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                                   EXHIBIT 4.2



                         FORM OF STOCK OPTION AGREEMENT
                                 (DIRECT GRANT)
                FOR USE UNDER NON-EMPLOYEE DIRECTORS' EQUITY PLAN









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                                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


               _____________________________

               _____________________________

               _____________________________

               Name and Address of Non-Employee Director


               You have been granted an option to purchase Common Stock, par
value $2.00 per share, of The Cronos Group (the "Company"), subject to the terms
and conditions of the Plan and this Option Agreement, as follows:

               DATE OF GRANT: ____________________

               EXERCISE PRICE PER SHARE: $_________

               TOTAL NUMBER OF SHARES GRANTED: ___________
               ("Optioned Shares")

               TOTAL EXERCISE PRICE: $_________

               TYPE OF OPTION:       __  Incentive Stock Option

                                     __  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




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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 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"), 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.




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               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 Stock
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 issuance of the shares of Common
Stock 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 Stock 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 444 Market Street, 15th Floor, 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.




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               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.

               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.




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               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.

               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.

               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 _________________________________
                                                     Dennis J. Tietz
                                                Chief Executive Officer


                                        NON-EMPLOYEE DIRECTOR

                                        ____________________________________

                                        Name: ____________________




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                                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 A

                                 EXERCISE NOTICE


The Cronos Group
444 Market Street, 15th Floor
San Francisco, California 94111
Attention:  Secretary


               1. EXERCISE OF OPTION. Effective as of today, ________________,
200__, the undersigned (the "Purchaser") hereby elects to purchase
______________ shares (the "Shares") of Common Stock, 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
_____________________, 2001 (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 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.

               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




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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, Luxenbourg

                                        Submitted by:

                                        PURCHASER


                                        _______________________________

                                        Name: ____________________

                                        Residence Address

                                        _______________________________

                                        _______________________________

                                        _______________________________




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