General
        Finance Corporation

      


      


      December
        14, 2007

      


      


      Mr.
        Christopher Wilson

      1026
        Fairview Drive

      La
        Cañada, CA 91011

      


      Dear
        Christopher:

      


      General
        Finance Corporation (“GFN”
or
        the
“Company”)
        is
        pleased to confirm our employment offer to you for a position as General
        Counsel, Vice President and Secretary with our firm. As you know, GFN is
        a
        public acquisition company listed on the American Stock Exchange. We believe
        the
        position of General Counsel will be both challenging and rewarding and focused
        on, but not limited to, the traditional areas of acquisitions, corporate
        follow-up, public filings, areas of exposure, and other projects as are
        necessary. 

      


      Your
        employment will be on the following terms and conditions: 

       

      1. Title
        and Responsibilities

      


      1.1 You
        will
        be the General Counsel and a Vice President and Secretary of GFN. You will
        report to only to the Chief Executive Officer of the Company. Your
        duties and responsibilities shall be those incident to these as set forth
        in the
        Bylaws of the Company and those that are normally and customarily vested
        in such
        offices of a corporation. In addition, your duties shall include those duties
        and services for the Company and its affiliates as the Board shall in its
        discretion, from time to time, reasonably direct which are not inconsistent
        with
        your positions described in this Section 1.

      


      1.2 You
        agree
        to obey all rules, regulations and special instructions of the Company and
        all
        other rules, regulations, guides, handbooks, procedures, policies and special
        instructions applicable to the Company’s business in connection with your duties
        hereunder and you shall endeavor to improve your ability and knowledge of
        the
        Company’s business in an effort to increase the value of your services for the
        mutual benefit of the Company and you.

      


      1.3 You
        will
        perform your responsibilities principally at the executive offices of the
        Company.

      


      2. Base
        Salary.
        Your
        base salary will be $200,000 per year, payable in bimonthly installments
        of
        $8,333.33.

      


      3. Bonus.
        You
        will be eligible for an annual bonus each fiscal year payable upon the approval
        by the Company’s audit committee of the financial statements for such fiscal
        year (the “Bonus”)
        of the
        Company in an amount approved by the Company’s compensation committee of up to
        35% of your base salary earned for the year, provided that you are employed
        by
        GFN on the last day of such year. Upon your signing of this letter agreement
        and
        the commencement of your employment with the Company (the “Commencement
        Date”),
        you
        will be paid a one-time bonus of $70,833.33. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Your
        bonus will be based on such criteria deemed appropriate from time to time
        by the
        Board of Directors or compensation committee, and may include the financial
        results of the Company, timely, accurate, within budget and professional
        execution of your GFN responsibilities, in such areas as legal aspects of
        our
        business, periodic filings with the Securities and Exchange Commission
        (“SEC”),
        documentation of all corporate acquisitions and transactions requested from
        time
        to time by the Chief Executive Officer or the Board of Directors, and other
        projects and matters assigned from time to time by the Board of Directors
        and/or
        the Chief Executive Officer. It is the Company’s intention to discuss with you
        in the first part of each year, commencing 2008, the specific criteria upon
        which your bonus will be determined for such year.

      


      4. Stock
        Option.
        The
        Board of Directors has approved the grant of stock options to you to purchase
        an
        aggregate of 225,000 shares of common stock under the Company’s 2006 Stock
        Option Plan (the “Plan”)
        as of
        the Commencement Date. The options will have an exercise price equal to the
        fair
        market value of the common stock on the date of grant (the date you commence
        employment and any subsequent date of grant) and will vest in equal annual
        installments over five years. 

      


      5. Reimbursement
        of Expenses.
        You
        will be reimbursed for reasonable and necessary work-related expenses, including
        but not limited to, phone charges, Blackberry with email and mobile phone,
        parking charges at the office where you work, travel expenses, laptop
        and desk top computer, legal periodicals and continuing legal education
        courses not to exceed $3,000 per year and computer time on GFN's server;
        other
        reasonable and necessary work-related costs will be borne by GFN. 

      


      6. Employee
        Benefits.
        Unfortunately, at this time, GFN cannot offer you employee benefits in the
        form
        of health care insurance, life insurance, disability insurance, retirement
        programs, etc. However, should GFN adopt such plans in the future, you will
        entitled to participate on the same basis in all offered benefits or programs
        as
        any other employee of GFN. Until the Company offers health care insurance
        to its
        employees, the Company will reimburse you up to $1,150 per month for health,
        dental, vision and/or supplemental disability premiums for you and your
        family.

      


      7. Vacation;
        Continuing Legal Education.
        You
        shall be entitled to 20 days paid vacation each year, which shall accrue
        monthly. You shall have the right to carry over unused vacation to the extent
        permitted by the Company’s policy from time to time in effect. Vacation shall be
        subject to the Company’s vacation policies as set forth in the employee handbook
        to be adopted. You shall be entitled to attend courses for continuing legal
        education of up to 20 hours per year without deduction of personal, sick
        or
        vacation days.

       

      
        
          
          

        

        
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      8. Term
        and Termination of Employment.
        Your
        employment will commence on December 14, 2007 (or such other date as may
        be
        agreed between you and the Company) and will terminate on the earliest to
        occur
        of the following: 

       

      8.1 upon
        your
        death;

       

      8.2 upon
        the
        delivery to you of written notice of termination by the Company if you shall
        suffer a physical or mental disability which renders you unable to perform
        your
        duties and obligations under this Agreement for either 60 consecutive days
        or
        120 days in any 12-month period;

       

      8.3 upon
        30
        days’ written notice from you to the Company;

      


      8.4 upon
        written notice from you to the Company for one or more of the following effected
        without your written consent (“Good
        Reason”),
        provided that such notice is received within 90 days of the event or
        circumstance constituting Good Reason: (a) a reduction in your Base Salary
        or
        reduction in Bonus as a percentage of Base Salary; (b) a permanent relocation
        of
        your place of employment by more than 40 miles from your current home address;
        (c) the Company hires a chief legal officer or General Counsel senior to
        you
        unless you are promoted to an executive officer position senior to chief
        legal
        officer or General Counsel; (d) you are assigned duties and responsibilities
        that are materially beneath those of a Chief Legal Officer or General Counsel
        (considering in this regard the limited staffing the Company has and expects
        to
        have in the future) and provided that you notify the Company within five
        business days of the assignment of such duties that you believe are the basis
        of
        termination of your employment for Good Reason and the Company does not revoke
        such duties and responsibilities; 

       

      8.5 upon
        delivery to you of written notice of termination by the Company (i) For
        Cause, or (ii) without cause following receipt of written notice of
        termination from you pursuant to Section 8.3 of this Agreement;
        or

       

      8.6 upon
        delivery to you of written notice of termination by the Company without
        cause.

       

      9. Severance

      


      9.1 Upon
        termination of your employment for any reason, you shall not be entitled
        to any
        severance, except that if you terminate your employment for Good Reason,
        or the
        Company terminates your employment without cause, you shall be entitled to
        a
        lump sum severance payment equal to 12 months’ Base Salary plus the pro-rated
        Bonus for such year as in effect on the date of termination (but prior to
        any
        reduction in salary that entitled you to terminate your employment for Good
        Reason) and reimbursement for health and other insurance benefits for one
        year
        post employment provided that you execute and deliver to the Company, and
        do not
        revoke, a written release (the “Release”),
        in
        form and substance satisfactory to the Company, of
        any
        and all claims against the Company and its subsidiaries, directors, officers
        and
        affiliates with respect to all matters arising out of your employment by
        the
        Company. The
        Company shall be entitled to defer payment of any amounts under this Section
        9
        until
        the expiration of any period during which you shall have the right to revoke
        the
        Release.

       

      
        
          
          

        

        
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      9.2 Notwithstanding
        the timing of payments set forth in this Agreement, if the Company determines
        that you are a “specified employee” within the meaning of Section 409A of the
        Internal Revenue Code of 1986, as amended, and that, as a result of such
        status,
        any portion of the payment under this Agreement would be subject to additional
        taxation, the Company will delay paying any portion of such payment until
        the
        earliest permissible date on which payments may commence without triggering
        such
        additional taxation (with such delay not to exceed two months), with the
        first
        such payment to include the amounts that would have been paid earlier but
        for
        the above delay.

      


      10. Certain
        Definitions.
        For
        purposes of this Agreement, the following capitalized terms have the following
        meanings:

      


      10.1 “For
        Cause”
shall
        mean, in the context of a basis for termination of your employment with the
        Company, that:

      


      10.1.1 you
        breach any obligation, duty or agreement under this Agreement, which breach
        is
        not cured or corrected within 15 days of written notice thereof from the
        Company; or

      


      10.1.2 you
        commit any act of personal dishonesty, fraud, breach of fiduciary duty or
        trust;
        or

      


      10.1.3 you
        are
        convicted of, or plead guilty or nolo contendere with respect to, theft,
        fraud,
        a crime involving moral turpitude, or a felony under federal or applicable
        state
        law; or

      


      10.1.4 you
        commit any act of personal conduct that, in the reasonable opinion of the
        Board,
        gives rise to a material risk of liability under federal or applicable state
        law
        for discrimination or sexual or other forms of harassment or other similar
        liabilities to subordinate employees; or

       

      10.1.5 you
        commit continued and repeated substantive violations of specific written
        directions of the Board or Chief Executive Officer, which directions are
        consistent with this Agreement and your position as General Counsel, Vice
        President and Secretary, or continued and repeated substantive failure to
        perform duties assigned by or pursuant to this Agreement; provided that no
        discharge shall be deemed For Cause under this subsection 10.1.5
        unless
        you first receive written notice from the Company advising you of the specific
        acts or omissions alleged to constitute violations of written directions
        or a
        material failure to perform your duties, and such violations or material
        failure
        continue after you shall have had a reasonable opportunity to correct the
        acts
        or omissions so complained of; or

      


      10.1.6 you
        engage in conduct that is demonstrably and materially injurious to the Company
        Group, or that materially harms the reputation or financial position of the
        Group, unless the conduct in question was undertaken in good faith on an
        informed basis with due care and with a rational business purpose and based
        upon
        the honest belief that such conduct was in the best interest of the Company
        Group; or 

       

      
        
          
          

        

        
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      10.1.7 you
        are
        found liable in any SEC or other civil or criminal securities law action
        or
        entering any cease and desist order with respect to such action (regardless
        of
        whether or not you admit or deny liability) where the conduct that is the
        subject of such action is demonstrably and materially injurious to the Company
        Group; or

      


      10.1.8 you
        (i)
        obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii)
        fail to materially cooperate with, any investigation authorized by the Board
        or
        any governmental or self-regulatory entity (an “Investigation”)
        (however, your failure to waive attorney-client privilege relating to
        communications with your own attorney in connection with an Investigation
        shall
        not constitute “Cause”); or

      


      10.1.9 you
        made
        any material misrepresentations (or omissions) in connection with your resume
        and other documents which may have been provided by you, and oral statements
        regarding your employment history, education and experience, in determining
        to
        enter into the Agreement. 

      


      10.2 “Company
        Group”
means
        GFN and each corporation or entity controlled directly or indirectly by GFN.
        

      


      11. Employment
        “At Will.”
        Nothing in this Agreement constitutes a promise of continued employment or
        employment for a specified term. By discussing the terms of employment with
        GFN
        outlined herein, you agree and acknowledge that your employment relationship
        with GFN would be at will. 

      


      12. Non-Solicitation.
        During
        the period from the date your employment with the Company terminates through
        the
        second anniversary of such date, you will not directly or indirectly, either
        alone or by action in concert with others: (a) induce or attempt to
        influence any employee of any member of the Company Group to terminate his
        or
        her employment with any member of the Company Group; (b) employ or offer
        employment to any person who was employed by any member of the Company Group
        at
        the time of termination of your employment with the Company; or (c) induce
        or attempt to induce any customer, supplier, licensee or other business
        relationship of any member of the Company Group to cease or reduce its business
        with any member of the Company Group, or in any way interfere with the
        relationship between any such customer, supplier, licensee or business
        relationship and any member of the Company Group; or (d) solicit business
        from any of the Company’s customers.

      


      13. Confidentiality,.
        You
        agree not to disclose or use at any time (whether during or after your
        employment with the Company) for your own benefit or purposes or the benefit
        or
        purposes of any other person any non-public information regarding the Company
        Group and its business, operations, assets, financial condition and properties,
        including without limitation, trade secrets, business plans, policies, pricing
        information and customer data, provided that the foregoing covenant shall
        not
        restrict you from disclosing information to the extent required by law. You
        agree that upon termination of your employment with the Company for any reason,
        you will return to the Company immediately all memoranda, books, papers,
        plans,
        information, letters and other data, and all copies thereof or therefrom,
        in any
        way relating to the business of the Company Group except that you may retain
        personal notes, notebooks, diaries, rolodexes and addresses and phone numbers.
        You further agree that you will not retain or use for your account at any
        time
        any trade names, trademark or other proprietary business designation used
        or
        owned in connection with the business of any member of the Company Group.
        

       

      
        
          
          

        

        
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      14. Withholding.
        The
        Company may deduct from any compensation payable to you (including payments
        made
        pursuant to Section 9 of this Agreement in connection with or following
        termination of employment) amounts sufficient to cover your share of applicable
        federal, state and/or local income tax withholding, old-age and survivors’ and
        other Social Security payments, state disability and other insurance premiums
        and payments. 

      


      15. Entire
        Agreement.
        The
        foregoing constitutes the entire agreement between you and GFN should you
        elect
        to proceed. By ultimately accepting, you and GFN are agreeing to be bound
        by the
        terms of this Agreement, and only this Agreement. In other words, you are
        not
        accepting the offer based on an understanding or promise - oral or written
        -
        which is not contained in this Agreement, as this Agreement would represent
        the
        entire agreement and understanding between you and GFN regarding your employment
        with the Company should you proceed. Any changes to the terms of this Agreement
        can only be in writing and must be signed by you and either the Chief Executive
        Officer of GFN in order to be valid and enforceable. Notwithstanding the
        foregoing, you acknowledge that the Company has relied on your resume and
        other
        documents which may have been provided by you, and oral statements regarding
        your employment history, education and experience, in determining to enter
        into
        the Agreement, and material misrepresentations (or omissions) in connection
        with
        such documents may constitute the basis of termination For Cause, as
        contemplated by the definition of For Cause.

      


      16. Governing
        Law.
        This
        Agreement has been made and entered into in the State of California and shall
        be
        construed in accordance with the laws of the State of California.

      


      17. Captions.
        The
        various captions of this Agreement are for reference only and shall not be
        considered or referred to in resolving questions of interpretation of this
        Agreement.

      


      18. Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed to be an original, but all of which together shall constitute one
        and the
        same instrument.

      


      
        
          
          

        

        
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      We
        believe that you would be a worthy addition to the GFN team and are capable
        of
        making an outstanding contribution and that we, in turn, can offer you a
        challenging and rewarding career. We look forward to working together with
        you.

      


      Very
        truly yours,

      


      GENERAL
        FINANCE CORPORATION

       

      
        
          	
                  By

                	
                     
                    

                	 
	 	
                  Ronald
                    F. Valenta

                	 
	 	
                  Chief
                    Executive Officer

                	 


        

      

       

      


      Accepted
        and agreed as of 

      the
        date
        set forth above

      


      


      
        
          	   
                  	 
	Christopher Wilson	 


        

      

       

      
        
          
          

        

        
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