CRONOS GROUP
EXHIBIT 10.22
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>4
<FILENAME>f84595exv10w22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>
<PAGE>
                                                                   Exhibit 10.22



                              MANAGEMENT AGREEMENT

                                 by and between

                         CRONOS CONTAINERS (CAYMAN) LTD.

                                       and

                                 CF LEASING LTD.




                         Dated as of September 18, 2002

================================================================================

ALL RIGHT, TITLE AND INTEREST IN AND TO THIS AGREEMENT ON THE PART OF CF LEASING
LTD HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF
FORTIS BANK (NEDERLAND) N.V., AS AGENT, UNDER A SECURITY AGREEMENT, DATED AS OF
SEPTEMBER 18, 2002, FOR THE BENEFIT OF THE LENDERS AND THE OTHER PERSONS
REFERRED TO THEREIN.


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----
<S>                                                                     <C>
SECTION

1       DEFINITIONS........................................................1
2       APPOINTMENT/AGENCY.................................................9
3       DUTIES/RIGHTS OF MANAGER...........................................9
4       AUTHORITY/CONSENTS................................................12
5       REMUNERATION......................................................12
6       PAYMENTS TO/FROM BORROWER.........................................13
7       REPORTS/BOOKS AND RECORDS/INSPECTION..............................13
8       WARRANTY..........................................................17
9       INSURANCE.........................................................18
10      TERM; RESIGNATION BY MANAGER......................................19
11      MANAGER DEFAULT...................................................19
12      NON-EXCLUSIVITY...................................................24
13      SUB-CONTRACTORS AND AGENTS........................................24
14      LIENS.............................................................24
15      NO PARTNERSHIP....................................................24
16      FORCE MAJEURE.....................................................25
17      CURRENCY/BUSINESS DAY.............................................25
18      INDEMNIFICATION...................................................25
19      NO BANKRUPTCY PETITION AGAINST BORROWER...........................26
20      REPRESENTATIONS AND WARRANTIES....................................26
21      GENERAL...........................................................28

</TABLE>

Exhibit A      Form of Manager Report
Exhibit B      Form of Asset Base Certificate
Exhibit C      Copy of Lease Agent Agreement


                                       i
<PAGE>


                             MANAGEMENT AGREEMENT

        THIS MANAGEMENT AGREEMENT (as amended, modified and supplemented from
time to time in accordance with the terms hereof, this "Agreement") is dated as
of September 18, 2002 between CF LEASING LTD., a company with limited liability
organized and existing under the laws of Bermuda whose registered office is
located at Clarendon House, Church Street, Hamilton HM 11, Bermuda (the
"Borrower") and CRONOS CONTAINERS (CAYMAN) LTD., a corporation organized and
existing under the laws of the Cayman Islands whose office is located at
Queensgate House, P.O. Box 30464 SMB, George Town Grand Cayman, Cayman Islands
("Cronos" or the "Manager").

                                    RECITALS

        WHEREAS, the Borrower is the owner of the Managed Containers (as defined
herein); and

        WHEREAS, the Manager is in the business of managing Containers (as
defined herein) on behalf of owners of containers, and is experienced in
administration of companies that own and operate containers;

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

1.      DEFINITIONS

        Capitalized terms used in this Agreement shall have the following
meanings, and the definitions of such terms shall be equally applicable to the
singular and plural forms of such terms:

        "ACQUISITION AGREEMENT" shall have the meaning set forth in Section 3.3
hereof.

        "ACQUISITION AGENT" means Cronos.

        "ACQUISITION FEE" shall have the meaning set forth in Section 5.2(a)
hereof.

        "ADMINISTRATIVE FUNCTION" shall have the meaning set forth in Section
2.1 hereof.

        "AFFILIATE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "AGENT" means the Person fulfilling the role of the Agent under the Loan
Agreement; Fortis will be the initial Agent.

        "AGREEMENT TERMINATION DATE" means the date on which the Manager
receives notice that Manager has been terminated as the manager of the Managed
Containers pursuant to the provisions of Section 11.2 hereof.

<PAGE>

        "APPLICABLE LAW" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "ASSET BASE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "ASSET BASE CERTIFICATE" means an Asset Base Certificate substantially
in the form attached hereto as Exhibit B.

        "BACK-UP MANAGER" means Fortis or any of its Affiliates.

        "BOARD MAJORITY" means, with respect to an action to be approved by the
Board of Directors of the Borrower, approval of such action by Directors
representing seventy percent (70%) or more of the total number of Directors then
constituting the Board of Directors of the Borrower.

        "BORROWER" shall have the meaning set forth in the preamble hereof.

        "BORROWER EXPENSES" shall have the meaning set forth in Section 101 of
the Loan Agreement.

        "BUSINESS DAY" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "CASUALTY LOSS" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "CASUALTY PROCEEDS" shall have the meaning set forth in Section 101 of
the Loan Agreement.

        "CHANGE OF CONTROL" shall have the meaning set forth in Section 101 of
the Loan Agreement.

        "COLLATERAL" shall have the meaning set forth in Section 1 of the
Security Agreement.

        "COLLECTION PERIOD" shall have the meaning set forth in Section 101 of
the Loan Agreement.

        "CONSOLIDATED TANGIBLE NET WORTH" shall have the meaning set forth in
Section 101 of the Loan Agreement.

        "CONTAINER" or "CONTAINER" shall have the meaning set forth in Section
101 of the Loan Agreement.

        "CONTAINER IDENTIFICATION NUMBER" means the unique reference number
assigned to a Container which is painted on or affixed to such Container.

        "CRONOS" shall have the meaning set forth in the preamble hereof.

        "DETERMINATION DATE" shall have the meaning set forth in Section 101 of
the Loan Agreement.


                                      -2-
<PAGE>

        "DIRECT OPERATING EXPENSE PAYMENTS" for any measurement period means all
fixed or variable operating costs and expenses to the extent actually paid by
Manager in connection with the use and/or operation of the Managed Containers
during such Collection Period but only to the extent not otherwise payable by
the relevant user of such Managed Container and net of any rebate, discount or
other reduction relating to the relevant cost or expense, including without
limitation all of the following:

            (i) expenses of maintaining, repairing, refurbishing, storing,
positioning, transporting and handling of the Managed Containers (in each case
in accordance with the provisions of this Agreement),

            (iii) the proportion of the fees and expenses of agents used by
Manager in the ordinary course of its business that relate to the leasing of
Containers (such proportion calculated on a pro-rata basis according to the
proportion that the TEU of the Managed Containers bears to the TEU of the
Containers in the Container Fleet, including the Managed Containers), depot
charges applicable to the Managed Containers (to the extent not charged as a
storage expense referred to in subparagraph 1 above) and insurance premiums (as
provided for pursuant to Section 7 hereof) including premiums paid by, or to
Affiliates of, Manager,

            (ii) legal fees and expenses incurred by Manager in connection with
the Managed Containers and the collection of amounts payable by container users
pursuant to Leases relating to the Managed Containers,

            (iv) charges, assessments, levies or duties of whatever kind or
nature imposed upon or against the Managed Containers,

            (v) ad valorem, gross receipts, property or other taxes levied
against or upon the Managed Containers or the amounts payable in respect of the
leasing thereof,

            (vi) the costs of any examination, investigation or other
proceedings conducted by any regulatory body relating to operation of the
Managed Containers, and

            (vii) the cost of any capital improvement with respect to a Managed
Container payable by Manager in respect of such measurement period; and

Notwithstanding the above, Direct Operating Expense Payments do not include (x)
any Borrower Expenses or (y) marketing, general and administrative expenses of
Manager or its Affiliates, whether or not allocable in part or in whole to the
Managed Containers.

        "DIRECT OPERATING EXPENSES" for any measurement period means all fixed
or variable operating costs and expenses to the extent incurred by Manager in
connection with the use and/or operation of the Managed Containers during such
Collection Period but only to the extent not otherwise payable by the relevant
user of such Managed Container and net of any rebate, discount or other
reduction relating to the relevant cost or expense, including without limitation
all of the following:


                                      -3-
<PAGE>

            (i) expenses of maintaining, repairing, refurbishing, storing,
positioning, transporting and handling of the Managed Containers (in each case
in accordance with the provisions of this Agreement),

            (ii) the proportion of the fees and expenses of agents used by
Manager in the ordinary course of its business that relate to the leasing of
Containers (such proportion calculated on a pro-rata basis according to the
proportion that the TEU of the Managed Containers bears to the TEU of the
Containers in the Container Fleet, including the Managed Containers), depot
charges applicable to the Managed Containers (to the extent not charged as a
storage expense referred to in subparagraph 1 above) and insurance premiums (as
provided for pursuant to Section 7 hereof) including premiums paid by, or to
Affiliates of, Manager,

            (iii) legal fees and expenses incurred by Manager in connection with
the Managed Containers and the collection of amounts payable by container users
pursuant to Leases relating to the Managed Containers,

            (iv) charges, assessments, levies or duties of whatever kind or
nature imposed upon or against the Managed Containers,

            (v) ad valorem, gross receipts, property or other taxes levied
against or upon the Managed Containers or the amounts payable in respect of the
leasing thereof,

            (vi) the costs of any examination, investigation or other
proceedings conducted by any regulatory body relating to operation of the
Managed Containers, and

            (vii) the cost of any capital improvement with respect to a Managed
Container payable by Manager in respect of such measurement period; and

Notwithstanding the above, Direct Operating Expenses do not include (x) any
Borrower Expenses or (y) marketing, general and administrative expenses of
Manager or its Affiliates, whether or not allocable in part or in whole to the
Managed Containers.

        "DISPOSITION FEES" shall have the meaning set forth in Section 5.3
hereof.

        "DOLLARS" or "$" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "EARLY AMORTIZATION EVENT" shall have the meaning set forth in Section
101 of the Loan Agreement.

        "EBIT RATIO" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "ELIGIBLE INVESTMENTS" shall have the meaning set forth in Section 101
of the Loan Agreement.

        "EVENT OF DEFAULT" shall have the meaning set forth in Section 101 of
the Loan Agreement.


                                      -4-
<PAGE>

        "FLEET" means, as of any date of determination, the entire fleet of
Containers (including the Managed Containers) then owned or managed by the
Manager.

        "FORTIS" means Fortis Bank (Nederland) N.V., a Naamloze Vennootschap,
its successors and assigns.

        "GAAP" or "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" shall have the
meaning set forth in Section 101 of the Loan Agreement.

        "GOVERNMENTAL AUTHORITY" shall have the meaning set forth in Section 101
of the Loan Agreement.

        "GROSS CONTAINER REVENUE RECEIPTS" means for any measurement period:

               1. the gross amounts actually received by Manager during such
        measurement period from the leasing of the Managed Containers pursuant
        to Leases, including, without limitation, amounts in respect of per diem
        charges, pick-up and turn-in charges, charges for early termination,
        transportation charges, realized exchange differences, pre-trip
        inspection charges, direct interchange charges, handling and repair
        charges, off-hire service charges, damage protection premiums and other
        charges relating to or arising from the Managed Containers, and

               2. all other amounts actually received by Manager which are
        attributable to the Managed Containers, including but not limited to (i)
        amounts received from the manufacturers or sellers of the Managed
        Containers for breach of sale warranties relating thereto or in
        settlement or satisfaction of any other claims, losses, disputes or
        proceedings relating to the Managed Containers, (ii) amounts received
        from any other Person in settlement of any claims, losses, disputes or
        proceedings relating to the Managed Containers, including insurance
        proceeds relating thereto, (iii) amounts representing insurance proceeds
        for lost lease revenues and (iv) any insurance premiums relating to the
        Managed Containers which have been refunded by the insurer.

Notwithstanding the above, Gross Container Revenue Receipts do not include Sales
Proceeds.

        "GROSS CONTAINER REVENUES" means for any measurement period:

               1. the gross amounts actually earned by Manager during such
        measurement period from the leasing of the Managed Containers pursuant
        to Leases, including, without limitation, amounts in respect of per diem
        charges, pick-up and turn-in charges, charges for early termination,
        transportation charges, realized exchange differences, pre-trip
        inspection charges, direct interchange charges, handling and repair
        charges, off-hire service charges, damage protection premiums and other
        charges relating to or arising from the Managed Containers, and

               2. all other amounts actually earned by Manager which are
        attributable to the Managed Containers, including but not limited to (i)
        amounts earned from the manufacturers or sellers of the Managed
        Containers for breach of sale warranties relating thereto or in
        settlement or satisfaction of any other claims, losses, disputes or
        proceedings


                                      -5-
<PAGE>

        relating to the Managed Containers, (ii) amounts earned from any other
        Person in settlement of any claims, losses, disputes or proceedings
        relating to the Managed Containers, including insurance proceeds
        relating thereto, (iii) amounts representing insurance proceeds for lost
        lease revenues and (iv) any insurance premiums relating to the Managed
        Containers which have been refunded by the insurer.

Notwithstanding the above, Gross Container Revenues do not include Sales
Proceeds.

        "INDEBTEDNESS" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "INSOLVENCY PROCEEDING" means a proceeding under the United States
Bankruptcy Code or the Bermuda Companies Act 1981 or similar applicable law in
any other applicable jurisdiction.

        "INTEREST EXPENSE" means for any period, the aggregate amount of
interest expense as shown for such period on the income statement of the Manager
or the Borrower, as applicable.

        "INTEREST RATE HEDGE AGREEMENT" shall have the meaning set forth in
Section 101 of the Loan Agreement.

        "INTEREST RATE HEDGE PROVIDER" shall have the meaning set forth in
Section 101 of the Loan Agreement.

        "LEASE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "LENDER" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "LESSEE" means any Person to whom the Manager (in its capacity as
lessor) leases one or more containers.

        "LIEN" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "LIST OF CONTAINERS" shall have the meaning set forth in Section 101 of
the Loan Agreement.

        "LOAN AGREEMENT" means the Loan Agreement, dated as of September 18,
2002, by and among the Borrower, the Agent and the Lenders from time to time
party thereto, as such agreement may be amended, modified or supplemented from
time to time in accordance with its terms.

        "MANAGED CONTAINERS" means all of the containers owned by Borrower from
time to time, including, without limitation, any Containers acquired by the
Borrower in accordance with the provisions of Section 3.3 hereof.

        "MANAGEMENT FEE" shall have the meaning set forth in Section 5.1 hereof.

        "MANAGEMENT FUNCTIONS" shall have the meaning set forth in Section 2.1
hereof.

        "MANAGER" shall have the meaning set forth in the preamble hereof.


                                      -6-
<PAGE>

        "MANAGER DEFAULT" shall mean the existence of any of the events or
conditions set forth in Section 11.1 hereof beyond any applicable grace or cure
period set forth therein.

        "MANAGER REPORT" means a written completed informational statement by
Manager in the form attached hereto as Exhibit A to be provided by Manager in
accordance with the terms of this Agreement.

        "MEMBERS AGREEMENT" shall have the meaning set forth in Section 101 of
the Loan Agreement.

        "NET BOOK VALUE" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "NET CONTAINER REVENUE RECEIPTS" means, for any period of measurement,
the excess (if any) of (x) the Gross Container Revenue Receipts for such period,
over (y) the Direct Operating Expense Payments for such period.

        "NET CONTAINER REVENUES" means, for any period of measurement, the
excess (if any) of (x) the Gross Container Revenues for such period, over (y)
the Direct Operating Expenses for such period.

        "NET INCOME" means the net income of the Borrower as determined in
accordance with GAAP.

        "NOTE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "OPINION OF COUNSEL" shall have the meaning set forth in Section 101 of
the Loan Agreement.

        "OUTSTANDING" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "OUTSTANDING OBLIGATIONS" shall have the meaning set forth in Section
101 of the Loan Agreement.

        "PAYMENT DATE" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "PERMITTED LIENS" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "PERSON" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of September
18, 2002, between the Borrower and Cronos Equipment (Bermuda) Ltd., as such
agreement may be amended, modified or supplemented from time to time in
accordance with its terms.

        "PURCHASE PARAMETERS" shall have the meaning set forth in Section 1.1 of
the Members Agreement.


                                      -7-
<PAGE>

        "RESTRICTED CASH ACCOUNT" shall have the meaning set forth in Section
101 of the Loan Agreement.

        "SALES PROCEEDS" means, with respect to any Managed Container, the gross
proceeds of the sale or other disposition of such Managed Container and
insurance proceeds, if any, received by Manager in respect of a Casualty Loss
affecting such Managed Container, less:

               1. any commission, administrative fee or other amount of cash
        paid, or to be paid, in connection with such sale or other disposition
        (which shall include all handling charges incurred in connection with
        the delivery of such Managed Container to the point of sale and any cash
        paid, or to be paid, in connection with repairs in respect of damage to
        such Managed Container, as determined in the sole discretion of
        Manager), but excluding the Disposition Fee;

               2. the amount considered appropriate by Manager to provide
        reserves for the payment of taxes, insurance, repairs or other costs and
        expenses of Manager attributable to such Managed Container sold or
        otherwise disposed of; and

               3. all costs, expenses and fees paid by Manager in order to
        ensure that such Managed Container sold or otherwise disposed of
        satisfies applicable import, customs, tax and other requirements and
        restrictions and that all required permits and licenses have been
        obtained and all applicable fees paid;

provided, however, that all of the amounts referred to in subparagraphs 1, 2,
and 3 of this definition shall not include (i) any applicable rebate, (ii) any
amount described therein which is charged as a Direct Operating Expense, (iii)
any amount by which the reserves set aside under subparagraph 2 above exceed the
costs and expenses actually incurred by Manager for which such reserves were set
aside and (iv) any payment received by Manager or any Affiliate thereof from the
purchaser of the relevant Managed Container or any other Person in partial or
full payment of such amounts (and to the extent that no such netting occurs, the
amount of any such rebate or payment shall form part of the Sales Proceeds of
the relevant Managed Container).

        "SECURITY AGREEMENT" means the Security Agreement, dated as of September
18, 2002, by Borrower in favor of the Agent.

        "STRUCTURING/ARRANGEMENT AGENT" means Fortis.

        "STRUCTURING/ARRANGEMENT FEE" shall have the meaning set forth in
Section 5.2(B) hereof.

        "SUBSIDIARY" shall have the meaning set forth in Section 101 of the Loan
Agreement.

        "TERMINATED MANAGED CONTAINER" means any Managed Container which is
subject to the terms of this Agreement on the Agreement Termination Date.

        "TEU" means twenty (20) foot equivalent units, a standard measure of the
size of a Container.


                                      -8-
<PAGE>

        "TRANSACTION DOCUMENTS" shall have the meaning set forth in Section 101
of the Loan Agreement.

        "TRUST ACCOUNT" shall have the meaning set forth in Section 101 of the
Loan Agreement.

        "WARRANTY PURCHASE AMOUNT" shall have the meaning set forth in Section
1.1 of the Purchase Agreement.

Other capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Loan Agreement or, if not defined therein, as defined
in the Security Agreement.

2.      APPOINTMENT/AGENCY.

        2.1 Upon the terms and conditions hereinafter provided, Borrower hereby
        appoints Cronos Containers (Cayman) Ltd. for the term set forth in
        Section 10 hereof to (A) administer the Borrower's business, including
        performance of all of Borrower's duties and observance of all of
        Borrower's obligations under this Agreement, the Loan Agreement and the
        Security Agreement (the functions described in this Section (A)
        collectively, the "Administrative Functions") and (B) operate, lease and
        manage the Managed Containers on behalf of Borrower (the functions
        described in this Section (B) collectively, the "Management Functions").
        In furtherance of the foregoing, the Borrower hereby grants to Manager
        the authority to enter into, administer and terminate Leases, to sell,
        transfer or otherwise dispose of the Managed Containers, to collect
        monies and make disbursements on behalf of Borrower, and to manage its
        finances. By executing this Agreement, Cronos Containers (Cayman) Ltd.
        hereby accepts such appointment and agrees to perform the Management
        Functions and the Administrative Functions upon the terms and conditions
        herein.

        2.2 The Borrower shall at all times retain full legal and equitable
        title to the Managed Containers, notwithstanding the management thereof
        by Manager hereunder. Manager shall not make reference to or otherwise
        deal with or treat the Managed Containers in any manner except in
        conformity with this Section 2.2.

        2.3 Manager shall ensure that the Managed Containers shall carry livery
        and other such markings as may be required for their operation in the
        marine shipping service including, for each Managed Container, the
        Container Identification Number of that Managed Container.

3.      DUTIES/RIGHTS OF MANAGER.

        3.1 (a) Manager shall operate, manage, lease and administer the Managed
        Containers as part of its Fleet and shall perform all managerial and
        administrative functions and provide or arrange for the provision of all
        services of any nature which it considers necessary or desirable to
        fulfill the Management Functions. Without prejudice to the generality of
        the foregoing, Manager shall:


                                      -9-
<PAGE>

                (i) seek Lessees, arrange for the leasing and enter into Leases
                as lessor in its capacity of the agent of the Borrower, and
                decide the identity of each Lessee, the period of each Lease,
                the rental or other sums payable thereunder, and the form and
                content of each Lease;

                (ii) perform on behalf of Borrower the obligations of the lessor
                under the Leases;

                (iii) exercise all rights of the lessor under the Leases,
                including, without limitation, in the name of Manager, the
                invoicing and collection of rental and other payments due from
                Lessees;

                (iv) take any actions Manager deems necessary to ensure
                compliance by Lessees with the terms of their Leases;

                (v) log interchanges of the Managed Containers including the
                return and re-lease of Managed Containers from depots;

                (vi) inspect, repair, maintain, service and store the Managed
                Containers to the extent Manager deems necessary for the
                purposes of this Agreement, to comply with the Leases and in
                accordance with Manager's maintenance and repair standards for
                its Fleet;

                (vii) sell (either outright or through lease/purchase
                arrangements) Managed Containers in the ordinary course of its
                business, including the Manager's sell/repair decision-making
                procedures that are from time to time in effect; provided that,
                after giving effect to sale no Asset Base Deficiency would then
                result;

                (viii) obtain insurance in accordance with the provisions of
                Section 9 hereof and in respect of any matters which Manager
                considers necessary or prudent, including, without limitation,
                public liability insurance;

                (ix) follow such credit policies with respect to the leasing of
                the Managed Containers as it follows from time to time with
                respect to its Fleet and, subject to such credit policies,
                Manager may, in its sole discretion, (a) determine and approve
                the creditworthiness of any Lessee (but Manager makes no
                representation and warranty to Borrower as to the solvency or
                financial stability of any Lessee), (b) determine that any
                amount due from any Lessee is not collectible, (c) institute and
                prosecute legal proceedings against a Lessee as permitted by
                applicable law, (d) terminate or cancel any Lease, (e) recover
                possession of Managed Containers from any Lessee, (f) settle,
                compromise or release any proceeding or claim against a Lessee
                in the name of Manager or, if appropriate, in the name of
                Borrower, or (g) reinstate any Lease;


                                      -10-
<PAGE>

                (x) ensure that each Managed Container carries its Container
                Identification Number and other markings as may be required for
                its operation in marine and intermodal shipping;

                (xi) institute and prosecute claims against the manufacturers of
                the Managed Containers as Manager may consider advisable for
                breach of warranty, any defect in condition, design, operation
                or fitness or any other non-conformity with the terms of
                manufacture and/or the related sale agreement; and

                (xii) prepare and deliver the reports required pursuant to
                Section 7 hereof.

            (b) In discharging the Administrative Functions, Manager shall
            perform the following tasks:

                (i) contract for the services included in the definition of the
                term "Borrower Expenses" and arrange for the Borrower to pay
                such amounts in accordance with the terms of the Loan Agreement;

                (ii) prepare and file all tax returns required to be filed by
                Borrower, and arrange for the payment by the Borrower of all
                taxes incurred by Borrower as a Borrower Expense;

                (iii) in its sole discretion and in accordance with its normal
                business practices, direct the Agent, in accordance with the
                terms of the Loan Agreement, as to which Eligible Investments it
                shall invest funds held in the Trust Account and the Restricted
                Cash Account;

                (iv) enter into Interest Rate Hedge Agreements on Borrower's
                behalf from time to time in accordance with the provisions of
                the Loan Agreement;

                (v) maintain Borrower's financial books and records and prepare
                Borrower's financial statements;

                (vi) notify each Lender and the Agent of any change in the
                location of Borrower's books and records; and

                (vii) arrange for such secretarial, accounting, administrative,
                financial, technical, research, consulting and legal services
                (other than legal services which would be a Direct Operating
                Expense) as the Borrower may require from time to time (it being
                understood that such consulting and legal services constitute
                Borrower Expenses).

        Nothing contained in this Section 3.1(b) shall be construed as an
        obligation of the Manager to pay Borrower Expenses from its own funds.


                                      -11-
<PAGE>

        3.2 In performing its Management Functions pursuant to this Agreement,
        Manager shall operate the Fleet in accordance with its reasonable
        business practice and without preference to ownership thereof, and no
        preference will be afforded for or against the Managed Containers.
        Subject to the provisions of this Section 3.2 and the express terms of
        the Transaction Documents, Manager shall have absolute discretion as to
        the manner of performance of its duties and the exercise of its rights
        under this Agreement.

        3.3 [Reserved].

4.      AUTHORITY/CONSENTS.

        Borrower confers on Manager all such authorities and grants all such
consents as may be necessary for Manager's performance of its duties under this
Agreement, and will, at the request of Manager, confirm any such authorities and
consents to any third parties, execute such other documents and do such other
things as Manager may reasonably request for the purpose of giving full effect
to this Agreement and enabling Manager to carry out its duties hereunder.

5.      REMUNERATION.

        5.1 In consideration of Manager providing the Management Functions and
        the Administrative Functions, the Borrower shall pay to Manager on each
        Payment Date for the immediately preceding Collection Period a fee (the
        "Management Fee") in an amount equal to the product of (i) the aggregate
        Net Container Revenues for such Collection Period, multiplied by (ii)
        eight percent (8.0%). The Management Fee shall be payable from amounts
        on deposit in the Trust Account in accordance with the terms and
        conditions of Section 302 of the Loan Agreement.

        5.2 In connection with each acquisition of a container by the Borrower
        pursuant to the provisions of Section 3.3 herein, the Borrower shall pay
        to the Person(s) set forth below on the date of such acquisition:

                 (A) to the Acquisition Agent, a fee (the "Acquisition Fee") in
            an amount equal to the product of (x) one and one quarter percent
            (1.25%) and (y) the sum of the vendor's or manufacturer's invoice
            price of such Container and all reasonable and customary inspection,
            transport, and initial positioning costs necessary to put such
            container in service; and

                 (B) to the Structuring/Arrangement Agent, a fee (the
            "Structuring/Arrangement Fee") in an amount equal to the product of
            (x) one and one quarter percent (1.25%) and (y) the sum of the
            vendor's or manufacturer's invoice price of such Container and all
            reasonable and customary inspection, transport, and initial
            positioning costs necessary to put such container in service.

Each of the Acquisition Fee and the Structuring/Arrangement Fee shall be added
to the purchase price of the related Containers and shall be paid by the
Borrower on the date on which such Container is acquired by the Borrower.


                                      -12-
<PAGE>

        5.3 In connection with each sale or other disposition of a Managed
        Container by the Borrower, the Borrower shall pay to the Manager on each
        Payment Date a fee (the "Disposition Fee") that is equal to the product
        of (x) five percent (5%) and (y) the Sales Proceeds (exclusive of any
        repair allowances) with respect to each sale of a Managed Container in
        the immediately preceding Collection Period provided that such Sales
        Proceeds exceeds the Net Book Value of the related Managed Container on
        the date of disposition thereof. All such Disposition Fees earned in any
        Collection Period shall be payable on the immediately succeeding Payment
        Date from amounts on deposit in the Trust Account in accordance with the
        provisions of Section 302 of the Loan Agreement.

6.      PAYMENTS TO/FROM BORROWER.

        6.1 The Manager shall remit to the Trust Account on a weekly basis all
        Net Container Revenue Receipts actually received for the immediately
        preceding calendar week.

        6.2 Manager's obligation under this Agreement to deposit Net Container
        Revenue Receipts to the Trust Account in accordance with the provisions
        of Section 6.1 shall be absolute and unconditional and all payments
        thereof shall be made free and clear of and without any deduction for or
        on account of any set-off or counterclaim or any circumstance,
        recoupment, defense or other right which Manager may have against
        Borrower or any other Person for any reason whatsoever (whether in
        connection with the transactions contemplated hereby or any other
        transactions), including, without limitation, (i) any defect in title,
        condition, design or fitness for use of, or any damage to or loss or
        destruction of, any Managed Container, (ii) any insolvency, bankruptcy,
        moratorium, reorganization or similar proceeding by or against Manager
        or any other Person or (iii) any other circumstance, happening or event
        whatsoever, whether or not unforeseen or similar to any of the
        foregoing.

        6.3 All payments hereunder shall be made in United States Dollars by
        wire transfer of immediately available funds prior to 3:00 P.M., London
        time, on the date of payment.

7.      COVENANTS OF MANAGER.

        7.1 On or prior to each Determination Date, Manager shall deliver to the
        Borrower, the Agent and each Lender, in the format which Manager uses
        for its Fleet, a report as to the Managed Containers reporting: (a)
        utilization rates; (b) average lease rates; (c) receivables aging; and
        (d) the collections (such report, a "Monthly Lease Report").

        7.2 On or prior to each Determination Date, Manager will deliver a
        Manager Report to each of the Borrower, the Agent and each Lender.

        7.3 On or prior to (i) each Determination Date and (ii) any date on
        which an Advance is made to Borrower under the Loan Agreement, Manager
        will deliver to Borrower, the Agent and each Lender an Asset Base
        Certificate, calculated using the data available to Manager (x) with
        respect to the Asset Base Certificate delivered on each Determination
        Date, as of the end of the immediately preceding Collection Period, and
        (y) with respect


                                      -13-
<PAGE>

        to the Asset Base Certificate delivered on each advance date, as of the
        date of such Asset Base Certificate and after giving effect to such
        advance.

        7.4 Manager shall provide to each of the Borrower, the Agent and each
        Lender an annual confirmation of the renewal of insurance required by
        Section 9.2 hereof within forty-five (45) days of each such renewal.

        7.5 Manager shall provide, in the form which Manager uses for its own
        operations, any other reports and information available with respect to
        the Managed Containers reasonably requested by the Borrower, the Agent
        or any Lender.

        7.6 Manager shall maintain, at the office of its Affiliate, Cronos
        Containers Limited, located at The Ice House, Dean Street, Marlow,
        Buckinghamshire SL7 3AB, England, such books and records (including
        computer records) with respect to the Managed Containers as it maintains
        for the Fleet and the leasing thereof, including a computer database
        including the Managed Containers (containing sufficient information to
        generate the List of Containers and the reports required to be delivered
        pursuant to this Agreement), any Leases relating thereto, the Lessees
        (if on-hire) or location (if off-hire), and their Net Book Value.
        Manager shall notify the Borrower, the Agent and each Lender of any
        change in the location of Manager's books and records.

        7.7 Upon reasonable request, Manager shall make available (and cause any
        of its Affiliates engaged in the management of the Managed Containers to
        be made available) to Borrower, the Agent and each Lender, for
        inspection and copying, its books, records and reports relating to the
        Managed Containers and copies of all Leases or other documents relating
        thereto, all in the format which Manager uses for the Fleet. Such
        inspections shall be conducted during normal business hours and shall
        not unreasonably disrupt Manager's business. Manager shall grant the
        Agent, the Borrower and each Lender access to Manager's computer systems
        and data contained therein, but not copies of the software itself. The
        Borrower, the Agent and each Lender shall have the right, upon
        reasonable request, to inspect the Managed Containers at any time, upon
        reasonable notice and to the extent Manager has access thereto, subject
        to the Leases, and provided such inspection does not interfere with
        utilization of the Managed Containers in the ordinary course of
        business.

        7.8 The Manager shall provide to the Borrower, each Lender promptly
        after each shall become available, all of the following: (i) written
        notice of any material change in the Manager's credit and collection
        policy (which determination shall be made in the reasonable discretion
        of the Manager), and (ii) summaries of all management letter comments
        relating to the Borrower or Manager issued by the independent
        accountants of the Borrower or Manager (as the case may be) to the board
        of the directors of the Borrower or Manager (as the case may be) or any
        of its committees that the Borrower or the Manager, in its sole
        discretion, deems material.

        7.9 The Manager will deliver to the Borrower, the Agent and each Lender:


                                      -14-
<PAGE>

             (i) Immediately upon becoming aware of the existence of any
             condition or event which constitutes a Manager Default or which,
             with notice and lapse of time, would become a Manager Default, a
             written notice describing its nature and period of existence and
             what action the Manager is taking or proposes to take with respect
             thereto;

             (ii) As applicable and promptly upon their becoming available, one
             copy of each report (including reports on Form 8-K, 10-K and 10-Q),
             definitive proxy statement, registration statement (upon it
             becoming effective), definitive prospectus and notices that the
             Manager for and on behalf of Borrower, filed with or delivered to
             any securities exchange or the Securities and Exchange Commission
             or any successor agency; and

             (iii) Promptly upon the Manager's becoming aware of:

                   (x) any threatened or pending investigation of it by any
                   Governmental Authority or agency, or

                   (y) any threatened or pending court or administrative
                   Proceeding which individually or in the aggregate involves
                   the possibility of materially and adversely affecting a
                   material portion of the Managed Containers or the business or
                   financial conditions of the Manager,

        a written notice specifying the nature of such investigation or
        proceeding and what action the Manager is taking or proposes to take
        with respect thereto and evaluating its merits.

        7.10 The Manager shall furnish or cause to be furnished to each Person
        who is identified by the Agent to the Manager as a Person who was a
        Lender at any time during such year and to the Agent, within a
        reasonable time after the end of each calendar year, a report setting
        forth the amount of principal and interest paid on each Note during such
        year and such other customary factual information as any Lender
        reasonably requests from time to time, to enable Lenders to prepare
        their tax returns. In addition, if any class of Notes are issued with
        original issue discount, the Manager shall provide or cause to be
        provided to the IRS and the Lenders information statements with respect
        to original issue discount as required by the Code or as such Lenders
        may reasonably request from time to time.

        7.11 The Manager shall provide to each of the Members (as defined in the
        Members Agreement) each of the financial reports required pursuant to
        the Members Agreement.

        7.12 The Manager shall deliver to the Agent and each Lender:

             (i) Annual Statements -- within 120 days after the end of each
             fiscal year of each of the Borrower and The Cronos Group, one copy
             of:

                 (a) the balance sheet of the Borrower and the consolidated
                 balance sheet of The Cronos Group and its consolidated
                 subsidiaries, at the end of such fiscal year; and


                                      -15-
<PAGE>

                 (b) statements of income, retained earnings and cash flows of
                 the Borrower and the consolidated statements of income,
                 retained earnings and cash flows of The Cronos Group and its
                 consolidated subsidiaries for the fiscal year then ended,

        setting forth in each case in comparative form the figures for the
        previous fiscal year, all in reasonable detail and, in the case of The
        Cronos Group, accompanied by an opinion of a firm of independent
        certified public accountants of recognized national standing, stating
        that such financial statements present fairly in all material respects
        the financial condition of The Cronos Group and its consolidated
        subsidiaries and have been prepared in accordance with generally
        accepted accounting principles consistently applied (except for changes
        in application in which such accountants concur and footnote), and that
        the examination of such accountants in connection with such financial
        statements has been made in accordance with generally accepted auditing
        standards;

             (ii) Quarterly Statements -- within 60 days after the end of each
             fiscal quarter of each of the Borrower and The Cronos Group, one
             copy of:

                   (a) the balance sheets of the Borrower and the consolidated
                   balance sheets of The Cronos Group and its consolidated
                   subsidiaries, at the end of such fiscal quarter; and

                   (b) the statements of income, retained earnings and cash
                   flows of the Borrower and the consolidated statements of
                   income, retained earnings and cash flows of The Cronos Group
                   and its consolidated subsidiaries for the fiscal quarter and
                   that portion of the fiscal year then ended, setting forth in
                   each case in comparative form the figures for the equivalent
                   timeframe for the previous year;

             (iii) SEC and Other Reports -- promptly upon their becoming
             available, one copy of each report (if any), definitive proxy
             statement, registration statement (upon it becoming effective) and
             definitive prospectus filed by The Cronos Group or the Borrower
             with or delivered to any securities exchange or the Securities and
             Exchange Commission or any successor agency; and

             (iv) Requested Information -- with reasonable promptness, but in
             any event within two calendar weeks of the date requested, (A) any
             data and information so requested and (B) any other publicly
             available information with respect to The Cronos Group, in each
             case as may be requested from time to time by the Agent or any
             Lender.

        7.13 The Manager shall deliver to each of the Borrower, the Agent and
        each Lender, within sixty (60) days after the end of each fiscal
        quarter, one copy of:

             (i) a certificate setting forth the calculation of EBIT Ratio of
             the Borrower as of such quarter end;


                                      -16-
<PAGE>

             (ii) a certificate setting forth the financial calculations for The
             Cronos Group set forth in Section 11.1(p) and 11.1(r) hereof as of
             such quarter end; and

             (iii) certificate setting forth the Weighted Average Age of the
             Managed Containers as of such quarter end.

        7.14 Manager shall not, without the prior written consent of the Agent
        amend, modify or terminate the lease agent agreement between the Manager
        and Cronos Containers Limited that is in effect on the Closing Date;
        provided, however, that the Manager and Cronos Containers Limited may
        modify the fee arrangements set forth in the lease agent agreement
        without the prior written consent of the Agent.

        7.15 The Manager shall at all times comply with the Purchase Parameters,
        as such Purchase Parameters may be amended or otherwise modified from
        time to time. The Borrower shall provide the Manager with a copy of the
        Purchase Parameters as in effect on the date hereof and shall promptly
        provide to the Manager a copy of all amendments thereto, together with
        evidence satisfactory to the Manager as to the approval by the board of
        directors of the Borrower of each such amendment.

        7.16 The Manager shall, at the Borrower's sole cost and expense and
        solely to the extent that the Agent has not made such filings, execute
        and file UCC financing statements, short form grants, charges and other
        documents, and take such other action, in such manner and in such places
        as may be required pursuant to Applicable Law or as may be reasonably
        requested by the Agent, or any Lender to preserve, maintain, perfect,
        continue and protect the first priority perfected security interest of
        the Agent, on behalf of the Lenders, in the Collateral. The Manager or
        an Affiliate thereof is holding the Leases (to the extent, but only to
        the extent that, such Leases relate to the Managed Containers) on behalf
        of, and for the benefit of, the Agent, on behalf of the Lenders. None of
        such Leases shall have any marks or notations indicating that they have
        been pledged assigned or otherwise conveyed to any Person other than the
        Agent, on behalf of the Lenders.

8.      WARRANTY.

        8.1 THE MANAGED CONTAINERS ARE BEING DELIVERED BY BORROWER TO MANAGER
        "AS IS". BORROWER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
        IMPLIED, WITH RESPECT TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR
        ANY PARTICULAR PURPOSE OF THE MANAGED CONTAINERS, THE ABSENCE OF LATENT
        OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE ABSENCE OF
        OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER
        REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.

        8.2 MANAGER WARRANTS THAT IT WILL CARRY OUT ITS SERVICES WITH REASONABLE
        CARE AND SKILL. THIS EXPRESS WARRANTY IS IN LIEU OF ALL OTHER
        WARRANTIES, WHETHER EXPRESS OR IMPLIED. UNDER NO CIRCUMSTANCES SHALL
        MANAGER HAVE ANY LIABILITY TO BORROWER FOR ANY SPECIAL, INDIRECT OR
        CONSEQUENTIAL DAMAGES.


                                      -17-
<PAGE>

9.      INSURANCE.

        9.1 Manager shall require each Lessee of a Managed Container and depot
        owners in which a Managed Container is stored to place and maintain a
        primary insurance policy covering the Managed Containers against all
        normally insurable risks (including, but not limited to, liability and
        property casualty insurance) in amounts and on terms agreed to by
        Manager. The amount of insurance coverage maintained by each Lessee
        shall be in the sole discretion of Manager; provided, however, that the
        amount and terms and conditions of such insurance shall be no less than
        that required generally by Manager with respect to other Containers in
        the Fleet of a similar type used in a similar manner by similar Lessees.

        9.2 Manager shall place and maintain secondary insurance covering
        physical loss, damage and liability coverage to the Managed Containers
        in addition to and payable only upon the failure of the primary coverage
        (as referred to in Section 9.1 hereof) upon such terms and in such
        amounts, and with such deductibles, as shall be determined by Manager in
        its sole discretion; provided, however, that the amount and terms and
        conditions of such insurance shall be no less than that required
        generally by Manager with respect to other Containers in the Fleet of a
        similar type used in a similar manner by similar Lessees. Such insurance
        shall cover physical damage to the Managed Containers while on land,
        afloat, in transit or at rest anywhere in the world and liability for
        damage to person or property for limits of at least $2 million per
        occurrence. Any such casualty insurance shall be endorsed with a loss
        payable clause in favor of Agent with respect to the Managed Containers,
        and any such liability insurance shall name the Agent and each Lender as
        an additional insured. As soon as practicable and in any event not later
        than 30 days following the lapse or loss of coverage provided by such
        secondary insurance, Manager shall give notice to Borrower and the Agent
        that such secondary insurance is no longer in place with respect to the
        Managed Containers. Notwithstanding the foregoing, Manager shall not be
        required to maintain such secondary insurance unless such insurance is
        available in the London commercial insurance market on terms and at
        premium levels that are considered commercially reasonable by owners or
        operators of containers in the marine cargo container industry.

        9.3 Manager or its Affiliates may include the insurance required
        hereunder in policies covering the entire Fleet, in which event the cost
        thereof shall be apportioned between Borrower and the other container
        owners on a pro rata basis according to proportion that the TEU of the
        Managed Containers bears to the TEU of the total Containers in the
        Fleet. All insurance premiums, including any premiums paid to Affiliates
        of Manager, payable under such policies in the event of any loss shall
        be included in Direct Operating Expense Payments on such basis.

        9.4 Borrower hereby irrevocably appoints Manager as the agent of
        Borrower for the purpose of receiving all monies payable under such
        policy or policies of insurance as described in Sections 9.1 and 9.2
        hereof, whether effected by Manager, depots or Lessees, and Manager may
        give a good discharge therefor to the insurance company for all such
        monies.


                                      -18-
<PAGE>

10.     TERM; RESIGNATION BY MANAGER.

        10.1 This Agreement shall come into force on the date hereof and,
        subject to the provisions of Section 11 hereof, shall continue in force
        with respect to a Managed Container until the earliest to occur of (i)
        the destruction or loss of such Managed Container by its Lessee or other
        third party, (ii) the sale or other disposition of such Managed
        Container by Manager pursuant to the terms of this Agreement, (iii) the
        date on which such Managed Container is repurchased or replaced pursuant
        to the terms of the Purchase Agreement, and (iv) the Agreement
        Termination Date.

        10.2 The Manager may not resign from its obligations and duties as
        Manager hereunder, except (i) with the prior written consent of the
        Borrower and the Agent or (ii) upon a determination by the Manager that
        the performance by Manager of its duties under this Agreement is no
        longer permissible under applicable law, which determination shall be
        evidenced by an Opinion of Counsel, in form and substance reasonably
        satisfactory to the Borrower and the Agent, to such effect delivered to
        the Agent and each Lender. No such resignation shall, to the extent
        consistent with Applicable Law, become effective until the Back-up
        Manager has assumed the responsibilities of the resigning Manager in
        accordance with the terms of this Agreement and the other Transaction
        Documents.

11.     MANAGER DEFAULT.

        11.1 The existence of any of the following events or conditions beyond
        any applicable grace and/or cure period shall constitute a Manager
        Default:

             (a) Manager shall fail to (i) make any deposit to the Trust Account
             within three (3) Business Days after the due date thereof, or (ii)
             deliver a Manager Report or an Asset Base Certificate within three
             (3) Business Days after the due date thereof or (iii) deliver any
             of the financial statements set forth in Section 7.12 hereof within
             ten (10) days after the required timeframes specified therein;

             (b) Manager shall fail to carry and maintain (or cause to be
             carried and maintained) liability insurance and, to the extent such
             insurance is available on commercially reasonable terms, physical
             loss and damage insurance with respect to the Managed Containers in
             accordance with the requirements of Section 9 hereof for a period
             of more than thirty (30) days from the earlier to occur of (A) an
             officer of Manager obtaining actual knowledge of such failure and
             (B) receipt of written notice by an officer of Manager of such
             failure;

             (c) Manager shall consent to the appointment of or taking
             possession of all or a substantial part of its property by a
             receiver, encumbrancer, liquidator or similar official, or shall
             admit in writing its inability to pay its debts generally as they
             become due, or shall make a general assignment for the benefit of,
             or a composition with, all or some of its creditors, or shall
             voluntarily commence any proceeding seeking liquidation,
             reorganisation or other relief with respect to itself or its debts
             under any bankruptcy, insolvency or other similar law, or being


                                      -19-
<PAGE>

             unable to pay its debts as they fall due shall commence
             negotiations with any one or more of its creditors with a view to
             the general readjustment or rescheduling of its indebtedness;

             (d) any covenant (to the extent not otherwise addressed in this
             Section 9), agreement or statement made by Manager in this
             Agreement or in any notice or other document, certificate or
             statement delivered by it pursuant hereto (including any Manager
             Report or Asset Base Certificate) or in connection herewith or
             therewith the breach or non-performance of which is reasonably
             likely have a material and adverse effect on the Borrower, Agent or
             Noteholders and (where capable of remedy) such defect has not been
             remedied within 30 days of the earlier to occur of (A) an officer
             of Manager obtaining actual knowledge of such failure and (B)
             receipt of written notice by Manager of such failure;

             (e) any representation or warranty made by Manager in this
             Agreement or in any notice or other document, certificate or
             statement delivered by it pursuant hereto (including any Manager
             Report or Asset Base Certificate) or in connection herewith or
             therewith the breach or non-performance of which is reasonably
             likely to have a material and adverse effect on the Borrower, Agent
             or Noteholders and (where capable of remedy) such defect has not
             been remedied within 30 days of the earlier to occur of (A) an
             officer of Manager obtaining actual knowledge of such failure and
             (B) receipt of written notice by Manager of such failure;

             (f) a receiver, receiver and manager, liquidator, provisional
             liquidator, administrator or other similar person shall be
             appointed for Manager or a substantial part of its assets or any
             resolution of the directors or shareholders of Manager shall be
             passed or a petition shall be lodged for the purpose of such
             appointment which shall not be revoked or set aside within 60 days
             of being passed or lodged;

             (g) Manager shall be insolvent or unable to pay its debts when they
             fall due, or Manager shall stop, suspend or threaten to stop or
             suspend payment of all or a material part of its debts or a
             moratorium is agreed or declared in respect of or affecting all or
             a material part of (or a particular type of) Manager's debts;

             (h) a distress, attachment, execution or other legal process shall
             be levied or enforced against the assets of Manager that has a
             material adverse effect on the Borrower, Agent or Noteholders, such
             determination to be made in the sole discretion of the Noteholders,
             which shall not be revoked or set aside within 60 days of being
             passed or lodged;

             (i) a person entitled to the benefit of any mortgage, charge or
             other encumbrance shall take possession of all or a material part
             of the assets of Manager;


                                      -20-
<PAGE>

             (j) the Independent Accountant of The Cronos Group shall resign or
             otherwise be replaced and shall not have been replaced by a
             replacement independent accountant within sixty (60) days after the
             date of resignation or replacement;

             (k) judgments, which individually or in the aggregate exceed
             $1,000,000, are rendered against The Cronos Group, and which remain
             unpaid and are unstayed on appeal, undischarged, unbonded or
             undismissed for a period of thirty (30) days after the entry
             thereof;

             (l) the institution of any legal proceeding against the Manager or
             any Affiliate, which, if determined adversely, would in the
             reasonable judgment of the Agent (after consultation with counsel,
             including counsel for the Manager) is reasonably likely to have a
             material adverse effect on the ability of the Manager to perform
             its obligations hereunder;

             (m) the return of Stefan M. Palatin in a management position with
             the Manager or any of its Affiliates;

             (n) except as permitted by Sections 13 and 21.5 hereof, Manager
             assigns its interest under this Agreement;

             (o) the Manager or The Cronos Group shall fail to pay any principal
             of, premium or interest on or any other amount payable in respect
             of any Indebtedness that is outstanding in a principal or notional
             amount of at least Two Million Dollars ($2,000,000), either
             individually or in the aggregate, when the same becomes due and
             payable (whether by scheduled maturity, required prepayment,
             acceleration, demand or otherwise), and such failure shall continue
             after the applicable grace period, if any, specified in the
             agreement or instrument relating to such Indebtedness and provided
             further that such payment default shall be determined without
             giving effect to any permanent or temporary (i) extensions of
             applicable grace periods which in aggregate exceed sixty (60) days
             or (ii) waivers or forbearances which in the aggregate exceed sixty
             (60) days; or any other event shall occur or condition shall exist
             under any agreement or instrument relating to any such Indebtedness
             and shall continue after the applicable grace period, if any,
             specified in such agreement or instrument and provided further that
             any such event or condition shall be determined without giving
             effect to any permanent or temporary (i) extensions of applicable
             grace periods which in aggregate exceed sixty (60) days or (ii)
             waivers or forbearances which in aggregate exceed sixty (60) days,
             if the effect of such event or condition is to accelerate, or to
             permit the acceleration of (regardless of whether such amounts are
             actually accelerated), the maturity of such Indebtedness or
             otherwise to cause, or to permit the holder thereof to cause, such
             Indebtedness to mature; or any such Indebtedness shall be declared
             to be due and payable or required to be prepaid (other than by a
             regularly scheduled prepayment) or redeemed, purchased or defeased,
             or an offer to prepay, redeem, purchase or defease such
             Indebtedness shall be required to be made, in each case, prior to
             the stated maturity thereof;


                                      -21-
<PAGE>

             (p) 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 Million
             Dollars ($40,000,000) 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, 2000;

             (q) a Change of Control shall occur with respect to The Cronos
             Group, unless all of the following conditions are satisfied after
             giving effect to such Change of Control: (A) The Cronos Group is
             the surviving entity of such sale, conveyance, contribution,
             transfer or lease of all, or substantially all, of its assets to
             any Person, (B) no Manager Default (or event or condition which
             with the giving of notice or the passage of time or both would
             become a Manager Default) would occur after giving effect to such
             Change of Control and (c) after giving effect to such Change of
             Control, The Cronos Group has a Consolidated Tangible Net Worth
             greater than or equal to its Consolidated Tangible Net Worth at the
             end of the fiscal quarter immediately preceding such Change of
             Control; or

             (r) the EBIT Ratio (measured on a consolidated basis) of The Cronos
             Group shall be less than 1.05:1.0, as calculated on a rolling
             six-quarter basis, as of the end of any fiscal quarter.

        11.2 If a Manager Default shall have occurred and be continuing, the
        Agent (if any amounts owing pursuant to the Loan Agreement are still
        outstanding) or, in all other cases, the Borrower, shall have the right
        in its discretion, in addition to any other rights or remedies that it
        may have under any Applicable Law or in equity, (i) to immediately
        terminate this Agreement with respect to all Managed Containers then
        subject to the terms of this Agreement, (ii) subject to any right of
        quiet enjoyment of a Lessee under any Managed Container then on lease,
        to repossess the Managed Containers wherever located (at Borrower's sole
        cost and expense unless more than 5% of the Managed Containers are
        located at a single depot in which case Manager shall bear the cost and
        expense of the repossession of such Managed Containers that exceed 5% of
        the total number of Managed Containers in the Fleet), and (iii) to take
        any other such action as the Borrower or the Agent, as the case may be,
        deems appropriate under the circumstances, including assigning this
        Agreement to the Back-up Manager or any other Person designated by the
        Agent. Notwithstanding such termination pursuant to the provisions of
        this Section 11.2, Borrower shall continue to receive from the
        terminated Manager all Net Container Revenue Receipts due hereunder
        until such repossession is effected and the Lessees make payments with
        respect to the Managed Containers to the Back-up Manager.

        11.3 Upon any termination of this Agreement as aforesaid, Manager shall
        cooperate with Borrower in transferring management of the Managed
        Containers to the Back-up Manager or any other Person designated by the
        Agent. Such cooperation shall include, without limitation, making
        available books and records (including computer records) pertaining to
        Manager's activities hereunder (including the status and location of
        each Managed Container), promptly notifying Lessees of the repossession
        of the Managed


                                      -22-
<PAGE>

        Containers by Borrower and/or the Back-up Manager, transferring funds
        belonging to Borrower to such accounts as are designated by Borrower
        and/or the Back-up Manager and taking any other action as may be
        reasonably requested by Borrower and/or the Back-up Manager to ensure
        the orderly transfer and repossession of the Managed Containers to
        Borrower or its designee. The Manager shall promptly remit to the
        Back-up Manager or such other Person as the Agent shall designate all
        payments received from the Lessees with respect to the Managed
        Containers after the Agreement Termination Date. The Manager hereby
        agrees to transfer to the Back-up Manager copies of its electronic
        records and all other records, correspondence and documents relating to
        the Managed Containers in the manner and at such times as the Back-up
        Manager shall reasonably request and do any and all other acts or things
        necessary or appropriate to effect the purposes of termination.

        11.4 During the period commencing on the date on which the Borrower
        acting at the direction of the Agent have terminated this Agreement, a
        firm of Independent Accountants reasonably satisfactory to the Borrower,
        acting at the direction of the Agent, will review for each month the
        Manager's calculation of the Net Container Revenue Receipts. The
        reasonable expense of such accountants shall be for the account of the
        replaced Manager. Such Independent Accountants will provide a report to
        the Agent, each Lender, the Manager and the Borrower, coincident with
        the delivery of each Manager Report, as to the conformity of such
        calculations with the terms of the Manager Report.

        11.5 Manager, irrevocably and by way of security to Borrower for the
        obligations of Manager herein, appoints Borrower to be its
        attorney-in-fact in the event that Manager Default shall have occurred
        and be continuing (with full power to appoint substitutes and to
        delegate, including power to authorize the Person so appointed to make
        further appointments) on behalf of Manager and in its name or otherwise
        to execute any document, with power to date the same, and to give any
        notice and to do any act or thing which Manager is obliged to execute or
        do, under this Agreement or otherwise, and which Manager fails to do
        after reasonable request therefor by Borrower; and any person appointed
        as the substitute or delegate of Borrower shall, in connection with the
        exercise of the said power of attorney, be the agent of Manager. Manager
        hereby ratifies and confirms and agrees to ratify and confirm whatever
        any such attorney shall do or propose to do in the exercise or purported
        exercise of all or any of the powers, authorities and discretion
        referred to in this paragraph.

        11.6 Upon the occurrence of a Manager Default, Manager and Borrower
        shall take reasonable direction in accordance with this Agreement from,
        and fully cooperate with, Agent. The prior written consent of the Agent
        must be obtained in order to waive any Manager Default or any or all of
        its consequences. Upon any such waiver of a past default, such default
        shall cease to exist, and any default arising therefrom shall be deemed
        to have been remedied for every purpose of this Agreement. No such
        waiver shall extend to any subsequent or other default or impair any
        right consequent thereon except to the extent expressly so waived.


                                      -23-
<PAGE>

        11.7 In no event shall Manager be required to act in any manner
        inconsistent with the rights of Lessees under any Leases related to the
        Managed Containers.

        11.8 Termination of this Agreement shall be without prejudice to the
        rights and obligations of the parties which have accrued prior to such
        termination; provided, however, that any amount then due to Manager
        shall be reduced by the reasonable and necessary out-of-pocket costs
        incurred by Borrower, the Agent and the Back-up Manager in connection
        with the removal and replacement of Manager.

12.     NON-EXCLUSIVITY.

        During the term of this Agreement, Manager may provide services (similar
or dissimilar) directly or indirectly to any other Person or on behalf of any
other Person.

13.     SUB-CONTRACTORS AND AGENTS.

        Borrower hereby consents to and agrees that, in performing its duties
hereunder, Manager may further contract with its Affiliates or Subsidiaries to
provide any or all services to be provided by Manager, provided that Manager
shall remain primarily liable for all services which its Affiliates have
contracted to perform. Borrower further consents to and agrees that Manager
shall be entitled to appoint subcontractors or agents who are not its Affiliates
or Subsidiaries to carry out any portion of its duties hereunder; provided,
however, that (i) Manager shall remain primarily liable for all such services
and (ii) the Agent shall have given its prior written consent to each such
appointment.

14.     LIENS.

        Manager agrees not to create, incur, assume or grant, or suffer to
exist, directly or indirectly, any lien, security interest, pledge or
hypothecation of any kind on or concerning the Managed Containers, title thereto
or any interest therein or in this Agreement to any Person other than Borrower,
except (i) liens for taxes not yet due or being contested in good faith by
appropriate proceedings so long as such proceedings do not involve any material
danger of the sale, forfeiture or loss of any Managed Container, (ii)
materialmen's, mechanics', workmen's, repairmen's or other similar liens arising
in the ordinary course of business (including those arising under maintenance
agreements entered into in the ordinary course of business) securing obligations
that are not overdue or are being contested in good faith by appropriate
proceedings so long as such proceedings do not involve any material danger of
the sale, forfeiture or loss of any Managed Container and (iii) the Liens
created pursuant to the Transaction Documents. Manager will promptly, at its
expense, take or cause to be taken such actions as may be necessary duly to
discharge any such lien not excepted above if the same shall arise at any time.

15.     NO PARTNERSHIP.

        Nothing in this Agreement shall be deemed to constitute a partnership
between the parties hereto.


                                      -24-
<PAGE>

16.     FORCE MAJEURE.

        Neither party shall be deemed to be in breach of its obligations
hereunder nor shall it be liable to the other for any loss or damage which may
be suffered as a direct or indirect result of the performance of any of their
respective obligations being prevented, hindered or delayed by reason of any
Force Majeure circumstances. "Force Majeure circumstances" shall mean any act of
God, war, riot, civil commotion, strike, lock-out, trade dispute or labor
disturbance, accident, breakdown of plant or machinery, explosion, fire, flood,
difficulty in obtaining workmen, materials or transport, government action,
epidemic, difficulty or impossibility in obtaining access to any of the Managed
Containers, or other circumstances whatsoever outside the control of such party
affecting the performance of such party's duties hereunder.

17.     CURRENCY/BUSINESS DAY.

        17.1 All sums payable under this Agreement shall be paid in U.S.
        Dollars.

        17.2 Notwithstanding anything to the contrary contained herein, if any
        date on which a payment becomes due hereunder is not a Business Day,
        then such payment may be made on the next succeeding Business Day with
        the same force and effect as if made on such scheduled date.

18.     INDEMNIFICATION.

        18.1 Borrower shall defend, indemnify and hold Manager and its
        Affiliates and their respective shareholders, officers, directors,
        agents and employees (collectively, "Manager Indemnified Parties")
        harmless from and against any Claims or Losses (defined as including all
        claims, actions, damages, expenses, losses or liabilities, including,
        without limitation, reasonable attorneys' fees and other out-of-pocket
        expenses, incurred in defending against such Claims or Losses) asserted
        against, or incurred by, any Manager Indemnified Party and arising with
        respect to the Managed Containers or the services rendered by the
        Manager to the Borrower (including Administrative Functions and
        Management Functions) pursuant to the terms of this Agreement; provided,
        however, that the foregoing indemnity shall not apply to any Claims or
        Losses to the extent caused by, or arising from, (i) the gross
        negligence or the willful misconduct of the Manager in the case of the
        Administrative Functions, (ii) the negligence, gross negligence or
        willful misconduct of Manager in the case of the Management Functions,
        (iii) a breach by the Manager of its contractual obligations hereunder
        (other than with respect to the Administrative Functions) or (iv) any
        material misrepresentation made by the Manager herein. Manager hereby
        subordinates its claims under this Section 18.1 to all claims which have
        priority in payment under Section 302 of the Loan Agreement, and further
        agrees that any such claims shall only be payable at the times and in
        the amounts for which funds are available for such purpose pursuant to
        Section 302 of the Loan Agreement; provided, however, that no such
        subordination of the Manager shall apply to any amounts that would
        otherwise be included in the definition of Direct Operating Expense
        Payments set forth herein.


                                      -25-
<PAGE>

        18.2 Cronos Containers (Cayman) Ltd., in its capacity as the initial
        Manager, agrees to, and hereby does, indemnify and hold harmless the
        Borrower, its assignees and their respective officers, directors,
        employees and agents (each of the foregoing, an "Indemnified Party")
        against any and all liabilities, losses, damages, penalties, costs and
        expenses (including costs of defense and legal fees and expenses) which
        may be incurred or suffered by any Indemnified Party (except to the
        extent caused by the negligence or willful misconduct of any Indemnified
        Party) as a result of claims, actions, suits or judgments asserted or
        imposed against an Indemnified Party and arising out of (i) breach by
        the Manager of its covenants and obligations hereunder related to the
        Management Functions or (ii) a material breach by the Manager of its
        representations and warranties set forth in this Agreement; provided,
        however, that the indemnity obligation of Cronos Containers (Cayman)
        Ltd. pursuant to this Section 18.2 shall not extend to any
        consequential, indirect or special damages incurred by any Indemnified
        Party except for losses incurred by the Lenders under the Loan Agreement
        as a result of the conditions or events described in Sections (i) and
        (ii) of this Section 18.2. The parties hereto hereby agree that (i)
        nothing contained in this Section 18.2 shall be interpreted as an
        implicit or explicit guarantee by Cronos Containers (Cayman) Ltd. of the
        payment of the principal balance of, or accrued interest on, the Notes
        and (ii) losses on the Notes may occur for various reasons including,
        but not limited to, the financial inability of the Lessee to make rental
        payments and/or the inability of the Manager to re-lease containers in
        sufficient amounts or at sufficient rates to repay the Notes.

        18.3 The obligations of the Borrower and the Manager under Sections 18.1
        and 18.2 hereof, respectively, shall survive the termination of this
        Agreement.

19.     NO BANKRUPTCY PETITION AGAINST BORROWER.

        Manager will not, prior to the date that is one (1) year and one (1) day
after the payment in full of the aggregate Outstanding Obligations, institute
against Borrower, or join any other Person in instituting against Borrower, an
Insolvency Proceeding. This Section 19 shall survive the termination of this
Agreement.

20.     REPRESENTATIONS AND WARRANTIES.

        20.1 Manager represents and warrants to Borrower that:

             (a) The Manager is a corporation duly organized and validly
             existing and in compliance under the laws of the Cayman Islands;

             (b) The Manager has the requisite power and authority to enter into
             and perform its obligations under this Agreement, and all requisite
             corporate authorizations have been given for it to enter into this
             Agreement and to perform all the matters envisaged hereby. Upon due
             execution and delivery hereof this Agreement will constitute the
             valid, legally binding and enforceable obligation of Manager,
             subject to bankruptcy, insolvency, moratorium, reorganization and
             other laws of general applicability relating to or affecting
             creditors' rights and to general equity principles;



                                      -26-
<PAGE>

             (c) The Manager has not breached its memorandum and articles of
             association or any other agreement to which it is a party or by
             which it is bound in the course of conduct of its business and
             corporate affairs or any applicable laws and regulations of the
             Cayman Islands in such manner as would in any such case have a
             materially adverse effect on its ability to perform its obligations
             under this Agreement;

             (d) The consummation of the transactions contemplated by and the
             fulfillment of the terms of this Agreement will not conflict with,
             result in any breach of any of the terms and provisions of, or
             constitute (with or without notice or lapse of time or both) a
             default under, the memorandum and articles of association of
             Manager, or any material term of any indenture, agreement,
             mortgage, deed of trust, or other instrument to which Manager is a
             party or by which it is bound, or result in the creation or
             imposition of any Lien upon any of its properties pursuant to the
             terms of any such indenture, agreement, mortgage, deed of trust, or
             other instrument, or violate any law or any order, rule, or
             regulation applicable to Manager of any court or of any federal or
             state regulatory body, administrative agency, or other Governmental
             Authority having jurisdiction over Manager or any of its
             properties; and

             (e) There are (i) no proceedings or investigations pending, or, to
             the knowledge of Manager, threatened, before any court, regulatory
             body, administrative agency, or other tribunal or Governmental
             Authority (A) asserting the invalidity of this Agreement, (B)
             seeking to prevent the consummation of any of the transactions
             contemplated by this Agreement, or (C) seeking any determination or
             ruling that might materially and adversely affect the performance
             by Manager of its obligations under, or the validity or
             enforceability of, this Agreement; and (ii) no injunctions, writs,
             restraining orders or other orders in effect against Manager that
             would adversely affect its ability to perform under this Agreement.

             (f) A true, complete and correct copy of the Lease Agent Agreement
             between the Manager and Cronos Company Limited is attached as
             Exhibit C hereto.

        20.2 Borrower represents and warrants to Manager that:

             (a) Borrower is a limited liability company duly organized, validly
             existing and in compliance under the laws of Bermuda;

             (b) Borrower has the requisite power and authority to enter into
             and perform its obligations under this Agreement, and all requisite
             corporate authorizations have been given for it to enter into this
             Agreement and to perform all the matters envisaged hereby. Upon due
             execution and delivery hereof this Agreement will constitute the
             valid, legally binding and enforceable obligation of Borrower,
             subject to bankruptcy, insolvency, moratorium, reorganization and
             other laws of


                                      -27-
<PAGE>

             general applicability relating to or affecting creditors' rights
             and to general equity principles;

             (c) Borrower has not breached its memorandum of association or
             bye-laws or any other agreement to which it is a party or by which
             it is bound in the course of conduct of its business and corporate
             affairs or any applicable laws and regulations of Bermuda in such
             manner as would in any such case have a materially adverse effect
             on its ability to perform its obligations under this Agreement;

             (d) The consummation of the transactions contemplated by and the
             fulfillment of the terms of this Agreement will not conflict with,
             result in any breach of any of the terms and provisions of, or
             constitute (with or without notice or lapse of time or both) a
             default under, the memorandum of association or bye-laws of
             Borrower, or any material term of any indenture, agreement,
             mortgage, deed of trust, or other instrument to which Borrower is a
             party or by which it is bound, or result in the creation or
             imposition of any Lien upon any of its properties pursuant to the
             terms of any such indenture, agreement, mortgage, deed of trust, or
             other instrument, or violate any law or any order, rule, or
             regulation applicable to Borrower of any court or of any federal or
             state regulatory body, administrative agency, or other Governmental
             Authority having jurisdiction over Borrower or any of its
             properties; and

             (e) There are (i) no proceedings or investigations pending, or, to
             the knowledge of Borrower, threatened, before any court, regulatory
             body, administrative agency, or other tribunal or Governmental
             Authority (A) asserting the invalidity of this Agreement, (B)
             seeking to prevent the consummation of any of the transactions
             contemplated by this Agreement, or (C) seeking any determination or
             ruling that might materially and adversely affect the performance
             by Borrower of its obligations under, or the validity or
             enforceability of, this Agreement, and (ii) no injunctions, writs,
             restraining orders or other orders in effect against Borrower that
             would adversely affect its ability to perform under this Agreement.

21.     GENERAL.

        21.1 All notices, demands or requests given pursuant to this Agreement
        shall be in writing, sent by internationally-recognized, overnight
        courier service or by telefax or hand delivery to the following
        addresses:

        To Manager:        Cronos Containers (Cayman) Ltd.
                           P.O. Box 30464 SMB
                           Queensgate House
                           George Town Grand Cayman
                           Cayman Islands
                           Telephone:
                           Telefax:


                                      -28-
<PAGE>

                              Attention:

                              with a copy to:

                              Cronos Containers Limited
                              The Ice House
                              Dean Street
                              Marlow
                              Buckinghamshire SL7 3AB
                              England
                              Telephone:   44 1628.405580
                              Telefax:     44 1628.405648
                              Attention:   Peter J. Younger

        To Borrower:          CF Leasing Ltd.
                              Clarendon House
                              Church Street
                              Hamilton HM 11, Bermuda
                              Telephone: 441 295-1422
                              Fax:    441 292-4720
                              Attention: Secretary

        To the Agent:         Fortis Bank (Nederland) N.V.
                              Coolsingel 93/1
                              P.O. Box 749
                              3000 AS Rotterdam
                              The Netherlands
                              Telephone: 31-10-401-6014
                              Telefax: 31 10 401 63 43
                              Attention:  Menno Van Lacum

        To any Lender:        At its address as set forth in the Loan
                              Agreement.

        Notice shall be effective and deemed received (a) two (2) days after
        being delivered to the courier service, if sent by courier, (b) upon
        receipt of confirmation of transmission, if sent by telecopy, or (c)
        when delivered, if delivered by hand.

        21.2 If any proceeding is brought for enforcement of this Agreement or
        because of an alleged dispute, breach, default, in connection with any
        provision of this Agreement, the prevailing party shall be entitled to
        recover, in addition to other relief to which it may be entitled,
        reasonable attorney fees and other costs incurred in connection
        therewith.

        21.3 Borrower and Manager shall each perform such further acts and
        execute such further documents as may be necessary to implement the
        intent of, and consummate the transactions contemplated by, this
        Agreement.


                                      -29-
<PAGE>

        21.4 If any term or provision of this Agreement or the performance
        thereof shall to any extent be or become invalid or unenforceable, such
        invalidity or unenforceability shall not affect or render invalid or
        unenforceable any other provision of this Agreement and this Agreement
        shall continue to be valid and enforceable to the fullest extent
        permitted by law.

        21.5 This Agreement shall be binding upon and inure to the benefit of,
        and be enforceable by, Borrower and Manager, and their respective
        successors in interest or permitted assigns; provided, however, that
        this Agreement and the rights and duties of Manager hereunder may not be
        assigned by Manager to any other Person, other than an Affiliate or
        Subsidiary of Manager, without obtaining the prior written consent of
        Borrower and the Agent (acting at the direction of the Lenders). The
        Manager hereby acknowledges and agrees that Borrower shall assign all of
        its rights, title and interest under this Agreement to the Agent on
        behalf of the Lenders. Manager hereby consents to such assignment and
        agrees that the Agent may enforce the rights and remedies of the
        Borrower hereunder.

        21.6 Waiver of any term or condition of this Agreement (including any
        extension of time required for performance) shall be effective only if
        in a written instrument signed by each of the Manager, the Borrower and
        the Agent and shall not be construed as a waiver of any subsequent
        breach or waiver of the same term or condition or a waiver of any other
        term or condition of this Agreement. No delay on the part of any party
        in exercising any right, power or privilege hereunder shall operate as a
        waiver hereof.

        21.7 The headings contained in this Agreement are for reference purposes
        only and shall not affect in any way the meaning or interpretation of
        this Agreement.

        21.8 This Agreement represents the entire agreement between the parties
        with respect to the subject matter hereof. The terms of this Agreement
        may be amended, modified or waived only by a written instrument signed
        by the Manager, the Borrower and the Agent. The Borrower shall forward
        copies of any amendment to this Agreement to the Agent and each Lender.

        21.9 This Agreement may be signed in two or more counterparts each of
        which shall constitute an original instrument, but all of which together
        shall constitute but one and the same instrument.

        21.10 Any signature required with respect to this Agreement may be
        provided via facsimile or by electronic means and shall in either case
        be equally effective as the delivery of an originally executed
        counterpart.

        21.11 This Agreement shall be governed by and construed in accordance
        with the substantive laws of the State of New York of the United States
        of America (without regard to choice of law principles) applicable to
        agreements made and to be performed therein and the obligations, rights,
        and remedies of the parties under this Agreement shall be determined in
        accordance with such laws. Any legal suit, action or proceeding against
        Borrower or Manager arising out of or relating to this Agreement, or any
        transaction


                                      -30-
<PAGE>

        contemplated hereby, may, be instituted in any federal or state court in
        the City of New York, State of New York, and each of the Borrower and
        the Manager hereby waive any objection which it may now or hereafter
        have to the laying of venue of any such suit, action or proceeding, and,
        solely for the purposes of enforcing this Agreement, Borrower and
        Manager each hereby irrevocably submits to the jurisdiction of any such
        court in any such suit, action or proceeding. Each of Borrower and
        Manager hereby irrevocably appoints and designates CT Corporation
        System, having an address at 111 Eighth Avenue, New York, New York,
        10011, its true and duly authorized agent for the limited purpose of
        receiving and forwarding legal process in any such suit, action or
        proceeding, and each of Borrower and Manager agrees that service of
        process upon such party shall constitute personal service of such
        process on such Person. Each of Borrower and Manager shall maintain the
        designation and appointment of such authorized agent until the
        termination of this Agreement; provided, however, if such agent shall
        cease to so act, each of Borrower and Manager shall immediately
        designate and appoint another such agent and each shall promptly deliver
        to the other evidence in writing of such other agent's acceptance of
        such appointment.

        21.12 The parties hereto acknowledge that the Agent, its successors and
        assigns are each an express third party beneficiary of this Agreement.

                            [Signature page follows.]


                                      -31-
<PAGE>

                                                            MANAGEMENT AGREEMENT

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                            CF LEASING  LTD.


                                            By: /s/  Peter J. Younger
                                                ---------------------
                                                   Peter J. Younger

                                            Title  Director

                                            Date:  September 18, 2002



                                            CRONOS CONTAINERS (CAYMAN) LTD.


                                            By: /s/ Dennis J. Tietz
                                                -------------------
                                                   Dennis J. Tietz

                                            Title  Director

                                            Date:  September 18, 2002



                                      C-1

</TEXT>
</DOCUMENT>
