CRONOS GROUP
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>f94509exv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>

Exhibit 10.4

                               AMENDMENT NUMBER 1

                        TO AMENDED AND RESTATED GUARANTY

         THIS AMENDMENT NUMBER 1, dated as of September 23, 2003 (the
"Amendment") to the Amended and Restated Guaranty, dated as of July 19, 2001
(together with any amendments and supplements, the "Guaranty"), between THE
CRONOS GROUP, as the Guarantor (together with its successors and permitted
assigns, the "Guarantor") and FORTIS BANK (NEDERLAND) N.V. in its capacity as
Agent (the "Agent") and in its capacity as a Noteholder (a "Noteholder"), and
NIB CAPITAL BANK N.V. and HOLLANDSCHE BANK-UNIE N.V., each as a Noteholder,

                              W I T N E S S E T H:

         WHEREAS, the Guarantor, the Agent and the Noteholder have previously
entered into the Guaranty;

         WHEREAS, the parties desire to amend the Guaranty in order to modify
certain provisions of the Guaranty;

         NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

                  Section 109. Defined Terms. Capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings assigned in
the Guaranty, or, if such terms are not defined therein, as defined in that
certain Second Amended and Restated Loan Agreement, dated as of September 23,
2003 (the "Loan Agreement"), among Cronos Finance (Bermuda) Limited, Fortis Bank
(Nederland) N.V., as "Agent" and as "Initial Noteholder", and NIB Capital Bank
N.V. and Hollandsche Bank-Unie N.V., each as a Noteholder.

                  Section 110. Full Force and Effect. Other than as specifically
modified hereby, the Guaranty shall remain in full force and effect in
accordance with the terms and provisions thereof and is hereby ratified and
confirmed by the parties hereto.

                  Section 111. Amendment to the Guaranty. Effective upon the
execution and delivery hereof, Section 7(h) of the Guaranty is hereby amended to
read in its entirety as follows:

                    "(h)     the occurrence of any event or the existence of any
                    condition, the effect of such event or condition is to cause
                    or permit holders of debt more than $1,000,000, individually
                    or in the aggregate of indebtedness for borrowed money of
                    The Cronos Group or any subsidiary of The Cronos Group to
                    become due before its (or their) stated maturity or before
                    its (or

                                                                            E109
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Exhibit 10.4

                    their) regularly scheduled dates of payments and such event
                    or condition remains unremedied for more than 60 days;"

                  Section 112. Representations and Warranties. The Guarantor,
the Agent and ther Noteholder each hereby confirms that each of the
representations and warranties set forth in Section 5 of the Guaranty are true
and correct as of the date first written above with the same effect as though
each had been made as of such date, except to the extent that any of such
representations and warranties expressly relate to earlier dates.

                  Section 113. Effectiveness of Amendment.

                  (a)      This Amendment shall become effective as of September
23, 2003.

                  (b)      This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

                  (c)      On and after the execution and delivery hereof, (i)
this Amendment shall be a part of the Guaranty, and (ii) each reference in the
Guaranty to "this Agreement" or "hereof", "hereunder" or words of like import,
and each reference in any other document to the Guaranty shall mean and be a
reference to the Guaranty as amended or modified hereby.

                  Section 114. Execution in Counterparts. This Amendment may be
executed by the parties hereto in separate counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.

                  Section 115. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.

                            [Signature page follows.]

                                                                            E110
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Exhibit 10.4

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment on the date first above written.

                                        THE CRONOS GROUP

                                        By: /s/ DENNIS J TIETZ
                                            ---------------------------
                                        Name: Dennis J Tietz
                                        Title: Chief Executive Officer

                                                                            E111
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Exhibit 10.4

APPROVED AND ACCEPTED

FORTIS BANK (NEDERLAND) N.V.,
as Agent and Noteholder

By: /s/ MENNO A.N. VAN LACUM
   -------------------------
Name: Menno A.N. van Lacum
Title: Account Manager

By: /s/ PAUL R.G. ZAMAN
   --------------------
Name: Paul R.G. Zaman
Title: Deputy Director

NIB CAPITAL BANK N.V., as Noteholder

By: /s/ DIETER P. FENNEMA                            By: /s/ CHRIS MULDER
   ----------------------                               -----------------
Name: Dieter P. Fennema                              Name: Chris Mulder
Title: Vice President                                Title: Legal Counsel

By: /s/ J.B.J. STEGMANN
   --------------------
Name: J.B.J. Stegmann
Title: Managing Director

HOLLANDSCHE BANK-UNIE N.V., as a Noteholder

By: /s/ L.J.M. BLOEMHEUEL
   ----------------------
Name: L.J.M. Bloemheuel
Title: Proxy

By: /s/ R.A.C. COENRAADTS
   ----------------------
Name: R.A.C. Coenraadts
Title: Proxy

                                                                            E112
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Exhibit 10.5

                   AMENDMENT NUMBER 2 TO MANAGEMENT AGREEMENT

         THIS AMENDMENT NUMBER 2, dated as of October 15, 2003 (this
"Amendment") to the Management Agreement, dated as of September 18, 2002 (as
amended, modified or otherwise supplemented from time to time in accordance with
the terms thereof, the "Management Agreement"), each by and between CF LEASING
LTD., a limited liability company organized and existing under the laws of
Bermuda (the "Borrower"), and CRONOS CONTAINERS (CAYMAN) LTD., a corporation
organized and existing under the laws of the Cayman Islands (the "Manager").

                                   WITNESSETH:

         WHEREAS, the Borrower and the Manager have previously entered into the
Management Agreement;

         WHEREAS, the parties desire to amend the Management Agreement in order
to modify certain provisions of the Management Agreement;

         NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

         SECTION 1. Defined Terms. Capitalized terms used in this Amendment and
not otherwise defined herein shall have the meanings assigned in the Management
Agreement and if not set forth therein, then in the Loan Agreement.

         SECTION 2. Full Force and Effect. Other than as specifically modified
hereby, the Management Agreement shall remain in full force and effect in
accordance with the terms and provisions thereof and is hereby ratified and
confirmed by the parties hereto.

         SECTION 3. Amendment to the Management Agreement. Effective on the date
hereof, following the execution and delivery hereof, the Management Agreement is
hereby amended as follows:

            (a)   Section 11.1(k) of the Management Agreement is hereby amended
                  and restated in its entirety as follows:

                                    "judgments are rendered against The Cronos
                  Group which individually or in the aggregate exceed the amount
                  of $3,000,000 accrued for litigation contingencies by The
                  Cronos Group in its annual report on Form 10-K filed with the
                  Securities and Exchange Commission for the fiscal year ended
                  December 31, 2002 by more than $1,000,000, and which
                  judgment(s) remains (i) unpaid and (ii) are not stayed by
                  notice of filing of an appeal, the

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Exhibit 10.5

                  posting of a bond, or by agreement with the judgment
                  creditor(s), for a period of sixty (60) days after the entry
                  thereof;";

            (b)   Section 11.1(p) of the Management Agreement is hereby amended
                  and restated in its entirety as follows:

                                    "the Consolidated Tangible Net Worth of The
                  Cronos Group (as reflected in the most recently available
                  financial statements of The Cronos Group delivered pursuant to
                  Section 7.12 hereof) shall be less than an amount equal to the
                  sum of (i) Forty-Five Million Dollars ($45,000,000) and (ii)
                  the product of (x) fifty percent (50%) and (y) all
                  consolidated net income (but not reduced for net losses),
                  determined in accordance with GAAP, of The Cronos Group and
                  its consolidated Subsidiaries for all periods commencing after
                  December 31, 2002;"; and

            (c)   Section 11.1(t) of the Management Agreement is hereby amended
                  by replacing the reference therein to "5.00" with "4.50".

         4.       Representations, Warranties and Covenants. The Manager hereby
confirms that each of the representations, warranties and covenants set forth in
Sections 14 and 20.1, and the Borrower hereby confirms that each of the
representations and warranties set forth in Section 20.2, of the Management
Agreement are true and correct as of the date first written above with the same
effect as though each had been made as of such date, except to the extent that
any of such representations, warranties and covenants expressly relate to
earlier dates.

         SECTION 5. Effectiveness of Amendment.

                  (a)      This Amendment shall become effective as of October
         15, 2003.

                  (b)      This Amendment shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         assigns.

                  (c)      On and after the execution and delivery hereof, (i)
         this Amendment shall be a part of the Management Agreement, and (ii)
         each reference in the Management Agreement to "this Agreement" and
         "hereof", "hereunder" or words of like import, and each reference in
         any other document to the Management Agreement shall mean and be a
         reference to the Management Agreement as amended or modified hereby.

         SECTION 6. Execution in Counterparts. This Amendment may be executed by
the parties hereto in separate counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.

         SECTION 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES; PROVIDED THAT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF

                                                                            E114

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