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                                                                  Exhibit 10(b)

                                  ASSIGNMENT OF

                             LEASING AGENT AGREEMENT


This Assignment Agreement (the "Agreement") is entered into as of the 1st day of
January 1992, by and among the IEA Income Fund XI, L.P., a California limited
partnership (hereinafter the "Partnership"), Intermodal Equipment Associates, a
California corporation and the general partner of the Partnership (hereinafter
"IEA"), Cronos Containers N.V., a Netherlands Antilles corporation (hereinafter
"Cronos N.V."), and Cronos Containers Limited, an English corporation
(hereinafter "Cronos U.K.").

                                    RECITALS

A.   IEA is the sole or managing general partner of the Partnership, as well as
     of 11 previously organized California limited partnerships, and the manager
     of two private management programs (collectively the "Other Programs").

B.   Cronos N.V., pursuant to that certain Leasing Agent Agreement dated as of
     the 1st January 1991 entered by and between the Partnership, IEA and Cronos
     N.V. as Leasing Agent (the "Leasing Agent Agreement"), contracted with IEA
     and the Partnership to provide leasing and management services for all of
     the containers owned by the Partnership.

C.   IEA, Cronos N.V., and Cronos U.K. are all subsidiaries of C G Holding S.A.,
     a Luxembourg corporation.

D.   Due to the shift of management personnel to Cronos U.K., Cronos U.K. has
     taken over all responsibility for container management and leasing for the
     Cronos group, and Cronos N.V. has assigned and transferred to Cronos U.K.
     all of its rights, responsibilities and duties concerning the leasing and
     management of containers.

E.   As a result of the assignment of rights, responsibilities and duties by
     Cronos N.V. to Cronos U.K., the parties desire to enter into this
     Agreement, whereby Cronos U.K. will take over from Cronos N.V. all of the
     rights, obligations, duties and responsibilities of Leasing Agent under the
     Leasing Agent Agreement, as if Cronos U.K. had executed the Leasing Agent
     Agreement in place of Cronos N.V.

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                                    AGREEMENT


NOW, THEREFORE, in consideration of the mutual provisions contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


1.   Assignment of Leasing Agent Duties

     Cronos N.V. hereby assigns and transfers to Cronos U.K. all of its rights,
     responsibilities, duties and obligations as Leasing Agent under the Leasing
     Agent Agreement. The Partnership hereby retains Cronos U.K. as Leasing
     Agent under the Leasing Agent Agreement to assist the Partnership in the
     leasing and management of the Containers acquired by the Partnership,
     pursuant to the terms and conditions of the Leasing Agent Agreement, and
     Cronos U.K. hereby agrees to provide such leasing and management services
     and hereby accepts the terms, conditions, covenants and agreements
     contained in the Leasing Agent Agreement and agrees to be bound by them.

2.   Leasing Agent Duties

     Subject to the direction and supervision of IEA, Cronos U.K. agrees to act
     as Leasing Agent and to provide all of the services to the Partnership,
     including the taking of all actions and the hiring of all personnel
     necessary or appropriate to perform such services, that the Leasing Agent
     agreed to perform or provide in the Leasing Agent Agreement, and to be
     subject to all of the duties and obligations of the Leasing Agent under the
     Leasing Agent Agreement. Such services include, but are not limited to,
     lease initiation, lease management, purchase of containers, and equipment
     sales and remarketing.

3.   Personnel

     Cronos U.K. shall be responsible for employing all personnel necessary for
     it to render and fulfill the services and carry out the duties required of
     it pursuant to the Leasing Agent Agreement, including all required
     commercial, administrative, technical, legal or accounting personnel;
     provided, however, that nothing shall prohibit IEA from hiring its own
     personnel, or from contracting with other third parties, for the provision
     of any or all of such services.

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4.   Utilization

     Cronos U.K. agrees to use the Containers in accordance with the standards
     accepted in the marine container leasing industry and the Partnership
     Agreement and the Leasing Agent Agreement. Cronos U.K. hereby confirms that
     IEA has retained the right, on behalf of itself and the Partnership, to
     have the Containers inspected at any time, so long as such inspection does
     not interfere with normal utilization of the Containers. Cronos U.K., as
     Leasing Agent, agrees not to grant a lien, security interest, pledge or
     hypothecation of any kind on or concerning the Containers to any Person.

5.   Authority of Cronos U.K.

     IEA and the Partnership acknowledge that Cronos U.K. will act in the
     capacity as Leasing Agent similar to that under the Leasing Agent Agreement
     for the Other Programs. IEA and the Partnership recognize that Cronos
     U.K.'s services for, and its obligations and rights with respect to the
     Other Programs and other owners of containers are several, not joint.
     Cronos U.K.'s activities taken on behalf of the several owners of the
     containers will be taken as agent for such owners, severally and
     individually. The parties hereto expressly recognize and acknowledge that
     neither this Agreement nor the Leasing Agent Agreement is intended to
     create a partnership, join venture, or other entity among IEA, the
     Partnership, Cronos U.K. or the other owners of containers managed by
     Cronos U.K.

6.   Term and Expiration Date

     This Agreement shall have the same original term as the Leasing Agent
     Agreement, and shall expire on the expiration date set forth in the Leasing
     Agent Agreement.

7.   Compensation to Cronos U.K.

     The Partnership hereby agrees to pay all compensation and fees to Cronos
     U.K. that it agreed to pay to the Leasing Agent under the Leasing Agent
     Agreement. As and from the 1st day of January 1992, the Partnership shall
     owe no further compensation to Cronos N.V., and shall pay all compensation
     owing under said Agreement to Cronos U.K. from and after such date.

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8.   Miscellaneous

     A.   Notices. All notices, demands or requests given pursuant to the
          Leasing Agent Agreement to the Leasing Agent shall be sent in writing,
          first class mail, postage prepaid, or by courier, telecopy or fax, to
          the following address:

                        CRONOS CONTAINERS LIMITED
                        Winkfield Lane
                        Winkfield, Windsor
                        Berkshire SL4 4RU
                        England

          Notice shall be deemed effective upon personal delivery, upon
          confirmation of receipt of the applicable telecopy followed by
          confirmation by telephone call, or seven (7) business days after the
          date on which the same is deposited in the mail.

     B.   Governing Law. This Agreement shall be governed by, and construed in
          accordance with, the laws of California.

     C.   Successors and Assigns. The terms and conditions of this Agreement
          shall inure to the benefit of and be binding upon the successors and
          assigns of the parties hereto; provided, however, that assignment by
          Cronos U.K. of its obligations under the Leasing Agent Agreement is
          restricted by the provisions of paragraph 14 of the Leasing Agent
          Agreement.

     D.   Severability. If any term or provision of this Agreement or the
          performance thereof shall to any extent be 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 be valid and enforced to the fullest extent permitted
          by law.

     E.   Entire Agreement; Modification. This Agreement represents the entire
          agreement between the parties concerning the assignment of the Leasing
          Agent Agreement, and may not be amended, modified, or revised except
          upon a written document signed by each of the parties hereto.

     F.   Capitalized Terms. Capitalized terms used herein and not otherwise
          defined, shall have the meanings ascribed to such terms in the Leasing
          Agent Agreement.

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IN WITNESS WHEREOF, this Agreement has been duly authorized and executed by the
undersigned effective as of the 1st day of January 1992.


IEA INCOME FUND XI, L.P.,
a California limited partnership

By:  INTERMODAL EQUIPMENT ASSOCIATES,
     as General Partner



     By:  /s/  Paul E. Jeremiassen
          ----------------------------------------
          Paul E. Jeremiassen, President



INTERMODAL EQUIPMENT ASSOCIATES,
a California corporation



By:  /s/  Paul E. Jeremiassen
     ----------------------------------------
     Paul E. Jeremiassen, President



CRONOS CONTAINERS N.V.,
a Netherlands Antilles corporation



By:  /s/  Larry P. Sargent
     ----------------------------------------
     Larry P. Sargent, Director


CRONOS CONTAINERS LIMITED,
an English corporation


By:  /s/  Nigel J. Stribley
     ----------------------------------------
     Nigel J. Stribley, Director

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