CRONOS GROUP
EXHIBIT 10.39
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>21
<FILENAME>f87884aexv10w39.txt
<DESCRIPTION>EXHIBIT 10.39
<TEXT>
<PAGE>

EXHIBIT 10.39

                                THE CRONOS GROUP
                       NON-EMPLOYEE DIRECTORS' EQUITY PLAN

                             STOCK OPTION AGREEMENT
                                  DIRECT GRANT

                  Unless otherwise defined herein, the terms defined in The
Cronos Group Non-Employee Directors' Equity Plan (the "Plan") shall have the
same defined meanings in this Option Agreement.

I.                     NOTICE OF STOCK OPTION GRANT

                  Robert M. Melzer
                  61 Monmonth Street
                  Brookline, Massachusetts 02446

                  NAME AND ADDRESS OF NON-EMPLOYEE DIRECTOR

                  You have been granted an option to purchase Common Shares, par
value $2.00 per share, of The Cronos Group (the "Company"), (i) subject to and
conditional upon shareholder approval at the next annual meeting of shareholders
of the Company of an amendment (the "Amendment") to the Plan to reserve for
issuance upon exercise of directors' options and settlement of directors' stock
units granted under the Plan an additional 325,000 authorized but unissued
Common Shares of the Company, and (ii) subject to the terms and conditions of
the Plan and this Option Agreement, as follows:

                  DATE OF GRANT: January 10, 2003

                  EXERCISE PRICE PER SHARE: $3.577

                  TOTAL NUMBER OF SHARES GRANTED: 15,000
                  ("Optioned Shares")

                  TOTAL EXERCISE PRICE: $53,655.00

                  TYPE OF OPTION:_____Incentive Stock Option

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EXHIBIT 10.39

                           X Nonqualified Stock Option

                  TERM/EXPIRATION DATE:

                  On the date of the Annual Meeting held in the tenth calendar
year following the date of grant.

                  VESTING SCHEDULE.

                  (a)      Conditional on the Non-Employee Director's continued
service on the Board until the date of the relevant anniversary, unless vesting
is accelerated as set forth in subsection (b) immediately below, this Option
shall become vested and may be exercised, in whole or in part, as follows:

<TABLE>
<CAPTION>
                                                              SHARES
                                                            SUBJECT TO
             ANNIVERSARY OF DATE OF GRANT                     OPTION
------------------------------------------------------   ----------------
<S>                                                      <C>
First anniversary...................................           33%
Second anniversary..................................           66%
Third anniversary...................................          100%
</TABLE>

                  (a)      The Option shall be fully vested and exercisable
three (3) years after the Date of Grant. Any Optioned Shares that a Non-Employee
Director has the right to purchase but elects not to purchase shall remain
available for purchase by the Non-Employee Director under the terms of this
Option Agreement and the provisions of the Plan.

                  (b)      Notwithstanding the provisions of subsection (a)
immediately above, this Option shall be considered fully vested upon the earlier
to occur of (i) termination of the Non-Employee Director's service on the Board
by reason of removal (unless the removal is "for cause," defined as removal of a
Director for willful misconduct or reckless disregard of his or her duties as a
Director); (ii) termination of the Non-Employee Director's service on the Board
by reason of death or Permanent Disability; or (iii) resignation from the Board
within twelve (12) months following a Change in Control. If a Non-Employee
Director's service on the Board terminates for any reason other than as
aforesaid, then any unvested portion

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EXHIBIT 10.39

of this Option shall be forfeited to the Company, and the Non-Employee Director
shall have no further right or interest therein.

                  TERMINATION PERIOD.

                  Following termination of the Non-Employee Director's service
on the Board, the former Non-Employee Director (or the former Non-Employee
Director's estate, personal representative or beneficiary, as the case may be)
shall have the right, subject to the other terms and conditions of the Plan, to
exercise all portions of this Option that had vested as of or in connection with
the termination of service at any time within sixty (60) days after the date of
termination of service, subject to earlier expiration of the Option pursuant to
Section 8(a) of the Plan.
                                 II.                                   AGREEMENT

                  1.       GRANT OF OPTION. The Committee hereby grants to the
Non-Employee Director an option (the "Option") to purchase the number of Shares
set forth above at the exercise price per share set forth above (the "Exercise
Price"), (i) subject to and conditional upon shareholder approval at the next
annual meeting of shareholders of the Company of the Amendment, and (ii) subject
to the terms and conditions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.

                  2.       EXERCISE OF OPTION.

                           (a)      RIGHT TO EXERCISE. This Option is
exercisable during its term in accordance with the Vesting Schedule set forth
above and the applicable provisions of the Plan and this Option Agreement. In
the event of Non-Employee Director's death, disability or other termination of
Non-Employee Director, the applicable provisions of the Plan and this Option
Agreement govern the exercisability of the Option.

                           This Option shall not be exercisable unless the
Common Shares subject hereto has been registered under the Securities Act, and
qualified under applicable state or foreign securities or "blue sky" laws in
connection with the offer and sale thereof, or the Company has determined that
an exemption from registration under the Securities Act and from qualification
under such securities or "blue sky" laws is available. As soon as practicable
after the Effective Date, the Company shall register the

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EXHIBIT 10.39

issuance of the shares of Common Shares issuable upon exercise of this Option,
and shall, as required by the Securities Act, maintain from time to time the
effectiveness of such registration.

                           (b)      METHOD OF EXERCISE. This Option is
exercisable by delivery of an exercise notice, in the form attached as Exhibit A
(the "Exercise Notice"), which shall state the election to exercise the Option,
the number of Optioned Shares in respect of which the Option is being exercised
(the "Exercised Shares"), and such other representations and agreements as may
be required by the Company pursuant to the provisions of the Plan; provided,
however, that no fewer than 10 shares of Common Shares may be purchased upon any
exercise of this Option unless the number of shares purchased at such time is
the total number of shares in respect of which the Option is then exercisable,
and provided, further, that in no event shall the Option be exercisable for a
fractional share. The Exercise Notice shall be signed by the Non-Employee
Director and shall be delivered in person or by a recognized overnight delivery
service to the Secretary of the Company at c/o Cronos Capital Corp., One Front
Street, Suite 1500, San Francisco, California 94111, or such other address as
the Company shall designate in a written notice to the Non-Employee Director.
The Exercise Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. The date of exercise of this Option shall be
the later of (i) the date on which the Company receives such written notice, or
(ii) the date on which the conditions provided in Sections 8(d) and 8(e) of the
Plan are satisfied.

                           No Exercised Shares shall be issued pursuant to the
exercise of this Option unless such issuance and exercise complies with all
relevant provisions of law and the requirements of any stock exchange or market
upon or in which the Exercised Shares are then listed and traded. Assuming such
compliance, for income tax purposes the Exercised Shares shall be considered
transferred to the Non-Employee Director on the date the Option is exercised
with respect to such Exercised Shares.

                  3.       METHOD OF PAYMENT. Payment of the aggregate Exercise
Price shall be by any of the following, or a combination thereof, at the
election of the Non-Employee Director:

                           (a)      Cash or cash equivalent;

                           (b)      Previously owned shares;

                           (c)      Any combination of the above; or

                           (d)      Such other means as the Committee may
                                    approve.

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EXHIBIT 10.39

                  4.       NON-TRANSFERABILITY OF OPTION. This Option may not be
transferred, pledged, assigned or otherwise disposed of except by will or the
laws of descent and distribution or pursuant to a domestic relations order,
provided, however, that this Option may be transferred to a member or members

of a Non-Employee Director's immediate family (as defined below) or to one or
more trusts or partnerships or other entity established in whole or in part for
the benefit of one or more of such immediate family members (collectively,
"Permitted Transferees"), subject to the terms of the Plan and such rules and
procedures as may from time to time be adopted or imposed by the Committee.

                  If this Option is transferred to a Permitted Transferee, it
shall be further transferable only by will or the laws of descent and
distribution or, for no consideration, to another Permitted Transferee of the
Non-Employee Director. A Non-Employee Director shall notify the Company in
writing prior to any proposed transfer of this Option to a Permitted Transferee
and shall furnish the Company, upon request, with information concerning such
Permitted Transferee's financial condition and investment experience. For
purposes of the Plan and this Option Agreement, a Non-Employee Director's
"immediate family" means any child, stepchild, grandchild, spouse, son-in-law or
daughter-in-law and shall include adoptive relationships; provided, however,
that if the Company adopts a different definition of "immediate family" (or
similar term) in connection with the transferability of employee stock options
awarded to employees of the Company, such definition shall apply, without
further action of the Board, to the Plan or this Option Agreement.

                  The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Non-Employee Director.

                  5.       TERM OF OPTION. This Option may be exercised only
within the term set forth above, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

                  6.       TAX CONSEQUENCES. Non-Employee Director hereby
acknowledges that Non-Employee Director has: (i) received and read the Company's
Proxy Statement dated December 5, 2000, including the summary of the tax
consequences of the grant and exercise of this Option, and (ii) been advised to
consult his or her tax adviser before exercising this Option or disposing of the
Exercised Shares.

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EXHIBIT 10.39

                  7.       ENTIRE AGREEMENT.

                  (a)      The Plan is incorporated herein by reference. The
Plan and this Option Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and the Non-Employee Director
with respect to the subject matter hereof, and may not be modified adversely to
the Non-Employee Director's interest except by means of a writing signed by the
Company and Non-Employee Director.

                  (b)      By Non-Employee Director's signature and the
signature of the Company's representative below, the Non-Employee Director and
the Company agree that this Option is granted under and governed by the terms
and conditions of the Plan and this Option Agreement. Non-Employee Director has
reviewed the Plan and this Option Agreement in their entirety, and has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement. Non-Employee Director hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any question
relating to the Plan and this Option Agreement. Non-Employee Director further
agrees to notify the Company upon any change in the residence address indicated
below.

                  8.       CONDITION TO OPTION GRANT. By Non-Employee Director's
signature and the signature of the Company's representative below, the
Non-Employee Director and the Company agree and acknowledge that this Option is
granted subject to and conditional upon shareholder approval at the next annual
meeting of shareholders of the Company of the Amendment. The Non-Employee
Director and the Company further agree and acknowledge that in the event the
Amendment is not approved by the shareholders at the next annual meeting of
shareholders of the Company, this Option and this Option Agreement shall be null
and void immediately and automatically and without any action by either the
Non-Employee Director or the Company and shall have no further force or effect.

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EXHIBIT 10.39

IN WITNESS WHEREOF, the Company and the Non-Employee Director have executed this
Agreement as of the Date of Grant specified above.

                                    THE CRONOS GROUP

                                    By /s/ DENNIS J. TIETZ
                                       -------------------
                                       Dennis J. Tietz
                                       Chief Executive Officer

                                    NON-EMPLOYEE DIRECTOR

                                            /s/ ROBERT M. MELZER
                                            --------------------
                                            Robert M. Melzer

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EXHIBIT 10.39

                                CONSENT OF SPOUSE

                  The undersigned spouse of Non-Employee Director has read and
hereby approves the terms and conditions of the Plan and this Option Agreement.
In consideration of the Company's granting his or her spouse the right to
purchase the Optioned Shares as set forth in the Plan and this Option Agreement,
the undersigned hereby agrees to be irrevocably bound by the terms and
conditions of the Plan and this Option Agreement and further agrees that any
community property interest shall be similarly bound. The undersigned hereby
appoints the undersigned's spouse as attorney-in-fact for the undersigned with
respect to any amendment or exercise of rights under the Plan or this Option
Agreement.

                                    SPOUSE OF NON-EMPLOYEE DIRECTOR

                                    ___________________________
                                       (signature)

                                    Print Name: ________________

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EXHIBIT 10.39

                                    EXHIBIT A

                                 EXERCISE NOTICE

The Cronos Group
c/o Cronos Capital Corp.
One Front Street, Suite 1500
San Francisco, California 94111
Attention:  Secretary

The effectiveness of the Option Agreement (defined in paragraph 1 below) is
subject to and conditional upon shareholder approval at the next annual meeting
of shareholders of the Company (defined in paragraph 1 below) of an amendment to
the Plan (defined in paragraph 1 below) to reserve for issuance upon exercise of
directors' options and settlement of directors' stock units granted under the
Plan an additional 325,000 authorized but unissued Common Shares of the Company
and this Exercise Notice may not be given unless and until such shareholder
approval is secured.

                  1.       EXERCISE OF OPTION. Effective as of today, __________
, 200____, the undersigned (the "Purchaser") hereby elects to purchase _________
shares (the "Shares") of Common Shares, par value $2.00 per share, of The Cronos
Group (the "Company") under and pursuant to the Non-Employee Directors' Equity
Plan (the "Plan") and the Stock Option Agreement dated as of January 10, 2003
(the "Option Agreement"). The purchase price for the Shares shall be $______ per
Share and $ ________ in the aggregate.

                  2.       DELIVERY OF PAYMENT. Purchaser herewith delivers to
the Company the full purchase price for the Shares.

                  3.       REPRESENTATIONS OF PURCHASER. Purchaser acknowledges
that Purchaser has received and read the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions.

                  4.       RIGHTS AS SHAREHOLDER. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock

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EXHIBIT 10.39

certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the optioned Shares,
notwithstanding the exercise of the Option. A share certificate for the number
of Shares so acquired shall be issued to the Purchaser as soon as practicable
after exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in Section 12 of the Plan.

                  5.       TAX CONSULTATION. Purchaser understands that
Purchaser may suffer adverse tax consequences as a result of Purchaser's
purchase or disposition of the Shares. Purchaser represents that Purchaser has
consulted with any tax consultant Purchaser deems advisable in connection with
the purchase or disposition of the Shares and that Purchaser is not relying on
the Company for any tax advice.

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EXHIBIT 10.39

                  6.       ENTIRE AGREEMENT. The Plan and Option Agreement are
incorporated herein by reference. The Plan and this Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company, and Purchaser with respect to the subject matter hereof, and may not be
modified adversely to the Purchaser's interest except by means of a writing
signed by the Company and the Purchaser. This Agreement is governed by
California law except for that body of law pertaining to conflict of laws.

                                            Accepted by:

                                            THE CRONOS GROUP

                                            By ________________________________
                                               Dennis J. Tietz
                                               Chief Executive Officer

                                            Address

                                            16, Allee Marconi
                                            Boite Postale 260
                                            L-2120, Luxembourg

                                            Submitted by:

                                            PURCHASER

                                            _______________________________
                                            Robert M. Melzer

                                            Residence Address

                                            _______________________________
                                            _______________________________
                                            _______________________________

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