EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into this 13th day of February, 2004 (the "Effective Date") by and between Vastera, Inc., a Delaware corporation with its principal place of business at 45025 Aviation Drive, Dulles, VA 20166 ("Vastera" or the "Company"), and Timothy A. Davenport ("Davenport" or the "Employee").


RECITALS

        WHEREAS, Employee has been, and is currently, employed by the Company in a critical managerial position with the Company;

        WHEREAS, Employee is currently employed by the Company on an at-will basis;

        WHEREAS, Employee and the Company each believe it to be in their best interests to make Employee's employment more in definite and certain in nature; and

        WHEREAS, Employee and the Company now desired to execute this Agreement to provide for a greater certainty in Employee's employment.


AGREEMENT

        NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

        1.    Term of Employment.    The Company hereby agrees to employ the Employee, and the Employee hereby accepts employment with the Company, upon the terms set forth in this Agreement, for the period commencing on the Effective Date and ending on December 31, 2004 (such time period being referred to as the "Initial Term"). This Agreement shall automatically renew in one-year increments (each such one-year period being referred to as a "Renewal Term"), unless no later than 90 days prior to the expiration of the Initial Term or any Renewal Term one Party notifies the other Party in writing of its intention not to renew for an additional Renewal Term. The Initial Term and each and all Renewal Terms are collectively referred to as the "Employment Period".

        2.    Title; Capacity.    The Employee shall serve as President and Chief Executive Officer of Vastera and as an officer or director of such of Vastera's direct or indirect and wholly owned or partially owned subsidiaries as the duties of the Employee may require from time to time. The Employee shall be based at the Company's headquarters in Dulles, Virginia or such other place within a 40-mile radius thereof, as may be reasonably requested by the Company. The Employee shall be subject to the supervision of, and shall have such authority as is delegated to him by, the Board of Directors (the "Board").

        The Employee hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Company's Board shall from time to time reasonably assign to him. Except during the Stub Period (defined herein below), the Employee agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that for reasonable periods of time each month the Employee may engage in non-competitive business or charitable activities, such as activities involving, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of such other organizations to which the Company may from time to time agree, and similar types of activities so long as such activities do not interfere with the Employee's responsibilities hereunder. The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein that may be adopted from time to time by the Company. The Employee acknowledges receipt of copies of all such rules and policies committed to writing as of the Effective Date.



        3.    Compensation and Benefits.    

        4.    Employment Termination.    The employment of the Employee by the Company pursuant to this Agreement shall terminate upon the occurrence of any of the following:

2


        5.    Effect of Termination.    

3


4


        6.    Non-Compete.    

        7.    Proprietary Information and Developments.    

5


6


        8.    Notices.    All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon delivery personally, by facsimile or by overnight mail, or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 8.

        9.    Pronouns.    Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.

        10.    Entire Agreement.    This Agreement and the exhibits hereto constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

        11.    Amendment.    This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee.

        12.    Governing Law.    This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Virginia.

        13.    Successors and Assigns.    This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Employee are personal and shall not be assigned by him.

        14.    Trial by Jury.    The parties agree that they have waived their right to a jury trial with respect to any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof, or arising out of or relating to the employment of the Employee, or the termination thereof, including

7



any claims under federal, state, or local law, and that any such controversy, claim, or dispute shall be heard and adjudicated in the state courts of the Commonwealth of Virginia, in Fairfax County.

        15.    Miscellaneous.    

8


        IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the day and year set forth above.

VASTERA, INC.

By:                                                                           
                Brian D. Henderson
                Chief Counsel

By:                                                                           
                Maria Henry
                Chief Financial Officer

By:                                                                           
                Richard A. Lefebvre
                Chairman of the Board of Directors

EMPLOYEE

                                                                         
Timothy A. Davenport

9

Source: OneCLE Business Contracts.