
                           of the UTi Group, Employee agrees, during the term of
                           this Agreement and for a period of two (2) years
                           after termination of this Agreement, not to, directly
                           or indirectly, either on Employee's own behalf or on
                           behalf of any other person or entity, solicit or
                           employ any person who is an employee of the UTi Group
                           or attempt to persuade any customer of the UTi Group
                           to cease to do business or to reduce the amount of
                           business which any customer of the UTi Group has
                           customarily done or contemplates doing with the UTi
                           Group.


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                           Employee agrees that the covenants contained in this
                           paragraph are reasonable and desirable.

         9.       Protection of Property.

                  All records, files, manuals, documents, specifications, lists
                  of customers, forms, materials, supplies, computer programs
                  and other materials furnished to the Employee by the UTi
                  Group, used on its behalf or generated or obtained during the
                  course of the performance of the Employee's services
                  hereunder, shall at all times remain the property of the
                  Company. Upon termination of Employee's employment with the
                  UTi Group, Employee shall immediately deliver to the UTi
                  Group, or its authorized representative, all such property,
                  including all copies, remaining in Employee's possession or
                  control.

         10.      Notice.

                  For purposes of this Agreement, notices, demands and all other
                  communications provided for in the Agreement shall be in
                  writing and shall be deemed to have been duly given when
                  personally delivered, or if sent by overnight, commercial air
                  courier service, o n the second business day after being
                  delivered to the air courier service, or if mailed, on the
                  fifth day after being sent by first class, certified, or
                  registered mail, return receipt requested, postage prepaid,
                  addressed as follows:

                  If to Employee:   At Employee's address as indicated on the
                                    books and records of the company.

                  If to Company:    At the Company's executive headquarters
                                    (with a copy to UTi Worldwide Inc. at its
                                    executive headquarters).

                  Or to such other address as any party may have furnished to
                  the other in writing in accordance herewith, except that
                  notices of change of address shall be effective only upon
                  receipt thereof.

         11.      Entire Agreement.

                  This Agreement, together with the documents referenced herein,
                  contains the entire agreement of the parties hereto with
                  respect to the subject matter hereof. It supersedes any and
                  all other agreements, either oral or in writing, between the
                  parties here to with respect to the employment of Employee by
                  the Company. Each party to this Agreement acknowledges that no
                  representations, inducements, promises or agreements, written,
                  oral or otherwise, have been made by any party, or anyone
                  acting on behalf of any party, which are not embodied herein,
                  and that no other agreement, statement or promise not
                  contained in this agreement shall be valid or binding.


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         12.      Amendment; Waiver; Governing Law.

                  No provisions of this Agreement may be modified, waived or
                  discharged unless such waiver, modification or discharge is
                  agreed to in writing signed by Employee and by such officer of
                  the Company. No waiver by either party hereto at any time of
                  any breach by the other party hereto of, or compliance with
                  any condition or provision of this Agreement to be performed
                  by such other party shall be deemed a waiver of similar or
                  dissimilar provisions or conditions at the same or at any
                  prior subsequent time. The validity, interpretation,
                  construction and performance of this Agreement shall be
                  governed by the laws of jurisdiction where Employee is
                  employed by the Company.

         13.      Validity.

                  The invalidity or unenforceability of any provision or
                  provisions of the Agreement shall not affect the validity or
                  enforceability of any other provision of this Agreement, which
                  shall remain in full force and effect.

         14.      Counterparts.

                  This Agreement may be executed in one or more counterparts,
                  each of which shall be deemed to be an original, but all of
                  which together will constitute one and the same instrument.

         15.      Survivability.

                  The provisions in Sections 8, 9, 16 and 17 of this Agreement
                  shall survive any termination of this Agreement.

         16.      Specific Performance.

                  In the event of the breach by Executive of any of the
                  provisions of Sections 8 or 9, the Company and the UTi Group,
                  in addition to all other rights and remedies they may have,
                  may apply to any court of law or equity of competent
                  jurisdiction for specific performance and/or injunctive or
                  other relief to the extent authorized by law in order to
                  enforce or prevent any violations of the provisions thereof.

         17.      Arbitration.

                  The parties hereto acknowledge that it is in their best
                  interests to facilitate the informal resolution of any
                  disputes arising out of this Agreement or otherwise by mutual
                  cooperation and without resorting to litigation. As a result,
                  if either party has a legally recognized claim or dispute
                  arising hereunder or otherwise, including but not limited to
                  any claim for breach of any contract or covenant (express or
                  implied), any dispute regarding Executive's termination of
                  employment from the Company, tort claims, claims for
                  harassment or discrimination (including, but not limited to,
                  race, sex, religion, national origin, age, handicap or
                  disability), claims for


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                  compensation or benefits (except where a benefit plan or
                  pension plan or insurance policy specifies a different claims
                  procedure) and claims for violation of public policy or, any
                  federal, state or other governmental law, statute, regulation
                  or ordinance (except for claims involving workers'
                  compensation benefits), and the parties are unable to reach
                  agreement among themselves within thirty (30) days, then the
                  parties agree to submit the dispute to JAMS for binding
                  arbitration in accordance with its then-current employment
                  rules and applicable law. If the parties are unable to agree
                  to an arbitrator, JAMS will provide the names of seven
                  potential arbitrators, giving each party the opportunity to
                  strike three names. The remaining arbitrator will serve as the
                  arbitration panel. The parties agree that the arbitration must
                  be initiated within the time period of the statute of
                  limitations applicable to the claim(s) if the claim(s) had
                  been filed in Court. Arbitration may be initiated by the
                  aggrieved party by sending written notice of an intent to
                  arbitrate by registered certified mail to all parties and to
                  JAMS. The notice must contain a description of the dispute,
                  the amount involved and the remedies sought. All fees and
                  expenses of the arbitration will be borne by the Company. Each
                  party will pay for the fees and expenses of its own attorneys,
                  experts, witnesses, and preparation and presentation of proofs
                  and post-hearing briefs, unless the party prevails on a claim
                  for which attorneys' fees are recoverable by statute, in which
                  case the arbitrator may award attorneys' fees and costs to the
                  prevailing party.

         18.      Withholding of Taxes; Tax Reporting.

                  The Company may withhold from any amounts payable under this
                  Agreement all such taxes, and may file with appropriate
                  governmental authorities all such information, returns or
                  other reports with respect to the tax consequence of any
                  amount payable under this Agreement, as may in its reasonable
                  judgment, be required by law.



                            [Signature Page Follows]


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

"Company"                              UTi Services Inc.,
                                       a California corporation


                                       By: /s/ Roger MacFarlane
                                           -------------------------------------
                                       Name:  Roger MacFarlane
                                       Title:  Chief Executive Officer

"Employee"                                 /s/ Peter Thorrington
                                           -------------------------------------
                                       Name:  Peter  Thorrington
                                       Title:  Special Advisor



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