FIRST
      AMENDMENT TO EMPLOYMENT AGREEMENT

    


    THIS
      FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”)
      is
      entered into as of July 22, 2008 by and between Pac-Van, Inc., an Indiana
      corporation (“Pac-Van”),
      and
      Theodore M. Mourouzis (“Employee”
and
      collectively with Pac-Van, the “Parties”).

    


    RECITALS

    


    WHEREAS,
      the Parties entered into that certain Employment Agreement dated as of August
      1,
      2006 (the “Original
      Agreement”);
      and

    


    WHEREAS,
      in connection with the potential acquisition of Pac-Van by General Finance
      Corporation ("GFN"), the Parties desire to amend the Original Agreement as
      set
      forth herein, and desire that, except as set forth in this Amendment, the
      Original Agreement shall remain in full force and effect.

    


    NOW
      THEREFORE, in consideration of the premises and the respective representations,
      warranties, covenants, agreements and conditions hereinafter set forth, and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto hereby agree as follows:

    


    1. Definitions.
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings ascribed to them in the Original Agreement (without regard to this
      Amendment).

    


    2. Amendment.
      Reference hereby is made to the Agreement and Plan of Merger of even date
      herewith, among Pac-Van, Mobile Office Acquisition Corp., GFN and the other
      parties named therein (the "Merger Agreement"). If, and only if, the Merger
      (as
      defined in the Merger Agreement) occurs, then on the Effective Time (as defined
      in the Merger Agreement), Section 2 of the Original Agreement is
      hereby
      amended and restated in its entirety as follows:

    


    “2.
      Term
      of Employment.
      Employee’s employment under this Agreement shall commence on August 1, 2006 and
      shall end on July 31, 2010 (“Initial
      Term”)
      or
      such earlier date on which Employee’s employment is terminated under Section 6
      of this Agreement (the “Expiration
      Date”).”

    


    Nothing
      contained herein shall obligate the parties to the Merger Agreement to complete
      the Merger. If the Merger Agreement is terminated prior to completion of the
      Merger, this Amendment shall be void and of no force and effect without any
      further action on the part of the parties hereto.

    


    3. References.
      All
      references in the Original Agreement to “Agreement,” “herein,” “hereof,” or
      terms of like import referring to the Original Agreement or any portion thereof
      are hereby amended to refer to the Original Agreement as amended by this
      Amendment.

    


    4. No
      Implied Amendments.
      Except
      as expressly provided herein, the Original Agreement is not being amended,
      supplemented, or otherwise modified, and the Original Agreement shall continue
      in force and effect in accordance with its terms.


    
      
        
        

      

      
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    5. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all such counterparts together shall constitute but
      one
      and the same agreement.

    


    6. Successors
      and Assigns.
      This
      Amendment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

    


    7. Governing
      Law.
      This
      Amendment shall be governed by and construed in accordance with the internal
      laws (and not the law of conflicts) of the State of Indiana.

    


    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or
      caused this Amendment to be executed on its behalf by a representative duly
      authorized, as of the date first above written.

    


    
      	 	
              PAC-VAN,
                INC. 

            
	 	 
	 	
              By:

            	
              
                /s/
                  James P. Dunmyer

              

            
	 	
              Name:

            	James P.
              Dunmyer
	 	
              Title:

            	Vice President
              of
              Finance
	 	 	 
	 	
              /s/
                Theodore M. Mourouzis

            
	 	
              Theodore
                M. Mourouzis

            


    


    
      
        
        

      

      
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