BRIDGE FINANCING FACILITY AGREEMENT











BETWEEN







GENSEC IRELAND LIMITED







AND







UTI WORLDWIDE INC









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                                                                              2.



1. DEFINITIONS AND INTERPRETATION



   IT IS AGREED AS FOLLOWS:



1.1  In this Agreement the following expressions bear the meanings assigned to

     them below:



1.1.1  "ACQUIREE" means The Continental Group, incorporating Continental Air

       Express (HK) Limited, Continental Container Lines Limited, Continental

       Container Lines Inc., Continental Cargo Logistics Inc. (registered in New

       York) and Continental Cargo Logistics Inc. (registered in California);



1.1.2  "ACQUISITION AGREEMENT" means the acquisition agreement (or, if more than

       one) the acquisition agreements to be entered into between UTi (HK)

       Limited and the Acquiree in terms of which UTi (HK) Limited acquires the

       business and fixed assets of Continental Air Express (HK) Limited,

       Continental Container Lines Limited and Continental Container Lines Inc,

       and between Union-Transport Corporation and the Acquiree in terms of

       which Union-Transport Corporation acquires the business and fixed assets

       of Continental Container Logistics Inc (registered in New York) and

       Continental Container Logistics Inc. (registered in California);



1.1.3  "ADVANCE" means any advance made or to be made by the Lender under the

       Facility or, as the case may be, the outstanding principal amount of any

       such advance;



1.1.4  "ASSIGNMENT OF RECEIVABLES" means the assignment of receivables of even

       date in terms of which all receivables of the Guarantor are assigned to

       the Lender;



1.1.5  "BORROWER" means UTi Worldwide Inc;



1.1.6  "BREAKING COSTS" means:



1.1.6.1  the amount of interest which the Lender should have received for the

         period from the date of receipt of all or part of an Advance or unpaid

         sum to the last day of the last current Interest Period in respect of

         that Advance or unpaid sum had the principal amount or unpaid sum

         received been paid on the last day of that interest period, less











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                                                                              3.



1.1.6.2  the amount which the Lender would be able to obtain by placing an

         amount equal to the principal amount or unpaid sum received by the

         Lender on deposit with a leading bank for a period starting on the

         Business Day following receipt or recovery and ending on the last day

         of the current Interest Period;



1.1.7  "BUSINESS DAY" means a day (other than Saturday or Sunday) on which



1.1.7.1  Dollar Deposits may be dealt on the London inter-bank market, and



1.1.7.2  commercial banks are open for business in London;



1.1.8  "CAPITAL ADEQUACY REQUIREMENT" means any present or future law or request

       or requirement (whether legal or otherwise) the direct or indirect result

       of which is:



1.1.8.1  to require the Lender to maintain a minimum level of capital or to

         allocate capital resources to the Facility; or



1.1.8.2  to reduce the overall return on the Lender's capital; or



1.1.8.3  to impose on or apply to the Lender any other capital adequacy or

         similar requirement;



1.1.9  "COMMITMENT TERMINATION DATE" means 15 SEPTEMBER 2000;



1.1.10 "DOLLARS" and "$" and "US$" mean lawful currency of the United States of

       America;



1.1.11 "EVENT OF DEFAULT" means any one of the events mentioned in clause 15;



1.1.12 "FACILITY" means the Facility created hereunder;



1.1.13 "FACILITY AMOUNT" means US$ 5,000,000 (five million US$);



1.1.14 "FAIR PROPORTION" of any amount means that proportion of that amount

       which the Lender determines to be fairly allocable to this Agreement, the

       Facility and/or all or any part of any Advance or any overdue sum;



1.1.15 "FINANCE DOCUMENTS" means this Agreement, the Guarantee and the Security

       Documents;











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                                                                              4.



1.1.16 "GROUP" means at any particular time, the Borrower and the Guarantor and

       every holding company, subsidiary company and subsidiary company of every

       holding company of the Borrower and the Guarantor (and "member of the

       Group" shall be construed accordingly) and for purposes of this

       definition "subsidiary company" and "holding company" shall have the

       meanings attributed to them in section 736 of the Companies Act, 1989 of

       the United Kingdom;



1.1.17 "GUARANTEE" means a guarantee given by the Guarantor in respect of the

       Borrower's payment obligations under this Agreement;



1.1.18 "GUARANTOR" means UTi (HK) LIMITED;



1.1.19 "INTEREST PERIOD" means a period by reference to which interest is

       calculated on the amount due under the terms of this Facility;



1.1.20 "IPO" means an Initial Public Offering of the Borrower on the Nasdaq

       national index;



1.1.21 "LENDER" means Gensec Ireland Limited (registered in the Republic of

       Ireland with registration number 281370);



1.1.22 "LIBOR" means the offered rate for 1 (one) month deposits in Dollars, in

       volume and duration equivalent to the amount in question as at 11:00 a.m.

       on the 2nd (second) Business Day before the commencement of the period

       for which the interest rate is to be determined, as such rate appears on

       the display designated as page 3750 on the Telerate Monitor (or such

       other page or service as may replace it for the purpose of displaying

       London inter-bank offered rates of major banks for deposits in Dollars),

       on the basis of such interest being calculated daily, compounded monthly

       in arrear and calculated on a 360 (three hundred and sixty) day year, as

       certified by any manager of the Lender (whose appointment and authority

       and designation it shall not be necessary to prove) or, if no such

       service is available, "LIBOR" shall mean the arithmetic mean (rounded, if

       necessary to the nearest fifth decimal place) of the respective rates, as

       quoted to the Lender, at its request, by Commerzbank Aktiengesellschaft,

       Dresdner Bank Luxembourg S.A. and Nedcor Bank Limited (acting through its

       London branch) ("THE REFERENCE









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                                                                              5.



       BANKS") to prime banks in the ordinary course of business in the London

       inter-bank market at or about 11:00 a.m. on the date two Business Days

       prior to the commencement of the period for which the interest rate is to

       be determined for the offering of dollar deposits in an amount equal or

       approximately equal to the amount in question, provided that if any of

       the Reference Banks shall be unable or otherwise fails to supply such

       offered rate by 1:00 p.m. on the required date, "LIBOR" shall be

       determined on the basis of the quotations of the remaining Reference

       Banks;



1.1.23 "MARGIN" means 340 basis points;



1.1.24 "MONTH" means a period of 30 days terminating on any day in a calendar

       month;



1.1.25 "POTENTIAL EVENT OF DEFAULT" means any event or circumstance which, if it

       continued after the giving of any notice, the expiry of any grace period,

       and/or the making of any determination by the Lender, provided for in

       clause 15.1, would become an Event of Default;

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