<PAGE>

Exhibit 10.1

                                                                  EXECUTION COPY

                    AMENDED & RESTATED MANAGEMENT AGREEMENT

                                 by and between

                        CRONOS CONTAINERS (CAYMAN) LTD.

                                      and

                                CF LEASING LTD.

                           Dated as of June 15, 2004

ALL RIGHT, TITLE AND INTEREST IN AND TO THIS AGREEMENT ON THE PART OF CF LEASING
LTD HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF
FORTIS BANK (NEDERLAND) N.V., AS AGENT, UNDER A

                                                                              E1
<PAGE>

Exhibit 10.1

SECURITY AGREEMENT, DATED AS OF SEPTEMBER 18, 2002, FOR THE BENEFIT OF THE
LENDERS AND THE OTHER PERSONS REFERRED TO THEREIN.

                                                                              E2
<PAGE>

Exhibit 10.1

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
SECTION

1.    DEFINITIONS...............................................................      4
2.    APPOINTMENT/AGENCY........................................................     12
3.    DUTIES/RIGHTS OF MANAGER..................................................     13
4.    AUTHORITY/CONSENTS........................................................     15
5.    REMUNERATION..............................................................     15
6.    PAYMENTS TO/FROM BORROWER.................................................     16
7.    COVENANTS OF MANAGER......................................................     17
8.    WARRANTY..................................................................     21
9.    INSURANCE.................................................................     21
10.   TERM; RESIGNATION BY MANAGER..............................................     22
11.   MANAGER DEFAULT...........................................................     23
12.   NON-EXCLUSIVITY...........................................................     27
13.   SUB-CONTRACTORS AND AGENTS................................................     27
14.   LIENS.....................................................................     28
15.   NO PARTNERSHIP............................................................     28
16.   FORCE MAJEURE.............................................................     28
17.   CURRENCY/BUSINESS DAY.....................................................     28
18.   INDEMNIFICATION...........................................................     28
19.   NO BANKRUPTCY PETITION AGAINST BORROWER...................................     29
20.   REPRESENTATIONS AND WARRANTIES............................................     30
21.   GENERAL...................................................................     32
</TABLE>

Exhibit A    Form of Manager Report
Exhibit B    Form of Asset Base Certificate
Exhibit C    Copy of Lease Agent Agreement

                                                                              E3
<PAGE>

Exhibit 10.1

                   AMENDED AND RESTATED MANAGEMENT AGREEMENT

      THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (as amended, modified and
supplemented from time to time in accordance with the terms hereof, this
"Agreement") is dated as of June 15, 2004 between CF LEASING LTD., a company
with limited liability organized and existing under the laws of Bermuda whose
registered office is located at Clarendon House, Church Street, Hamilton HM 11,
Bermuda (the "Borrower") and CRONOS CONTAINERS (CAYMAN) LTD., a corporation
organized and existing under the laws of the Cayman Islands whose office is
located at Queensgate House, P.O. Box 30464 SMB, George Town Grand Cayman,
Cayman Islands ("Cronos" or the "Manager").

                                    RECITALS

      WHEREAS, the Borrower is the owner of the Managed Containers (as defined
herein); and

      WHEREAS, the Manager is in the business of managing Containers (as defined
herein) on behalf of owners of containers, and is experienced in administration
of companies that own and operate containers;

      NOW, THEREFORE, in consideration of the premises and mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:

1.    DEFINITIONS

      Capitalized terms used in this Agreement shall have the following
meanings, and the definitions of such terms shall be equally applicable to the
singular and plural forms of such terms:

      "ACQUISITION AGREEMENT" shall have the meaning set forth in Section 3.3
hereof.

      "ACQUISITION AGENT" means Cronos.

      "ACQUISITION FEE" shall have the meaning set forth in Section 5.2(a)
hereof.

      "ADMINISTRATIVE FUNCTION" shall have the meaning set forth in Section 2.1
hereof.

      "AFFILIATE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "AGENT" means the Person fulfilling the role of the Agent under the Loan
Agreement; Fortis will be the initial Agent.

      "AGREEMENT TERMINATION DATE" means the date on which the Manager receives
notice that Manager has been terminated as the manager of the Managed Containers
pursuant to the provisions of Section 11.2 hereof.

                                                                              E4
<PAGE>

Exhibit 10.1

      "APPLICABLE LAW" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "ASSET BASE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "ASSET BASE CERTIFICATE" means an Asset Base Certificate substantially in
the form attached hereto as Exhibit B.

      "BACK-UP MANAGER" means Fortis or any of its Affiliates.

      "BOARD MAJORITY" means, with respect to an action to be approved by the
Board of Directors of the Borrower, approval of such action by Directors
representing seventy percent (70%) or more of the total number of Directors then
constituting the Board of Directors of the Borrower.

      "BORROWER" shall have the meaning set forth in the preamble hereof.

      "BORROWER EXPENSES" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "BUSINESS DAY" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "CASUALTY LOSS" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "CASUALTY PROCEEDS" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "CHANGE OF CONTROL" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "COLLATERAL" shall have the meaning set forth in Section 1 of the Security
Agreement.

      "COLLECTION PERIOD" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "CONSOLIDATED TANGIBLE NET WORTH" shall have the meaning set forth in
Section 101 of the Loan Agreement.

      "CONSOLIDATED TANGIBLE NET WORTH LEVERAGE RATIO" means, for The Cronos
Group, the ratio of (i) Total Liabilities to (ii) Consolidated Tangible Net
Worth.

      "CONTAINER" or "CONTAINER" shall have the meaning set forth in Section 101
of the Loan Agreement.

      "CONTAINER IDENTIFICATION NUMBER" means the unique reference number
assigned to a Container which is painted on or affixed to such Container.

      "CRONOS" shall have the meaning set forth in the preamble hereof.

                                                                              E5
<PAGE>

Exhibit 10.1

      "DEBT SERVICE COVERAGE" means, at the end of each of the four (4)
immediately preceding fiscal quarters, the ratio of (i) the sum of (a) the
consolidated net earnings for the three (3) month period immediately preceding
each such quarter end date and (b) depreciation and amortization for the three
(3) month period immediately preceding each such quarter end date and (c)
non-cash charges (including, but not limited to, deferred taxes) for the three
(3) month period immediately preceding each such quarter end date less (d)
non-cash income for the three (3) month period immediately preceding each such
quarter end date, divided by (ii) the aggregate principal portion of interest
bearing consolidated fund indebtedness of such Person due within the following
twelve (12) months, in each case as determined in accordance with GAAP and as
reported on the most recently available quarterly financial statements of The
Cronos Group.

      "DETERMINATION DATE" shall have the meaning set forth in Section 101 of
the Loan Agreement.

      "DIRECT OPERATING EXPENSE PAYMENTS" for any measurement period means all
fixed or variable operating costs and expenses to the extent actually paid by
Manager in connection with the use and/or operation of the Managed Containers
during such Collection Period but only to the extent not otherwise payable by
the relevant user of such Managed Container and net of any rebate, discount or
other reduction relating to the relevant cost or expense, including without
limitation all of the following:

            (i) expenses of maintaining, repairing, refurbishing, storing,
positioning, transporting and handling of the Managed Containers (in each case
in accordance with the provisions of this Agreement),

            (ii) the proportion of the fees and expenses of agents used by
Manager in the ordinary course of its business that relate to the leasing of
Containers (such proportion calculated on a pro-rata basis according to the
proportion that the TEU of the Managed Containers bears to the TEU of the
Containers in the Container Fleet, including the Managed Containers), depot
charges applicable to the Managed Containers (to the extent not charged as a
storage expense referred to in subparagraph 1 above) and insurance premiums (as
provided for pursuant to Section 7 hereof) including premiums paid by, or to
Affiliates of, Manager,

            (ii) legal fees and expenses incurred by Manager in connection with
the Managed Containers and the collection of amounts payable by container users
pursuant to Leases relating to the Managed Containers,

            (iv) charges, assessments, levies or duties of whatever kind or
nature imposed upon or against the Managed Containers,

            (v) ad valorem, gross receipts, property or other taxes levied
against or upon the Managed Containers or the amounts payable in respect of the
leasing thereof,

            (vi) the costs of any examination, investigation or other
proceedings conducted by any regulatory body relating to operation of the
Managed Containers, and

            (vii) the cost of any capital improvement with respect to a Managed
Container payable by Manager in respect of such measurement period; and

                                                                              E6
<PAGE>

Exhibit 10.1

Notwithstanding the above, Direct Operating Expense Payments do not include (x)
any Borrower Expenses or (y) marketing, general and administrative expenses of
Manager or its Affiliates, whether or not allocable in part or in whole to the
Managed Containers.

      "DIRECT OPERATING EXPENSES" for any measurement period means all fixed or
variable operating costs and expenses to the extent incurred by Manager in
connection with the use and/or operation of the Managed Containers during such
Collection Period but only to the extent not otherwise payable by the relevant
user of such Managed Container and net of any rebate, discount or other
reduction relating to the relevant cost or expense, including without limitation
all of the following:

            (i) expenses of maintaining, repairing, refurbishing, storing,
positioning, transporting and handling of the Managed Containers (in each case
in accordance with the provisions of this Agreement),

            (ii) the proportion of the fees and expenses of agents used by
Manager in the ordinary course of its business that relate to the leasing of
Containers (such proportion calculated on a pro-rata basis according to the
proportion that the TEU of the Managed Containers bears to the TEU of the
Containers in the Container Fleet, including the Managed Containers), depot
charges applicable to the Managed Containers (to the extent not charged as a
storage expense referred to in subparagraph 1 above) and insurance premiums (as
provided for pursuant to Section 7 hereof) including premiums paid by, or to
Affiliates of, Manager,

            (ii) legal fees and expenses incurred by Manager in connection with
the Managed Containers and the collection of amounts payable by container users
pursuant to Leases relating to the Managed Containers,

            (iv) charges, assessments, levies or duties of whatever kind or
nature imposed upon or against the Managed Containers,

            (v) ad valorem, gross receipts, property or other taxes levied
against or upon the Managed Containers or the amounts payable in respect of the
leasing thereof,

            (vi) the costs of any examination, investigation or other
proceedings conducted by any regulatory body relating to operation of the
Managed Containers, and

            (vii) the cost of any capital improvement with respect to a Managed
Container payable by Manager in respect of such measurement period; and

Notwithstanding the above, Direct Operating Expenses do not include (x) any
Borrower Expenses or (y) marketing, general and administrative expenses of
Manager or its Affiliates, whether or not allocable in part or in whole to the
Managed Containers.

      "DISPOSITION FEES" shall have the meaning set forth in Section 5.3 hereof.

      "DOLLARS" or "$" shall have the meaning set forth in Section 101 of the
Loan Agreement.

                                                                              E7
<PAGE>

Exhibit 10.1

      "EARLY AMORTIZATION EVENT" shall have the meaning set forth in Section 101
of the Loan Agreement.

      "EBIT RATIO" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "ELIGIBLE INVESTMENTS" shall have the meaning set forth in Section 101 of
the Loan Agreement.

      "EVENT OF DEFAULT" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "FLEET" means, as of any date of determination, the entire fleet of
Containers (including the Managed Containers) then owned or managed by the
Manager.

      "FORTIS" means Fortis Bank (Nederland) N.V., a Naamloze Vennootschap, its
successors and assigns.

      "GAAP" or "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" shall have the
meaning set forth in Section 101 of the Loan Agreement.

      "GOVERNMENTAL AUTHORITY" shall have the meaning set forth in Section 101
of the Loan Agreement.

      "GROSS CONTAINER REVENUE RECEIPTS" means for any measurement period:

            1. the gross amounts actually received by Manager during such
      measurement period from the leasing of the Managed Containers pursuant to
      Leases, including, without limitation, amounts in respect of per diem
      charges, pick-up and turn-in charges, charges for early termination,
      transportation charges, realized exchange differences, pre-trip inspection
      charges, direct interchange charges, handling and repair charges, off-hire
      service charges, damage protection premiums and other charges relating to
      or arising from the Managed Containers, and

            2. all other amounts actually received by Manager which are
      attributable to the Managed Containers, including but not limited to (i)
      amounts received from the manufacturers or sellers of the Managed
      Containers for breach of sale warranties relating thereto or in settlement
      or satisfaction of any other claims, losses, disputes or proceedings
      relating to the Managed Containers, (ii) amounts received from any other
      Person in settlement of any claims, losses, disputes or proceedings
      relating to the Managed Containers, including insurance proceeds relating
      thereto, (iii) amounts representing insurance proceeds for lost lease
      revenues and (iv) any insurance premiums relating to the Managed
      Containers which have been refunded by the insurer.

Notwithstanding the above, Gross Container Revenue Receipts do not include Sales
Proceeds.

         "GROSS CONTAINER REVENUES" means for any measurement period:

                                                                              E8
<PAGE>

Exhibit 10.1

            1. the gross amounts actually earned by Manager during such
      measurement period from the leasing of the Managed Containers pursuant to
      Leases, including, without limitation, amounts in respect of per diem
      charges, pick-up and turn-in charges, charges for early termination,
      transportation charges, realized exchange differences, pre-trip inspection
      charges, direct interchange charges, handling and repair charges, off-hire
      service charges, damage protection premiums and other charges relating to
      or arising from the Managed Containers, and

            2. all other amounts actually earned by Manager which are
      attributable to the Managed Containers, including but not limited to (i)
      amounts earned from the manufacturers or sellers of the Managed Containers
      for breach of sale warranties relating thereto or in settlement or
      satisfaction of any other claims, losses, disputes or proceedings relating
      to the Managed Containers, (ii) amounts earned from any other Person in
      settlement of any claims, losses, disputes or proceedings relating to the
      Managed Containers, including insurance proceeds relating thereto, (iii)
      amounts representing insurance proceeds for lost lease revenues and (iv)
      any insurance premiums relating to the Managed Containers which have been
      refunded by the insurer.

Notwithstanding the above, Gross Container Revenues do not include Sales
Proceeds.

      "INDEBTEDNESS" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "INSOLVENCY PROCEEDING" means a proceeding under the United States
Bankruptcy Code or the Bermuda Companies Act 1981 or similar applicable law in
any other applicable jurisdiction.

      "INTEREST EXPENSE" means for any period, the aggregate amount of interest
expense as shown for such period on the income statement of the Manager or the
Borrower, as applicable.

      "INTEREST RATE HEDGE AGREEMENT" shall have the meaning set forth in
Section 101 of the Loan Agreement.

      "INTEREST RATE HEDGE PROVIDER" shall have the meaning set forth in Section
101 of the Loan Agreement.

      "LEASE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "LENDER" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "LESSEE" means any Person to whom the Manager (in its capacity as lessor)
leases one or more containers.

      "LIEN" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "LIST OF CONTAINERS" shall have the meaning set forth in Section 101 of
the Loan Agreement.

                                                                              E9
<PAGE>

Exhibit 10.1

      "LOAN AGREEMENT" means the Amended and Restated Loan Agreement, dated as
of March 7, 2003, by and among the Borrower, the Agent and the Lenders from time
to time party thereto, as such agreement may be amended, modified or
supplemented from time to time in accordance with its terms.

      "MANAGED CONTAINERS" means all of the containers owned by Borrower from
time to time, including, without limitation, any Containers acquired by the
Borrower in accordance with the provisions of Section 3.3 hereof.

      "MANAGEMENT FEE" shall have the meaning set forth in Section 5.1 hereof.

      "MANAGEMENT FUNCTIONS" shall have the meaning set forth in Section 2.1
hereof.

      "MANAGER" shall have the meaning set forth in the preamble hereof.

      "MANAGER DEFAULT" shall mean the existence of any of the events or
conditions set forth in Section 11.1 hereof beyond any applicable grace or cure
period set forth therein.

      "MANAGER REPORT" means a written completed informational statement by
Manager in the form attached hereto as Exhibit A to be provided by Manager in
accordance with the terms of this Agreement.

      "MEMBERS AGREEMENT" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "NET BOOK VALUE" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "NET CONTAINER REVENUE RECEIPTS" means, for any period of measurement, the
excess (if any) of (x) the Gross Container Revenue Receipts for such period,
over (y) the Direct Operating Expense Payments for such period.

      "NET CONTAINER REVENUES" means, for any period of measurement, the excess
(if any) of (x) the Gross Container Revenues for such period, over (y) the
Direct Operating Expenses for such period.

      "NET INCOME" means the net income of the Borrower as determined in
accordance with GAAP.

      "NOTE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "OPINION OF COUNSEL" shall have the meaning set forth in Section 101 of
the Loan Agreement.

      "OUTSTANDING" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "OUTSTANDING OBLIGATIONS" shall have the meaning set forth in Section 101
of the Loan Agreement.

                                                                             E10

<PAGE>

Exhibit 10.1

      "PAYMENT DATE" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "PERMITTED LIENS" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "PERSON" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of September
18, 2002, between the Borrower and Cronos Equipment (Bermuda) Ltd., as such
agreement may be amended, modified or supplemented from time to time in
accordance with its terms.

      "PURCHASE PARAMETERS" shall have the meaning set forth in Section 1.1 of
the Members Agreement.

      "RESTRICTED CASH ACCOUNT" shall have the meaning set forth in Section 101
of the Loan Agreement.

      "SALES PROCEEDS" means, with respect to any Managed Container, the gross
proceeds of the sale or other disposition of such Managed Container and
insurance proceeds, if any, received by Manager in respect of a Casualty Loss
affecting such Managed Container, less:

            1. any commission, administrative fee or other amount of cash paid,
      or to be paid, in connection with such sale or other disposition (which
      shall include all handling charges incurred in connection with the
      delivery of such Managed Container to the point of sale and any cash paid,
      or to be paid, in connection with repairs in respect of damage to such
      Managed Container, as determined in the sole discretion of Manager), but
      excluding the Disposition Fee;

            2. the amount considered appropriate by Manager to provide reserves
      for the payment of taxes, insurance, repairs or other costs and expenses
      of Manager attributable to such Managed Container sold or otherwise
      disposed of; and

            3. all costs, expenses and fees paid by Manager in order to ensure
      that such Managed Container sold or otherwise disposed of satisfies
      applicable import, customs, tax and other requirements and restrictions
      and that all required permits and licenses have been obtained and all
      applicable fees paid;

provided, however, that all of the amounts referred to in subparagraphs 1, 2,
and 3 of this definition shall not include (i) any applicable rebate, (ii) any
amount described therein which is charged as a Direct Operating Expense, (iii)
any amount by which the reserves set aside under subparagraph 2 above exceed the
costs and expenses actually incurred by Manager for which such reserves were set
aside and (iv) any payment received by Manager or any Affiliate thereof from the
purchaser of the relevant Managed Container or any other Person in partial or
full payment of such amounts (and to the extent that no such netting occurs, the
amount of any such rebate or payment shall form part of the Sales Proceeds of
the relevant Managed Container).

      "SECURITY AGREEMENT" means the Security Agreement, dated as of September
18, 2002, by Borrower in favor of the Agent.

                                                                             E11
<PAGE>

Exhibit 10.1

      "STRUCTURING/ARRANGEMENT AGENT" means Fortis.

      "STRUCTURING/ARRANGEMENT FEE" shall have the meaning set forth in Section
5.2(B) hereof.

      "SUBSIDIARY" shall have the meaning set forth in Section 101 of the Loan
Agreement.

      "TERMINATED MANAGED CONTAINER" means any Managed Container which is
subject to the terms of this Agreement on the Agreement Termination Date.

      "TEU" means twenty (20) foot equivalent units, a standard measure of the
size of a Container.

      "TRANSACTION DOCUMENTS" shall have the meaning set forth in Section 101 of
the Loan Agreement.

      "TRUST ACCOUNT" shall have the meaning set forth in Section 101 of the
Loan Agreement.

      "WARRANTY PURCHASE AMOUNT" shall have the meaning set forth in Section 1.1
of the Purchase Agreement.

Other capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Loan Agreement or, if not defined therein, as defined
in the Security Agreement.

2.    APPOINTMENT/AGENCY.

      2.1 Upon the terms and conditions hereinafter provided, Borrower hereby
      appoints Cronos Containers (Cayman) Ltd. for the term set forth in Section
      10 hereof to (A) administer the Borrower's business, including performance
      of all of Borrower's duties and observance of all of Borrower's
      obligations under this Agreement, the Loan Agreement and the Security
      Agreement (the functions described in this Section (A) collectively, the
      "Administrative Functions") and (B) operate, lease and manage the Managed
      Containers on behalf of Borrower (the functions described in this Section
      (B) collectively, the "Management Functions"). In furtherance of the
      foregoing, the Borrower hereby grants to Manager the authority to enter
      into, administer and terminate Leases, to sell, transfer or otherwise
      dispose of the Managed Containers, to collect monies and make
      disbursements on behalf of Borrower, and to manage its finances. By
      executing this Agreement, Cronos Containers (Cayman) Ltd. hereby accepts
      such appointment and agrees to perform the Management Functions and the
      Administrative Functions upon the terms and conditions herein.

      2.2 The Borrower shall at all times retain full legal and equitable title
      to the Managed Containers, notwithstanding the management thereof by
      Manager hereunder. Manager shall not make reference to or otherwise deal
      with or treat the Managed Containers in any manner except in conformity
      with this Section 2.2.

                                                                             E12
<PAGE>

Exhibit 10.1

      2.3 Manager shall ensure that the Managed Containers shall carry livery
      and other such markings as may be required for their operation in the
      marine shipping service including, for each Managed Container, the
      Container Identification Number of that Managed Container.

3.    DUTIES/RIGHTS OF MANAGER.

      3.1   (a) Manager shall operate, manage, lease and administer the Managed
      Containers as part of its Fleet and shall perform all managerial and
      administrative functions and provide or arrange for the provision of all
      services of any nature which it considers necessary or desirable to
      fulfill the Management Functions. Without prejudice to the generality of
      the foregoing, Manager shall:

                  (i) seek Lessees, arrange for the leasing and enter into
                  Leases as lessor in its capacity of the agent of the Borrower,
                  and decide the identity of each Lessee, the period of each
                  Lease, the rental or other sums payable thereunder, and the
                  form and content of each Lease;

                  (ii) perform on behalf of Borrower the obligations of the
                  lessor under the Leases;

                  (iii) exercise all rights of the lessor under the Leases,
                  including, without limitation, in the name of Manager, the
                  invoicing and collection of rental and other payments due from
                  Lessees;

                  (iv) take any actions Manager deems necessary to ensure
                  compliance by Lessees with the terms of their Leases;

                  (v) log interchanges of the Managed Containers including the
                  return and re-lease of Managed Containers from depots;

                  (vi) inspect, repair, maintain, service and store the Managed
                  Containers to the extent Manager deems necessary for the
                  purposes of this Agreement, to comply with the Leases and in
                  accordance with Manager's maintenance and repair standards for
                  its Fleet;

                  (vii) sell (either outright or through lease/purchase
                  arrangements) Managed Containers in the ordinary course of its
                  business, including the Manager's sell/repair decision-making
                  procedures that are from time to time in effect; provided
                  that, after giving effect to sale no Asset Base Deficiency
                  would then result;

                  (viii) obtain insurance in accordance with the provisions of
                  Section 9 hereof and in respect of any matters which Manager
                  considers necessary or prudent, including, without limitation,
                  public liability insurance;

                  (ix) follow such credit policies with respect to the leasing
                  of the Managed Containers as it follows from time to time with
                  respect to its

                                                                             E13
<PAGE>

Exhibit 10.1

                  Fleet and, subject to such credit policies, Manager may, in
                  its sole discretion, (a) determine and approve the
                  creditworthiness of any Lessee (but Manager makes no
                  representation and warranty to Borrower as to the solvency or
                  financial stability of any Lessee), (b) determine that any
                  amount due from any Lessee is not collectible, (c) institute
                  and prosecute legal proceedings against a Lessee as permitted
                  by applicable law, (d) terminate or cancel any Lease, (e)
                  recover possession of Managed Containers from any Lessee, (f)
                  settle, compromise or release any proceeding or claim against
                  a Lessee in the name of Manager or, if appropriate, in the
                  name of Borrower, or (g) reinstate any Lease; provided,
                  however, that the Manager shall not materially modify its
                  credit policies with respect to the leasing of the Managed
                  Containers without the prior written consent of the Agent and
                  each Lender in each instance;

                  (x) ensure that each Managed Container carries its Container
                  Identification Number and other markings as may be required
                  for its operation in marine and intermodal shipping;

                  (xi) institute and prosecute claims against the manufacturers
                  of the Managed Containers as Manager may consider advisable
                  for breach of warranty, any defect in condition, design,
                  operation or fitness or any other non-conformity with the
                  terms of manufacture and/or the related sale agreement; and

                  (xii) prepare and deliver the reports required pursuant to
                  Section 7 hereof.

            (b) In discharging the Administrative Functions, Manager shall
            perform the following tasks:

                  (i) contract for the services included in the definition of
                  the term "Borrower Expenses" and arrange for the Borrower to
                  pay such amounts in accordance with the terms of the Loan
                  Agreement;

                  (ii) prepare and file all tax returns required to be filed by
                  Borrower, and arrange for the payment by the Borrower of all
                  taxes incurred by Borrower as a Borrower Expense;

                  (iii) in its sole discretion and in accordance with its normal
                  business practices, direct the Agent, in accordance with the
                  terms of the Loan Agreement, as to which Eligible Investments
                  it shall invest funds held in the Trust Account and the
                  Restricted Cash Account;

                  (iv) enter into Interest Rate Hedge Agreements on Borrower's
                  behalf from time to time in accordance with the provisions of
                  the Loan Agreement;

                                                                             E14
<PAGE>

Exhibit 10.1

                  (v) maintain Borrower's financial books and records and
                  prepare Borrower's financial statements;

                  (vi) notify each Lender and the Agent of any change in the
                  location of Borrower's books and records; and

                  (vii) arrange for such secretarial, accounting,
                  administrative, financial, technical, research, consulting and
                  legal services (other than legal services which would be a
                  Direct Operating Expense) as the Borrower may require from
                  time to time (it being understood that such consulting and
                  legal services constitute Borrower Expenses).

      Nothing contained in this Section 3.1(b) shall be construed as an
      obligation of the Manager to pay Borrower Expenses from its own funds.

      3.2 In performing its Management Functions pursuant to this Agreement,
      Manager shall operate the Fleet in accordance with its reasonable business
      practice and without preference to ownership thereof, and no preference
      will be afforded for or against the Managed Containers. Subject to the
      provisions of this Section 3.2 and the express terms of the Transaction
      Documents, Manager shall have absolute discretion as to the manner of
      performance of its duties and the exercise of its rights under this
      Agreement.

      3.3 [Reserved].

4.    AUTHORITY/CONSENTS.

      Borrower confers on Manager all such authorities and grants all such
consents as may be necessary for Manager's performance of its duties under this
Agreement, and will, at the request of Manager, confirm any such authorities and
consents to any third parties, execute such other documents and do such other
things as Manager may reasonably request for the purpose of giving full effect
to this Agreement and enabling Manager to carry out its duties hereunder.

5.    REMUNERATION.

      5.1 In consideration of Manager providing the Management Functions and the
      Administrative Functions, the Borrower shall pay to Manager on each
      Payment Date for the immediately preceding Collection Period a fee (the
      "Management Fee") in an amount equal to the sum of (A) the product of (i)
      the aggregate Net Container Revenues for such Collection Period,
      multiplied by (ii) eight percent (8.0%) and (B) the product of (x) the net
      Sales Proceeds of each Container for such Collection Period, multiplied by
      (y) five percent (5%). The Management Fee shall be payable from amounts on
      deposit in the Trust Account in accordance with the terms and conditions
      of Section 302 of the Loan Agreement.

      5.2 In connection with each acquisition of a container by the Borrower
      pursuant to the provisions of Section 3.3 herein, the Borrower shall pay
      to the Person(s) set forth below on the date of such acquisition:

                                                                             E15
<PAGE>

Exhibit 10.1

                  (A) to the Acquisition Agent, a fee (the "Acquisition Fee") in
            an amount equal to the product of (x) one and one quarter percent
            (1.25%) and (y) the sum of the vendor's or manufacturer's invoice
            price of such Container and all reasonable and customary inspection,
            transport, and initial positioning costs necessary to put such
            container in service; and

                  (B) to the Structuring/Arrangement Agent, a fee (the
            "Structuring/Arrangement Fee") in an amount equal to the product of
            (x) one and one quarter percent (1.25%) and (y) the sum of the
            vendor's or manufacturer's invoice price of such Container and all
            reasonable and customary inspection, transport, and initial
            positioning costs necessary to put such container in service.

Each of the Acquisition Fee and the Structuring/Arrangement Fee shall be added
to the purchase price of the related Containers and shall be paid by the
Borrower on the date on which such Container is acquired by the Borrower.

      5.3 In connection with each sale or other disposition of a Managed
      Container by the Borrower, the Borrower shall pay to the Manager on each
      Payment Date a fee (the "Disposition Fee") that is equal to the product of
      (x) five percent (5%) and (y) the Sales Proceeds (exclusive of any repair
      allowances) with respect to each sale of a Managed Container in the
      immediately preceding Collection Period provided that such Sales Proceeds
      exceeds the Net Book Value of the related Managed Container on the date of
      disposition thereof. All such Disposition Fees earned in any Collection
      Period shall be payable on the immediately succeeding Payment Date from
      amounts on deposit in the Trust Account in accordance with the provisions
      of Section 302 of the Loan Agreement.

6.    PAYMENTS TO/FROM BORROWER.

      6.1 The Manager shall remit to the Trust Account on a weekly basis all Net
      Container Revenue Receipts and all Sales Proceeds (less any related
      Disposition Fees) actually received for the immediately preceding calendar
      week.

      6.2 Manager's obligation under this Agreement to deposit Net Container
      Revenue Receipts and all Sales Proceeds (less any related Disposition
      Fees) to the Trust Account in accordance with the provisions of Section
      6.1 shall be absolute and unconditional and all payments thereof shall be
      made free and clear of and without any deduction for or on account of any
      set-off or counterclaim or any circumstance, recoupment, defense or other
      right which Manager may have against Borrower or any other Person for any
      reason whatsoever (whether in connection with the transactions
      contemplated hereby or any other transactions), including, without
      limitation, (i) any defect in title, condition, design or fitness for use
      of, or any damage to or loss or destruction of, any Managed Container,
      (ii) any insolvency, bankruptcy, moratorium, reorganization or similar
      proceeding by or against Manager or any other Person or (iii) any other
      circumstance, happening or event whatsoever, whether or not unforeseen or
      similar to any of the foregoing.

      6.3 All payments hereunder shall be made in United States Dollars by wire
      transfer of immediately available funds prior to 3:00 P.M., London time,
      on the date of payment.

                                                                             E16
<PAGE>

Exhibit 10.1

7.    COVENANTS OF MANAGER.

      7.1 On or prior to each Determination Date, Manager shall deliver to the
      Borrower, the Agent and each Lender, in the format which Manager uses for
      its Fleet, a report as to the Managed Containers reporting: (a)
      utilization rates; (b) average lease rates; (c) receivables aging; and (d)
      the collections (such report, a "Monthly Lease Report").

      7.2 On or prior to each Determination Date, Manager will deliver a Manager
      Report to each of the Borrower, the Agent and each Lender.

      7.3 On or prior to (i) each Determination Date and (ii) any date on which
      an Advance is made to Borrower under the Loan Agreement, Manager will
      deliver to Borrower, the Agent and each Lender an Asset Base Certificate,
      calculated using the data available to Manager (x) with respect to the
      Asset Base Certificate delivered on each Determination Date, as of the end
      of the immediately preceding Collection Period, and (y) with respect to
      the Asset Base Certificate delivered on each advance date, as of the date
      of such Asset Base Certificate and after giving effect to such advance.

      7.4 Manager shall provide to each of the Borrower, the Agent and each
      Lender an annual confirmation of the renewal of insurance required by
      Section 9.2 hereof within forty-five (45) days of each such renewal.

      7.5 Manager shall provide, in the form which Manager uses for its own
      operations, any other reports and information available with respect to
      the Managed Containers reasonably requested by the Borrower, the Agent or
      any Lender.

      7.6 Manager shall maintain, at the office of its Affiliate, Cronos
      Containers Limited, located at The Ice House, Dean Street, Marlow,
      Buckinghamshire SL7 3AB, England, such books and records (including
      computer records) with respect to the Managed Containers as it maintains
      for the Fleet and the leasing thereof, including a computer database
      including the Managed Containers (containing sufficient information to
      generate the List of Containers and the reports required to be delivered
      pursuant to this Agreement), any Leases relating thereto, the Lessees (if
      on-hire) or location (if off-hire), and their Net Book Value. Manager
      shall notify the Borrower, the Agent and each Lender of any change in the
      location of Manager's books and records.

      7.7 Upon reasonable request, Manager shall make available (and cause any
      of its Affiliates engaged in the management of the Managed Containers to
      be made available) to Borrower, the Agent and each Lender, for inspection
      and copying, its books, records and reports relating to the Managed
      Containers and copies of all Leases or other documents relating thereto,
      all in the format which Manager uses for the Fleet. Such inspections shall
      be conducted during normal business hours and shall not unreasonably
      disrupt Manager's business. Manager shall grant the Agent, the Borrower
      and each Lender access to Manager's computer systems and data contained
      therein, but not copies of the software itself. The Borrower, the Agent
      and each Lender shall have the right, upon reasonable request, to inspect
      the Managed Containers at any time, upon reasonable notice and to the
      extent Manager has access thereto, subject to the Leases, and provided

                                                                             E17
<PAGE>

Exhibit 10.1

      such inspection does not interfere with utilization of the Managed
      Containers in the ordinary course of business. The Manager shall reimburse
      the Borrower, the Agent and each Lender, as the case may be, for all
      reasonable out-of-pocket costs and expenses of such party for any
      inspections occurring during the continuance of a Manager Default.

      7.8 The Manager shall provide to the Borrower, each Lender promptly after
      each shall become available, all of the following: (i) written notice of
      any material change in the Manager's credit and collection policy (which
      determination shall be made in the reasonable discretion of the Manager),
      and (ii) summaries of all management letter comments relating to the
      Borrower or Manager issued by the independent accountants of the Borrower
      or Manager (as the case may be) to the board of the directors of the
      Borrower or Manager (as the case may be) or any of its committees that the
      Borrower or the Manager, in its sole discretion, deems material.

      7.9 The Manager will deliver to the Borrower, the Agent and each Lender:

            (i) Immediately upon becoming aware of the existence of any
            condition or event which constitutes a Manager Default or which,
            with notice and lapse of time, would become a Manager Default, a
            written notice describing its nature and period of existence and
            what action the Manager is taking or proposes to take with respect
            thereto;

            (ii) As applicable and promptly upon their becoming available, one
            copy of each report (including reports on Form 8-K, 10-K and 10-Q),
            definitive proxy statement, registration statement (upon it becoming
            effective), definitive prospectus and notices that the Manager for
            and on behalf of Borrower, filed with or delivered to any securities
            exchange or the Securities and Exchange Commission or any successor
            agency; and

            (iii) Promptly upon the Manager's becoming aware of:

                  (x) any threatened or pending investigation of it by any
            Governmental Authority or agency, or

                  (y) any threatened or pending court or administrative
            Proceeding which individually or in the aggregate involves the
            possibility of materially and adversely affecting a material portion
            of the Managed Containers or the business or financial conditions of
            the Manager,

      a written notice specifying the nature of such investigation or proceeding
      and what action the Manager is taking or proposes to take with respect
      thereto and evaluating its merits.

      7.10 The Manager shall furnish or cause to be furnished to each Person who
      is identified by the Agent to the Manager as a Person who was a Lender at
      any time during such year and to the Agent, within a reasonable time after
      the end of each calendar year, a report setting forth the amount of
      principal and interest paid on each Note during such year and such other
      customary factual information as any Lender reasonably requests from time
      to time, to enable Lenders to prepare their tax returns. In addition, if
      any class

                                                                             E18
<PAGE>

Exhibit 10.1

      of Notes are issued with original issue discount, the Manager shall
      provide or cause to be provided to the IRS and the Lenders information
      statements with respect to original issue discount as required by the Code
      or as such Lenders may reasonably request from time to time.

      7.11 The Manager shall provide to each of the Members (as defined in the
      Members Agreement) each of the financial reports required pursuant to the
      Members Agreement.

      7.12 The Manager shall deliver to the Agent and each Lender:

            (i) Annual Statements -- within 120 days after the end of each
            fiscal year of each of the Borrower and The Cronos Group, one copy
            of:

                  (a) the balance sheet of the Borrower and the consolidated
                  balance sheet of The Cronos Group and its consolidated
                  subsidiaries, at the end of such fiscal year; and

                  (b) statements of income, retained earnings and cash flows of
                  the Borrower and the consolidated statements of income,
                  retained earnings and cash flows of The Cronos Group and its
                  consolidated subsidiaries for the fiscal year then ended,

      setting forth in each case in comparative form the figures for the
      previous fiscal year, all in reasonable detail and, in the case of The
      Cronos Group, accompanied by an opinion of a firm of independent certified
      public accountants of recognized national standing, stating that such
      financial statements present fairly in all material respects the financial
      condition of The Cronos Group and its consolidated subsidiaries and have
      been prepared in accordance with generally accepted accounting principles
      consistently applied (except for changes in application in which such
      accountants concur and footnote), and that the examination of such
      accountants in connection with such financial statements has been made in
      accordance with generally accepted auditing standards;

            (ii) Quarterly Statements -- within 60 days after the end of each
            fiscal quarter of each of the Borrower and The Cronos Group, one
            copy of:

                  (a) the balance sheets of the Borrower and the consolidated
                  balance sheets of The Cronos Group and its consolidated
                  subsidiaries, at the end of such fiscal quarter; and

                  (b) the statements of income, retained earnings and cash flows
                  of the Borrower and the consolidated statements of income,
                  retained earnings and cash flows of The Cronos Group and its
                  consolidated subsidiaries for the fiscal quarter and that
                  portion of the fiscal year then ended, setting forth in each
                  case in comparative form the figures for the equivalent
                  timeframe for the previous year;

            (iii) SEC and Other Reports -- promptly upon their becoming
            available, one copy of each report (if any), definitive proxy
            statement, registration statement

                                                                             E19
<PAGE>

Exhibit 10.1

            (upon it becoming effective) and definitive prospectus filed by The
            Cronos Group or the Borrower with or delivered to any securities
            exchange or the Securities and Exchange Commission or any successor
            agency; and

            (iv) Requested Information -- with reasonable promptness, but in any
            event within two calendar weeks of the date requested, (A) any data
            and information so requested and (B) any other publicly available
            information with respect to The Cronos Group, in each case as may be
            requested from time to time by the Agent or any Lender.

      7.13 The Manager shall deliver to each of the Borrower, the Agent and each
      Lender, within sixty (60) days after the end of each fiscal quarter, one
      copy of:

            (i) a certificate setting forth the calculation of EBIT Ratio of the
            Borrower as of such quarter end;

            (ii) a certificate setting forth the financial calculations for The
            Cronos Group set forth in Section 11.1(p) and 11.1(r) hereof as of
            such quarter end; and

            (iii) certificate setting forth the Weighted Average Age of the
            Managed Containers as of such quarter end.

      7.14 Manager shall not, without the prior written consent of the Agent
      amend, modify or terminate the lease agent agreement between the Manager
      and Cronos Containers Limited that is in effect on the Closing Date;
      provided, however, that the Manager and Cronos Containers Limited may
      modify the fee arrangements set forth in the lease agent agreement without
      the prior written consent of the Agent.

      7.15 The Manager shall at all times comply with the Purchase Parameters,
      as such Purchase Parameters may be amended or otherwise modified from time
      to time. The Borrower shall provide the Manager with a copy of the
      Purchase Parameters as in effect on the date hereof and shall promptly
      provide to the Manager a copy of all amendments thereto, together with
      evidence satisfactory to the Manager as to the approval by the board of
      directors of the Borrower of each such amendment.

      7.16 The Manager shall, at the Borrower's sole cost and expense and solely
      to the extent that the Agent has not made such filings, execute and file
      UCC financing statements, short form grants, charges and other documents,
      and take such other action, in such manner and in such places as may be
      required pursuant to Applicable Law or as may be reasonably requested by
      the Agent, or any Lender to preserve, maintain, perfect, continue and
      protect the first priority perfected security interest of the Agent, on
      behalf of the Lenders, in the Collateral. The Manager or an Affiliate
      thereof is holding the Leases (to the extent, but only to the extent that,
      such Leases relate to the Managed Containers) on behalf of, and for the
      benefit of, the Agent, on behalf of the Lenders. None of such Leases shall
      have any marks or notations indicating that they have been pledged
      assigned or otherwise conveyed to any Person other than the Agent, on
      behalf of the Lenders.

                                                                             E20
<PAGE>

Exhibit 10.1

      7.17 The Manager will comply, in all material respects, with all acts,
      rules, regulations, orders, decrees and directions of any Governmental
      Authority applicable to the Collateral or any part thereof; provided,
      however, that the Manager may contest any act, regulation, order, decree
      or direction in any reasonable manner which shall not materially and
      adversely affect the rights of the Borrower, the Agent or any Lenders in
      the Collateral, provided further that, with respect to any statutes
      administered and the regulations promulgated by the U.S. Treasury
      Department's Office of Foreign Assets Control, the Manager shall comply
      with such statutes and regulations as if the Borrower were subject to the
      laws of the United States.

8.    WARRANTY.

      8.1 THE MANAGED CONTAINERS ARE BEING DELIVERED BY BORROWER TO MANAGER "AS
      IS". BORROWER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
      WITH RESPECT TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR ANY
      PARTICULAR PURPOSE OF THE MANAGED CONTAINERS, THE ABSENCE OF LATENT OR
      OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE ABSENCE OF OBLIGATIONS
      BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY
      WHATSOEVER, EXPRESS OR IMPLIED.

      8.2 MANAGER WARRANTS THAT IT WILL CARRY OUT ITS SERVICES WITH REASONABLE
      CARE AND SKILL. THIS EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,
      WHETHER EXPRESS OR IMPLIED. UNDER NO CIRCUMSTANCES SHALL MANAGER HAVE ANY
      LIABILITY TO BORROWER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES.

9.    INSURANCE.

      9.1 Manager shall require each Lessee of a Managed Container and depot
      owners in which a Managed Container is stored to place and maintain a
      primary insurance policy covering the Managed Containers against all
      normally insurable risks (including, but not limited to, liability and
      property casualty insurance) in amounts and on terms agreed to by Manager.
      The amount of insurance coverage maintained by each Lessee shall be in the
      sole discretion of Manager; provided, however, that the amount and terms
      and conditions of such insurance shall be no less than that required
      generally by Manager with respect to other Containers in the Fleet of a
      similar type used in a similar manner by similar Lessees.

      9.2 Manager shall place and maintain secondary insurance covering physical
      loss, damage and liability coverage to the Managed Containers in addition
      to and payable only upon the failure of the primary coverage (as referred
      to in Section 9.1 hereof) upon such terms and in such amounts, and with
      such deductibles, as shall be determined by Manager in its sole
      discretion; provided, however, that the amount and terms and conditions of
      such insurance shall be no less than that required generally by Manager
      with respect to other Containers in the Fleet of a similar type used in a
      similar manner by similar Lessees. Such insurance shall cover physical
      damage to the Managed Containers while

                                                                             E21
<PAGE>

Exhibit 10.1

      on land, afloat, in transit or at rest anywhere in the world and liability
      for damage to person or property for limits of at least $2 million per
      occurrence and $20 million in aggregate. Any such casualty insurance shall
      be endorsed with a loss payable clause in favor of Agent with respect to
      the Managed Containers, and any such liability insurance shall name the
      Agent and each Lender as an additional insured. As soon as practicable and
      in any event not later than 30 days following the lapse or loss of
      coverage provided by such secondary insurance, Manager shall give notice
      to Borrower and the Agent that such secondary insurance is no longer in
      place with respect to the Managed Containers. Notwithstanding the
      foregoing, Manager shall not be required to maintain such secondary
      insurance unless such insurance is available in the London commercial
      insurance market on terms and at premium levels that are considered
      commercially reasonable by owners or operators of containers in the marine
      cargo container industry.

      9.3 Manager or its Affiliates may include the insurance required hereunder
      in policies covering the entire Fleet, in which event the cost thereof
      shall be apportioned between Borrower and the other container owners on a
      pro rata basis according to proportion that the TEU of the Managed
      Containers bears to the TEU of the total Containers in the Fleet. All
      insurance premiums, including any premiums paid to Affiliates of Manager,
      payable under such policies in the event of any loss shall be included in
      Direct Operating Expense Payments on such basis.

      9.4 Borrower hereby irrevocably appoints Manager as the agent of Borrower
      for the purpose of receiving all monies payable under such policy or
      policies of insurance as described in Sections 9.1 and 9.2 hereof, whether
      effected by Manager, depots or Lessees, and Manager may give a good
      discharge therefor to the insurance company for all such monies.

10.   TERM; RESIGNATION BY MANAGER.

      10.1 This Agreement shall come into force on the date hereof and, subject
      to the provisions of Section 11 hereof, shall continue in force with
      respect to a Managed Container until the earliest to occur of (i) the
      receipt by the Manager of casualty loss or insurance proceeds (if any)
      with respect to such Managed Container following the destruction or loss
      of such Managed Container by its Lessee or other third party, (ii) the
      sale or other disposition of such Managed Container by Manager pursuant to
      the terms of this Agreement, (iii) the date on which such Managed
      Container is repurchased or replaced pursuant to the terms of the Purchase
      Agreement, and (iv) the Agreement Termination Date.

      10.2 The Manager may not resign from its obligations and duties as Manager
      hereunder, except (i) with the prior written consent of the Borrower, the
      Agent and the Majority Lenders or (ii) upon a determination by the Manager
      that the performance by Manager of its duties under this Agreement is no
      longer permissible under applicable law, which determination shall be
      evidenced by an Opinion of Counsel, in form and substance reasonably
      satisfactory to the Borrower and the Agent, to such effect delivered to
      the Agent and each Lender. No such resignation shall, to the extent
      consistent with Applicable Law, become effective until the Back-up Manager
      has assumed the

                                                                             E22
<PAGE>

Exhibit 10.1

      responsibilities of the resigning Manager in accordance with the terms of
      this Agreement and the other Transaction Documents.

11.   MANAGER DEFAULT.

      11.1 The existence of any of the following events or conditions beyond any
      applicable grace and/or cure period shall constitute a Manager Default:

            (a) Manager shall fail to (i) make any deposit to the Trust Account
            within three (3) Business Days after the due date thereof, or (ii)
            deliver a Manager Report or an Asset Base Certificate within three
            (3) Business Days after the due date thereof or (iii) deliver any of
            the financial statements set forth in Section 7.12 hereof within
            fifteen (15) days after the required timeframes specified therein;

            (b) Manager shall fail to carry and maintain (or cause to be carried
            and maintained) liability insurance and, to the extent such
            insurance is available on commercially reasonable terms, physical
            loss and damage insurance with respect to the Managed Containers in
            accordance with the requirements of Section 9 hereof for a period of
            more than thirty (30) days from the earlier to occur of (A) an
            officer of Manager obtaining actual knowledge of such failure and
            (B) receipt of written notice by an officer of Manager of such
            failure;

            (c) Manager shall consent to the appointment of or taking possession
            of all or a substantial part of its property by a receiver,
            encumbrancer, liquidator or similar official, or shall admit in
            writing its inability to pay its debts generally as they become due,
            or shall make a general assignment for the benefit of, or a
            composition with, all or some of its creditors, or shall voluntarily
            commence any proceeding seeking liquidation, reorganisation or other
            relief with respect to itself or its debts under any bankruptcy,
            insolvency or other similar law, or being unable to pay its debts as
            they fall due shall commence negotiations with any one or more of
            its creditors with a view to the general readjustment or
            rescheduling of its indebtedness;

            (d) any covenant (to the extent not otherwise addressed in this
            Section 11), agreement or statement made by Manager in this
            Agreement or in any notice or other document, certificate or
            statement delivered by it pursuant hereto (including any Manager
            Report or Asset Base Certificate) or in connection herewith or
            therewith the breach or non-performance of which is reasonably
            likely have a material and adverse effect on the Borrower, Agent or
            any Lender and (where capable of remedy) such defect has not been
            remedied within 30 days of the earlier to occur of (A) an officer of
            Manager obtaining actual knowledge of such failure and (B) receipt
            of written notice by Manager of such failure;

            (e) any representation or warranty made by Manager in this Agreement
            or in any notice or other document, certificate or statement
            delivered by it pursuant hereto (including any Manager Report or
            Asset Base Certificate) or in connection herewith or therewith the
            breach or non-performance of which is reasonably

                                                                             E23
<PAGE>

Exhibit 10.1

            likely to have a material and adverse effect on the Borrower, Agent
            or any Lender and (where capable of remedy) such defect has not been
            remedied within 30 days of the earlier to occur of (A) an officer of
            Manager obtaining actual knowledge of such failure and (B) receipt
            of written notice by Manager of such failure;

            (f) a receiver, receiver and manager, liquidator, provisional
            liquidator, administrator or other similar person shall be appointed
            for Manager or a substantial part of its assets or any resolution of
            the directors or shareholders of Manager shall be passed or a
            petition shall be lodged for the purpose of such appointment which
            shall not be revoked or set aside within 60 days of being passed or
            lodged;

            (g) Manager shall be insolvent or unable to pay its debts when they
            fall due, or Manager shall stop, suspend or threaten to stop or
            suspend payment of all or a material part of its debts or a
            moratorium is agreed or declared in respect of or affecting all or a
            material part of (or a particular type of) Manager's debts;

            (h) a distress, attachment, execution or other legal process shall
            be levied or enforced against the assets of Manager that has a
            material adverse effect on the Borrower, Agent or Noteholders, such
            determination to be made in the sole discretion of the Noteholders,
            which shall not be revoked or set aside within 60 days of being
            passed or lodged;

            (i) a person entitled to the benefit of any mortgage, charge or
            other encumbrance shall take possession of all or a material part of
            the assets of Manager;

            (j) the Independent Accountant of The Cronos Group shall resign or
            otherwise be replaced and shall not have been replaced by a
            replacement independent accountant within sixty (60) days after the
            date of resignation or replacement;

            (k) judgments are rendered against The Cronos Group which
            individually or in the aggregate exceed the amount of $3,000,000
            accrued for litigation contingencies by The Cronos Group in its
            annual report on Form 10-K filed with the Securities and Exchange
            Commission for the fiscal year ended December 31, 2003 by more than
            $1,000,000, and which judgment(s) remains (i) unpaid and (ii) are
            not stayed by notice of filing of an appeal, the posting of a bond,
            or by agreement with the judgment creditor(s), for a period of sixty
            (60) days after the entry thereof;;

            (l) the institution of any legal proceeding against the Manager or
            any Affiliate, which, if determined adversely, would in the
            reasonable judgment of the Agent (after consultation with counsel,
            including counsel for the Manager) is reasonably likely to have a
            material adverse effect on the ability of the Manager to perform its
            obligations hereunder;

                                                                             E24
<PAGE>

Exhibit 10.1

            (m) the return of Stefan M. Palatin in a management position with
            the Manager or any of its Affiliates;

            (n) except as permitted by Sections 13 and 21.5 hereof, Manager
            assigns its interest under this Agreement;

            (o) the occurrence of an Event of Default under the Loan Agreement;

            (p) the Consolidated Tangible Net Worth of The Cronos Group (as
            reflected in the most recently available financial statements of The
            Cronos Group delivered pursuant to Section 7.12 hereof) shall be
            less than an amount equal to the sum of (i) Forty-Five Million
            Dollars ($45,000,000) and (ii) the product of (x) fifty percent
            (50%) and (y) all consolidated net income (but not reduced for net
            losses), determined in accordance with GAAP, of The Cronos Group and
            its consolidated Subsidiaries for all periods commencing after
            December 31, 2002;

            (q) a Change of Control shall occur with respect to The Cronos
            Group, unless all of the following conditions are satisfied after
            giving effect to such Change of Control: (A) The Cronos Group is the
            surviving entity of such sale, conveyance, contribution, transfer or
            lease of all, or substantially all, of its assets to any Person, (B)
            no Manager Default (or event or condition which with the giving of
            notice or the passage of time or both would become a Manager
            Default) would occur after giving effect to such Change of Control
            and (c) after giving effect to such Change of Control, The Cronos
            Group has a Consolidated Tangible Net Worth greater than or equal to
            its Consolidated Tangible Net Worth at the end of the fiscal quarter
            immediately preceding such Change of Control;

            (r) the EBIT Ratio (measured on a consolidated basis) of The Cronos
            Group shall be less than 1.10:1.0, as calculated on a rolling
            six-quarter basis, as of the end of any fiscal quarter;

            (s) a default by The Cronos Group or any Subsidiary of The Cronos
            Group in the payment of any principal or interest on any
            Indebtedness for borrowed money which, individually or in the
            aggregate, exceeds Two Million Dollars ($2,000,000) beyond the
            period of grace, if any, specified therefor in the applicable
            instrument evidencing such Indebtedness; or the occurrence of any
            event or the existence of any condition, the effect of which is to
            cause or permit holders of debt more than Two Million Dollars
            ($2,000,000), individually or in the aggregate, of Indebtedness for
            borrowed money of The Cronos Group or any Subsidiary thereof to
            become due before its (or their) stated maturity date(s) or
            regularly scheduled dates of payments and such event or condition
            remains unremedied for more than sixty (60) days; or

            (t) The Cronos Group shall fail to maintain either of the following
            financial covenants as of the end of any fiscal quarter: (i) a
            minimum Debt Service Coverage of 1.25 to 1.00 and (ii) a maximum
            Consolidated Tangible Net Worth Leverage Ratio of 4.50 to 1.00.

                                                                             E25
<PAGE>

Exhibit 10.1

      11.2 If a Manager Default shall have occurred and be continuing, the Agent
      (if any amounts owing pursuant to the Loan Agreement are still
      outstanding) or, in all other cases, the Borrower, shall have the right in
      its discretion, in addition to any other rights or remedies that it may
      have under any Applicable Law or in equity, (i) to immediately terminate
      this Agreement with respect to all Managed Containers then subject to the
      terms of this Agreement, (ii) subject to any right of quiet enjoyment of a
      Lessee under any Managed Container then on lease, to repossess the Managed
      Containers wherever located (at Borrower's sole cost and expense unless
      more than 5% of the Managed Containers are located at a single depot in
      which case Manager shall bear the cost and expense of the repossession of
      such Managed Containers that exceed 5% of the total number of Managed
      Containers in the Fleet), and (iii) to take any other such action as the
      Borrower or the Agent, as the case may be, deems appropriate under the
      circumstances, including assigning this Agreement to the Back-up Manager
      or any other Person designated by the Agent with the written approval of
      the Majority Lenders. Notwithstanding such termination pursuant to the
      provisions of this Section 11.2, Borrower shall continue to receive from
      the terminated Manager all Net Container Revenue Receipts due hereunder
      until such repossession is effected and the Lessees make payments with
      respect to the Managed Containers to the Back-up Manager.

      11.3 Upon any termination of this Agreement as aforesaid, Manager shall
      cooperate with Borrower in transferring management of the Managed
      Containers to the Back-up Manager or any other Person designated by the
      Agent with the written approval of the Majority Lenders. Such cooperation
      shall include, without limitation, making available books and records
      (including computer records) pertaining to Manager's activities hereunder
      (including the status and location of each Managed Container), promptly
      notifying Lessees of the repossession of the Managed Containers by
      Borrower and/or the Back-up Manager, transferring funds belonging to
      Borrower to such accounts as are designated by Borrower and/or the Back-up
      Manager and taking any other action as may be reasonably requested by
      Borrower and/or the Back-up Manager to ensure the orderly transfer and
      repossession of the Managed Containers to Borrower or its designee. The
      Manager shall promptly remit to the Back-up Manager or such other Person
      as the Agent shall designate all payments received from the Lessees with
      respect to the Managed Containers after the Agreement Termination Date.
      The Manager hereby agrees to transfer to the Back-up Manager copies of its
      electronic records and all other records, correspondence and documents
      relating to the Managed Containers in the manner and at such times as the
      Back-up Manager shall reasonably request and do any and all other acts or
      things necessary or appropriate to effect the purposes of termination.

      11.4 During the period commencing on the date on which the Borrower acting
      at the direction of the Agent have terminated this Agreement, a firm of
      Independent Accountants reasonably satisfactory to the Borrower, acting at
      the direction of the Agent, will review for each month the Manager's
      calculation of the Net Container Revenue Receipts. The reasonable expense
      of such accountants shall be for the account of the replaced Manager. Such
      Independent Accountants will provide a report to the Agent, each Lender,
      the Manager and the Borrower, coincident with the delivery of each Manager
      Report, as to the conformity of such calculations with the terms of the
      Manager Report.

                                                                             E26
<PAGE>

Exhibit 10.1

      11.5 Manager, irrevocably and by way of security to Borrower for the
      obligations of Manager herein, appoints Agent to be its attorney-in-fact
      in the event that Manager Default shall have occurred and be continuing
      (with full power to appoint substitutes and to delegate, including power
      to authorize the Person so appointed to make further appointments) on
      behalf of Manager and in its name or otherwise to execute any document,
      with power to date the same, and to give any notice and to do any act or
      thing which Manager is obliged to execute or do, under this Agreement or
      otherwise, and which Manager fails to do after reasonable request therefor
      by Borrower or Agent; and any person appointed as the substitute or
      delegate of Agent shall, in connection with the exercise of the said power
      of attorney, be the agent of Manager. Manager hereby ratifies and confirms
      and agrees to ratify and confirm whatever any such attorney shall do or
      propose to do in the exercise or purported exercise of all or any of the
      powers, authorities and discretion referred to in this paragraph.

      11.6 Upon the occurrence of a Manager Default, Manager and Borrower shall
      take reasonable direction in accordance with this Agreement from, and
      fully cooperate with, Agent. The prior written consent of the Agent must
      be obtained in order to waive any Manager Default or any or all of its
      consequences. Upon any such waiver of a past default, such default shall
      cease to exist, and any default arising therefrom shall be deemed to have
      been remedied for every purpose of this Agreement. No such waiver shall
      extend to any subsequent or other default or impair any right consequent
      thereon except to the extent expressly so waived.

      11.7 In no event shall Manager be required to act in any manner
      inconsistent with the rights of Lessees under any Leases related to the
      Managed Containers.

      11.8 Termination of this Agreement shall be without prejudice to the
      rights and obligations of the parties which have accrued prior to such
      termination; provided, however, that any amount then due to Manager shall
      be reduced by the reasonable and necessary out-of-pocket costs incurred by
      Borrower, the Agent and the Back-up Manager in connection with the removal
      and replacement of Manager.

12.   NON-EXCLUSIVITY.

      During the term of this Agreement, Manager may provide services (similar
or dissimilar) directly or indirectly to any other Person or on behalf of any
other Person.

13.   SUB-CONTRACTORS AND AGENTS.

      Borrower hereby consents to and agrees that, in performing its duties
hereunder, Manager may further contract with its Affiliates or Subsidiaries to
provide any or all services to be provided by Manager, provided that Manager
shall remain primarily liable for all services which its Affiliates have
contracted to perform. Borrower further consents to and agrees that Manager
shall be entitled to appoint subcontractors or agents who are not its Affiliates
or Subsidiaries to carry out any portion of its duties hereunder; provided,
however, that (i) Manager shall remain primarily liable for all such services
and (ii) the Agent shall have given its prior written consent to each such
appointment.

                                                                             E27
<PAGE>

Exhibit 10.1

14.   LIENS.

      Manager agrees not to create, incur, assume or grant, or suffer to exist,
directly or indirectly, any lien, security interest, pledge or hypothecation of
any kind on or concerning the Managed Containers, title thereto or any interest
therein or in this Agreement to any Person other than Borrower, except (i) liens
for taxes not yet due or being contested in good faith by appropriate
proceedings so long as such proceedings do not involve any material danger of
the sale, forfeiture or loss of any Managed Container, (ii) materialmen's,
mechanics', workmen's, repairmen's or other similar liens arising in the
ordinary course of business (including those arising under maintenance
agreements entered into in the ordinary course of business) securing obligations
that are not overdue or are being contested in good faith by appropriate
proceedings so long as such proceedings do not involve any material danger of
the sale, forfeiture or loss of any Managed Container and (iii) the Liens
created pursuant to the Transaction Documents. Manager will promptly, at its
expense, take or cause to be taken such actions as may be necessary duly to
discharge any such lien not excepted above if the same shall arise at any time.

15.   NO PARTNERSHIP.

      Nothing in this Agreement shall be deemed to constitute a partnership
between the parties hereto.

16.   FORCE MAJEURE.

      Neither party shall be deemed to be in breach of its obligations hereunder
nor shall it be liable to the other for any loss or damage which may be suffered
as a direct or indirect result of the performance of any of their respective
obligations being prevented, hindered or delayed by reason of any Force Majeure
circumstances. "Force Majeure circumstances" shall mean any act of God, war,
riot, civil commotion, strike, lock-out, trade dispute or labor disturbance,
accident, breakdown of plant or machinery, explosion, fire, flood, difficulty in
obtaining workmen, materials or transport, government action, epidemic,
difficulty or impossibility in obtaining access to any of the Managed
Containers, or other circumstances whatsoever outside the control of such party
affecting the performance of such party's duties hereunder.

17.   CURRENCY/BUSINESS DAY.

      17.1 All sums payable under this Agreement shall be paid in U.S. Dollars.

      17.2 Notwithstanding anything to the contrary contained herein, if any
      date on which a payment becomes due hereunder is not a Business Day, then
      such payment may be made on the next succeeding Business Day with the same
      force and effect as if made on such scheduled date.

18.   INDEMNIFICATION.

      18.1 Borrower shall defend, indemnify and hold Manager and its Affiliates
      and their respective shareholders, officers, directors, agents and
      employees (collectively, "Manager Indemnified Parties") harmless from and
      against any Claims or Losses (defined as including all claims, actions,
      damages, expenses, losses or liabilities, including, without

                                                                             E28
<PAGE>

Exhibit 10.1

      limitation, reasonable attorneys' fees and other out-of-pocket expenses,
      incurred in defending against such Claims or Losses) asserted against, or
      incurred by, any Manager Indemnified Party and arising with respect to the
      Managed Containers or the services rendered by the Manager to the Borrower
      (including Administrative Functions and Management Functions) pursuant to
      the terms of this Agreement; provided, however, that the foregoing
      indemnity shall not apply to any Claims or Losses to the extent caused by,
      or arising from, (i) the gross negligence or the willful misconduct of the
      Manager in the case of the Administrative Functions, (ii) the negligence,
      gross negligence or willful misconduct of Manager in the case of the
      Management Functions, (iii) a breach by the Manager of its contractual
      obligations hereunder (other than with respect to the Administrative
      Functions) or (iv) any material misrepresentation made by the Manager
      herein. Manager hereby subordinates its claims under this Section 18.1 to
      all claims which have priority in payment under Section 302 of the Loan
      Agreement, and further agrees that any such claims shall only be payable
      at the times and in the amounts for which funds are available for such
      purpose pursuant to Section 302 of the Loan Agreement; provided, however,
      that no such subordination of the Manager shall apply to any amounts that
      would otherwise be included in the definition of Direct Operating Expense
      Payments set forth herein.

      18.2 Cronos Containers (Cayman) Ltd., in its capacity as the initial
      Manager, agrees to, and hereby does, indemnify and hold harmless the
      Borrower, its assignees and their respective officers, directors,
      employees and agents (each of the foregoing, an "Indemnified Party")
      against any and all liabilities, losses, damages, penalties, costs and
      expenses (including costs of defense and legal fees and expenses) which
      may be incurred or suffered by any Indemnified Party (except to the extent
      caused by the negligence or willful misconduct of any Indemnified Party)
      as a result of claims, actions, suits or judgments asserted or imposed
      against an Indemnified Party and arising out of (i) breach by the Manager
      of its covenants and obligations hereunder related to the Management
      Functions or (ii) a material breach by the Manager of its representations
      and warranties set forth in this Agreement; provided, however, that the
      indemnity obligation of Cronos Containers (Cayman) Ltd. pursuant to this
      Section 18.2 shall not extend to any consequential, indirect or special
      damages incurred by any Indemnified Party except for losses incurred by
      the Lenders under the Loan Agreement as a result of the conditions or
      events described in Sections (i) and (ii) of this Section 18.2. The
      parties hereto hereby agree that (i) nothing contained in this Section
      18.2 shall be interpreted as an implicit or explicit guarantee by Cronos
      Containers (Cayman) Ltd. of the payment of the principal balance of, or
      accrued interest on, the Notes and (ii) losses on the Notes may occur for
      various reasons including, but not limited to, the financial inability of
      the Lessee to make rental payments and/or the inability of the Manager to
      re-lease containers in sufficient amounts or at sufficient rates to repay
      the Notes.

      18.3 The obligations of the Borrower and the Manager under Sections 18.1
      and 18.2 hereof, respectively, shall survive the termination of this
      Agreement.

19.   NO BANKRUPTCY PETITION AGAINST BORROWER.

                                                                             E29
<PAGE>

Exhibit 10.1

      Manager will not, prior to the date that is one (1) year and one (1) day
after the payment in full of the aggregate Outstanding Obligations, institute
against Borrower, or join any other Person in instituting against Borrower, an
Insolvency Proceeding. This Section 19 shall survive the termination of this
Agreement.

20.   REPRESENTATIONS AND WARRANTIES.

      20.1 Manager represents and warrants to Borrower that:

            (a) The Manager is a corporation duly organized and validly existing
            and in compliance under the laws of the Cayman Islands;

            (b) The Manager has the requisite power and authority to enter into
            and perform its obligations under this Agreement, and all requisite
            corporate authorizations have been given for it to enter into this
            Agreement and to perform all the matters envisaged hereby. Upon due
            execution and delivery hereof this Agreement will constitute the
            valid, legally binding and enforceable obligation of Manager,
            subject to bankruptcy, insolvency, moratorium, reorganization and
            other laws of general applicability relating to or affecting
            creditors' rights and to general equity principles;

            (c) The Manager has not breached its memorandum and articles of
            association or any other agreement to which it is a party or by
            which it is bound in the course of conduct of its business and
            corporate affairs or any applicable laws and regulations of the
            Cayman Islands in such manner as would in any such case have a
            materially adverse effect on its ability to perform its obligations
            under this Agreement;

            (d) The consummation of the transactions contemplated by and the
            fulfillment of the terms of this Agreement will not conflict with,
            result in any breach of any of the terms and provisions of, or
            constitute (with or without notice or lapse of time or both) a
            default under, the memorandum and articles of association of
            Manager, or any material term of any indenture, agreement, mortgage,
            deed of trust, or other instrument to which Manager is a party or by
            which it is bound, or result in the creation or imposition of any
            Lien upon any of its properties pursuant to the terms of any such
            indenture, agreement, mortgage, deed of trust, or other instrument,
            or violate any law or any order, rule, or regulation applicable to
            Manager of any court or of any federal or state regulatory body,
            administrative agency, or other Governmental Authority having
            jurisdiction over Manager or any of its properties; and

            (e) There are (i) no proceedings or investigations pending, or, to
            the knowledge of Manager, threatened, before any court, regulatory
            body, administrative agency, or other tribunal or Governmental
            Authority (A) asserting the invalidity of this Agreement, (B)
            seeking to prevent the consummation of any of the transactions
            contemplated by this Agreement, or (C) seeking any determination or
            ruling that might materially and adversely affect the performance

                                                                             E30
<PAGE>

Exhibit 10.1

            by Manager of its obligations under, or the validity or
            enforceability of, this Agreement; and (ii) no injunctions, writs,
            restraining orders or other orders in effect against Manager that
            would adversely affect its ability to perform under this Agreement.

            (f) A true, complete and correct copy of the Lease Agent Agreement
            between the Manager and Cronos Company Limited is attached as
            Exhibit C hereto.

      20.2 Borrower represents and warrants to Manager that:

            (a) Borrower is a limited liability company duly organized, validly
            existing and in compliance under the laws of Bermuda;

            (b) Borrower has the requisite power and authority to enter into and
            perform its obligations under this Agreement, and all requisite
            corporate authorizations have been given for it to enter into this
            Agreement and to perform all the matters envisaged hereby. Upon due
            execution and delivery hereof this Agreement will constitute the
            valid, legally binding and enforceable obligation of Borrower,
            subject to bankruptcy, insolvency, moratorium, reorganization and
            other laws of general applicability relating to or affecting
            creditors' rights and to general equity principles;

            (c) Borrower has not breached its memorandum of association or
            bye-laws or any other agreement to which it is a party or by which
            it is bound in the course of conduct of its business and corporate
            affairs or any applicable laws and regulations of Bermuda in such
            manner as would in any such case have a materially adverse effect on
            its ability to perform its obligations under this Agreement;

            (d) The consummation of the transactions contemplated by and the
            fulfillment of the terms of this Agreement will not conflict with,
            result in any breach of any of the terms and provisions of, or
            constitute (with or without notice or lapse of time or both) a
            default under, the memorandum of association or bye-laws of
            Borrower, or any material term of any indenture, agreement,
            mortgage, deed of trust, or other instrument to which Borrower is a
            party or by which it is bound, or result in the creation or
            imposition of any Lien upon any of its properties pursuant to the
            terms of any such indenture, agreement, mortgage, deed of trust, or
            other instrument, or violate any law or any order, rule, or
            regulation applicable to Borrower of any court or of any federal or
            state regulatory body, administrative agency, or other Governmental
            Authority having jurisdiction over Borrower or any of its
            properties; and

            (e) There are (i) no proceedings or investigations pending, or, to
            the knowledge of Borrower, threatened, before any court, regulatory
            body, administrative agency, or other tribunal or Governmental
            Authority (A) asserting the invalidity of this Agreement, (B)
            seeking to prevent the consummation of any

                                                                             E31
<PAGE>

Exhibit 10.1

            of the transactions contemplated by this Agreement, or (C) seeking
            any determination or ruling that might materially and adversely
            affect the performance by Borrower of its obligations under, or the
            validity or enforceability of, this Agreement, and (ii) no
            injunctions, writs, restraining orders or other orders in effect
            against Borrower that would adversely affect its ability to perform
            under this Agreement.

21.   GENERAL.

      21.1 All notices, demands or requests given pursuant to this Agreement
      shall be in writing, sent by internationally-recognized, overnight courier
      service or by telefax or hand delivery to the following addresses:

      To Manager:             Cronos Containers (Cayman) Ltd.
                              P.O. Box 30464 SMB
                              Queensgate House
                              George Town Grand Cayman
                              Cayman Islands
                              Telephone:
                              Telefax:
                              Attention:

                              with a copy to:

                              Cronos Containers Limited
                              The Ice House
                              Dean Street
                              Marlow
                              Buckinghamshire SL7 3AB
                              England
                              Telephone: 44 1628.405580
                              Telefax: 44 1628.405648
                              Attention: Peter J. Younger

      To Borrower:            CF Leasing Ltd.
                              Clarendon House
                              Church Street
                              Hamilton HM 11, Bermuda
                              Telephone: 441 295-1422
                              Fax: 441 292-4720
                              Attention: Secretary

      To the Agent:           Fortis Bank (Nederland) N.V.
                              Coolsingel 93/1
                              P.O. Box 749
                              3000 AS Rotterdam
                              The Netherlands

                                                                             E32
<PAGE>

Exhibit 10.1

                              Telephone: 31-10-401-6014
                              Telefax: 31 10 401 63 43
                              Attention: Menno Van Lacum

      To any Lender:          At its address as set forth in the Loan Agreement.

      Notice shall be effective and deemed received (a) two (2) days after being
      delivered to the courier service, if sent by courier, (b) upon receipt of
      confirmation of transmission, if sent by telecopy, or (c) when delivered,
      if delivered by hand.

      21.2 If any proceeding is brought for enforcement of this Agreement or
      because of an alleged dispute, breach, default, in connection with any
      provision of this Agreement, the prevailing party shall be entitled to
      recover, in addition to other relief to which it may be entitled,
      reasonable attorney fees and other costs incurred in connection therewith.

      21.3 Borrower and Manager shall each perform such further acts and execute
      such further documents as may be necessary to implement the intent of, and
      consummate the transactions contemplated by, this Agreement.

      21.4 If any term or provision of this Agreement or the performance thereof
      shall to any extent be or become 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 continue to
      be valid and enforceable to the fullest extent permitted by law.

      21.5 This Agreement shall be binding upon and inure to the benefit of, and
      be enforceable by, Borrower and Manager, and their respective successors
      in interest or permitted assigns; provided, however, that this Agreement
      and the rights and duties of Manager hereunder may not be assigned by
      Manager to any other Person, other than an Affiliate or Subsidiary of
      Manager, without obtaining the prior written consent of Borrower and the
      Agent (acting at the direction of the Lenders). The Manager hereby
      acknowledges and agrees that Borrower shall assign all of its rights,
      title and interest under this Agreement to the Agent on behalf of the
      Lenders. Manager hereby consents to such assignment and agrees that the
      Agent may enforce the rights and remedies of the Borrower hereunder.

      21.6 Waiver of any term or condition of this Agreement (including any
      extension of time required for performance) shall be effective only if in
      a written instrument signed by each of the Manager, the Borrower and the
      Agent at the direction of the Majority Lenders and shall not be construed
      as a waiver of any subsequent breach or waiver of the same term or
      condition or a waiver of any other term or condition of this Agreement. No
      delay on the part of any party in exercising any right, power or privilege
      hereunder shall operate as a waiver hereof.

      21.7 The headings contained in this Agreement are for reference purposes
      only and shall not affect in any way the meaning or interpretation of this
      Agreement.

                                                                             E33
<PAGE>

Exhibit 10.1

      21.8 This Agreement represents the entire agreement between the parties
      with respect to the subject matter hereof. The terms of this Agreement may
      be amended, modified or waived only by a written instrument signed by the
      Manager, the Borrower and the Agent. The Borrower shall forward copies of
      any amendment to this Agreement to the Agent and each Lender.

      21.9 This Agreement may be signed in two or more counterparts each of
      which shall constitute an original instrument, but all of which together
      shall constitute but one and the same instrument.

      21.10 Any signature required with respect to this Agreement may be
      provided via facsimile or by electronic means and shall in either case be
      equally effective as the delivery of an originally executed counterpart.

      21.11 This Agreement shall be governed by and construed in accordance with
      the substantive laws of the State of New York of the United States of
      America (without regard to choice of law principles) applicable to
      agreements made and to be performed therein and the obligations, rights,
      and remedies of the parties under this Agreement shall be determined in
      accordance with such laws. Any legal suit, action or proceeding against
      Borrower or Manager arising out of or relating to this Agreement, or any
      transaction contemplated hereby, may, be instituted in any federal or
      state court in the City of New York, State of New York, and each of the
      Borrower and the Manager hereby waive any objection which it may now or
      hereafter have to the laying of venue of any such suit, action or
      proceeding, and, solely for the purposes of enforcing this Agreement,
      Borrower and Manager each hereby irrevocably submits to the jurisdiction
      of any such court in any such suit, action or proceeding. Each of Borrower
      and Manager hereby irrevocably appoints and designates CT Corporation
      System, having an address at 111 Eighth Avenue, New York, New York, 10011,
      its true and duly authorized agent for the limited purpose of receiving
      and forwarding legal process in any such suit, action or proceeding, and
      each of Borrower and Manager agrees that service of process upon such
      party shall constitute personal service of such process on such Person.
      Each of Borrower and Manager shall maintain the designation and
      appointment of such authorized agent until the termination of this
      Agreement; provided, however, if such agent shall cease to so act, each of
      Borrower and Manager shall immediately designate and appoint another such
      agent and each shall promptly deliver to the other evidence in writing of
      such other agent's acceptance of such appointment.

      21.12 The parties hereto acknowledge that the Agent, its successors and
      assigns are each an express third party beneficiary of this Agreement.

                           [Signature page follows.]

                                                                             E34
<PAGE>

Exhibit 10.1

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                         CF LEASING  LTD.

                                         By: /s/ DENNIS J TIETZ

                                         Title Director

                                         Date: _________________________________

                                         CRONOS CONTAINERS (CAYMAN) LTD.

                                         By: /s/ PETER J YOUNGER

                                         Title Director

                                         Date: _________________________________

                                                                             E35
<PAGE>

Exhibit 10.1

                                         FORTIS BANK (NEDERLAND) N.V., as Agent

                                         By: /s/ M.A.N. VAN LACUM
                                         Title _________________________________

                                         Date: _________________________________

                                         By: /s/ P.R.G.ZAMAN

                                         Title _________________________________

                                         Date: _________________________________

                                                                             E36
<PAGE>

Exhibit 10.1

                                   EXHIBIT A

                             FORM OF MANAGER REPORT

      CF LEASING LTD. ("BORROWER")

      FORM OF MANAGEMENT REPORT BY CRONOS CONTAINERS CAYMAN LTD ("MANAGER")

      FOR THE COLLECTION PERIOD ENDED JULY 31, 2004.

<TABLE>
<S>                                                                                      <C>
      SECTION 1: NET LEASE REVENUE AND AVAILABLE FUNDS                                                   US$
                                                                                         -------------------
1     Gross Lease Revenue for Period
2     Direct Finance Lease Income for Period
3     Less: Direct Operating Expenses
4     Net Container Revenue & Direct Finance Lease Income (Line 1 plus line 2
      less line 3):
                                                                                         -------------------
5     Management Fee for Period = 8% of Line 4:                                                            0
                                                                                         -------------------

                                                                                         -------------------
6     Amount available in Trust Account:
                                                                                         -------------------
7     Amount available in Restricted Cash Account:
                                                                                         -------------------

      SECTION 2: DETAIL OF DIRECT OPERATING EXPENSES

8     Direct Operating Expenses (Line 2):
9     Maintenance and Repair Expense
10    Storage Expense
11    Repositioning Expense
12    Handling Expense
13    Capital Improvements
14    Other Expenses
15    Total Operating Expenses (as reported above in Line 3 & 7):

      SECTION 3: NORMAL DISTRIBUTION AT PAYMENT DATE

      Providing none of the answers in Section 4 is Y                                                   US $
                                                                                         -------------------

16    To Manager: Management Fee
17    To Hedge Providers: payments other than hedge termination payments
18    To Agent: fees and expenses
19    To Persons: Borrower Expenses & DOC
20    To Class A Note Lenders: Interest and Commitment Fees
21    To Class B Note Lenders: Interest and Commitment Fees
22    To Restricted Cash Account: any amount to restore the Restricted Cash
      Requirement
23    To Class A Note Lenders: Principal payment
24    To Class B Note Lenders: Principal payment (only if there is no Aggregate
      Class A Principal Balance outstanding)
25    To each Lender: Overdue Interest
26    To Hedge Providers: hedge termination payments
27    To Manager: Disposition Fees and Indemnification Payments
28    To Borrower or designee: remaining Distributable Cashflow
</TABLE>

                                                                             E37
<PAGE>

Exhibit 10.1

<TABLE>
<S>                                                                                                       <C>
      SECTION 4: EVENT OF DEFAULT CHECKLIST                                                               Y/N

29    Is the principal balance of the Notes outstanding larger than the Asset Base?                        N
30    Did Manager fail to make a deposit to the Trust Account within a particular week?                    N
31    Did Manager fail to deliver Distribution Report,  or Asset Base
      Certificate with 3 days after the related Determination Date?                                        N
32    Did Manager fail to deliver Financial Statements within 10 days of required timeframe?               N
33    Did Manager fail to carry/maintain insurance?                                                        N
34    Has Manager appointed receiver, or similar?                                                          N
35    Is Manager in breach of any covenant?                                                                N
36    Is Manager in breach of any representation or Warranty?                                              N
37    Has Manager had a receiver or similar appointed?                                                     N
38    Is Manager insolvent?                                                                                N
39    Has a distress, attachment, execution or other legal process been levied against the
      assets of Manager?                                                                                   N
40    Has a person entitled to the benefit of any mortgage charge or other encumbrance
      taken possession of all/material part of the assets of Manager?                                      N
41    Have the auditors of The Cronos Group resigned and no replacement been found within
      60 days?                                                                                             N
42    Are there any judgments rendered against The Cronos Group in the aggregate exceeding
      $1,000,000                                                                                           N
43    Has Stefan M. Palatin returned in a management position within The Cronos Group?                     N
44    Has The Cronos Group, the Manager or any subsidiary defaulted on payment of any
      principal or interest on any indebtedness for borrowed money in excess of $2,000,000?                N
45    Is there an Event of Default under the Loan Agreement or any of the other related
      documents?                                                                                           N
46    Has The Cronos Group failed to deliver its Financial statements within 10 days of the
      required timeframe?                                                                                  N
47    Has there been an event causing any acceleration of debt of more than $2,000,000?                    N
48    Have any of the officers/directors activities violated securities law?                               N
49    Is the EBIT Ratio of Borrower less than 1.1:1.0 on a 6 quarter rolling basis?                        N
50    Is the EBIT Ratio of The Cronos Group less than 1.1 : 1.0 on a 6 quarter rolling basis?              N
51    Is the Tangible Net Worth of The Cronos Group less than $45 million and 50% of the
      retained earnings after December 31, 2002?                                                           N
52    Have Borrower, The Cronos Group or the Manager failed to comply with any covenant?                   N
53    Is the Weighted Average age of the Equipment greater than 6 years?                                   N
54    Is there any legal proceeding against the manager or any affiliates which will have an
      adverse effect on their ability to perform their obligations                                         N
55    Has Borrower filed voluntary liquidation?                                                            N
56    Is the balance on the Restricted Cash Account less than required?                                    N
57    Has a Change of Control occurred with respect to The Cronos Group, whereby it is not
      the surviving entity?                                                                                N
</TABLE>

                                                                             E38
<PAGE>

Exhibit 10.1

                                   EXHIBIT B

                         FORM OF ASSET BASE CERTIFICATE

      CF LEASING LIMITED
      ASSET BASE CERTIFICATE (NO )

      AS AT [ ], 200[ ]

<TABLE>
<CAPTION>
                                                                                                          US$
                                                                                                          ---
<S>                                                                                                       <C>
1     COST

1.1   Opening Total Cost of Container Equipment at Closing
                                                                                              --------------
1.2   Cost of Additions since Closing
                                                                                              --------------
1.3   Cost of Retirements of Container Equipment since Closing
                                                                                              --------------
1.4   Closing Total Cost of Container Equipment per above date (lines 1.1 + 1.2 - 1.3)                     0
                                                                                              --------------

2     DEPRECIATION

2.1   Opening Total Depreciation of Container Equipment at Closing
                                                                                              --------------
2.2   Depreciation of Container Equipment Since Closing                                                    0
                                                                                              --------------
2.3   Depreciation on Retirements of Container Equipment net of reinstatements
                                                                                              --------------
2.4   Closing Total Depreciation of Container Equipment per above date (lines 2.1 + 2.2 -
      2.3)                                                                                                 0
                                                                                              --------------
3     NET BOOK VALUE

3.1   Net Book Value of Container Equipment at Closing (lines 1.1 - 2.1)                                   0
3.2   Net Book Value of Container Equipment as per above date (lines 1.4 - 2.4)                            0
                                                                                              --------------
3.2.1 Net Book Value of CPC containers as per above date (CJ2)
                                                                                              --------------
3.2.2 Net Book Value of Tank containers as per above date (TJ1, TJ2)
                                                                                              --------------
3.2.3 Net Book Value of General Purpose Equipment as per above date (DJ1,DJ2)
                                                                                              --------------
3.2.4 Net Book Value of Refrigerated Equipment as per above date (RJ1,RJ2)
                                                                                              --------------
3.2.5 Net Book Value of Open Top Equipment as per above date (OJ2)
                                                                                              --------------
3.3   NET BOOK VALUE OF CONTAINER EQUIPMENT AS PER ABOVE DATE (AS PER LINE 3.2)                            0
                                                                                              --------------

4     RESTRICTED CASH ACCOUNT
                                                                                              --------------
4.1   Restricted Cash Account Balance as per Determination Date
                                                                                              --------------
4.2   Restricted Cash Account Requirement as per Payment Date                                              0
                                                                                              --------------
4.3   EXCESS (DEFICIT) ON RESTRICTED CASH ACCOUNT AS PER PAYMENT DATE (4.1-4.2)                            0
                                                                                              --------------
5     TRUST ACCOUNT

5.1   Trust Account Balance as per Determination Date
                                                                                              --------------
5.2   Principal Class A Notes due as per Payment Date
                                                                                              --------------
5.3   Interest Class A Notes due as per Payment Date
                                                                                              --------------
5.4   Principal Class B Notes due as per Payment Date
                                                                                              --------------
5.5   Interest Class B Notes due as per Payment Date
                                                                                              --------------
5.6   Total Class A and Class B Note obligation as per Payment Date (5.2+5.3+5.4+5.5)                      0
                                                                                              --------------
5.7   To Persons: Borrower Expenses & DOC
                                                                                              --------------
5.8   To Agent: fees and expenses
                                                                                              --------------
5.9   Cash to be transferred to the Restricted Cash Account
                                                                                              --------------
5.10  Expected debt service obligation for the NEXT Payment Date
                                                                                              --------------
5.11  Management Fee - Other
                                                                                              --------------
5.12  EXCESS (DEFICIT) ON TRUST ACCOUNT AS PER PAYMENT DATE (5.1-5.9)                                      0
                                                                                              --------------
 6    OTHER ASSETS
</TABLE>

                                                                             E39
<PAGE>

Exhibit 10.1

<TABLE>
<S>                                                                                                       <C>
                                                                                              --------------
6.1   Finance Lease Receivable
                                                                                              --------------

7     AGGREGATE ASSET BASE
7.2.1 80 % of line 3.2.1                                                                                   0
7.2.2 70 % of line 3.2.2                                                                                   0
7.2.3 80 % of line 3.2.3                                                                                   0
7.2.4 80 % of line 3.2.4                                                                                   0
7.2.5 100% of line 4.1                                                                                     0
7.2.6 100% of line 5.12                                                                                    0
7.2.7 80% of line 6.1                                                                                      0
                                                                                              --------------
7.3   AGGREGATE ASSET BASE (LINE 7.2)                                                                      0
                                                                                              --------------

8     CLASS A AND B NOTE OUTSTANDING
                                                                                              --------------
8.1   Class A Note outstanding as per Determination Date
                                                                                              --------------
8.2   Class B Note outstanding as per Determination Date
                                                                                              --------------
8.3   Class A and B Note outstanding as per Determination Date                                             0
                                                                                              --------------
8.4   Class A Note drawdown (reduction) as per Payment Date
                                                                                              --------------
8.5   Class B Note drawdown (reduction) as per Payment Date
                                                                                              --------------
8.6   Class A Note outstanding as per Payment Date                                                         0
                                                                                              --------------
8.7   Class B Note outstanding as per Payment Date                                                         0
                                                                                              --------------
8.8   CLASS A AND B NOTE OUTSTANDING AS PER PAYMENT DATE                                                   0
                                                                                              --------------

9     CLASS A NOTE ASSET BASE AND AVAILABILITY
9.1   Maximum availability
9.2   Asset Base (Aggregate Asset Base less Note B Principal Balance)                                      0
9.3   Outstanding as per Payment Date (line 8.6)                                                           0
9.4   Asset base availability (deficit) as per Payment Date                                                0
9.5   Maximum loan availability (9.1-9.3)                                                                  0
                                                                                              --------------
9.6   FUNDS AVAILABLE FOR DRAWING (LESSER OF 9.4 AND 9.5)                                                  0
                                                                                              --------------

10   CLASS B NOTE AND AVAILABILITY
10.1  Maximum availability
10.2  Outstanding as per Payment Date (line 8.7)                                                           0
10.3  Maximum loan availability                                                                            0
                                                                                              --------------
10.4  FUNDS AVAILABLE FOR DRAWING                                                                          0
                                                                                              --------------

11    MANDATORY PREPAYMENT SUMMARY
11.1  Trust Account Deficit (incl.deficit on Restricted Cash Account if any)                               0
11.2  Note A Asset Base Deficit                                                                            0
11.3  Note B Asset Base Deficit                                                                            0

 12   ADVANCE RATES

12.1  Note A advance rate on NBV of assets in Asset Base as per Payment Date
12.2  Note A and B advance rate on NBV of assets in Asset Base as per Payment Date
</TABLE>

      The undersigned, an Authorized Signatory, hereby certifies that to the
      best of his knowledge and belief the Asset Base Certificate has been
      compiled in keeping with the requirements of the Loan Agreement.

      AUTHORIZED SIGNATORY

                                                                             E40
<PAGE>

Exhibit 10.1

                                   EXHIBIT C

                         COPY OF LEASE AGENT AGREEMENT

                                                       [LOGO]

                             LEASING AGENT AGREEMENT

                       CRONOS CONTAINERS (CAYMAN) LIMITED

                                       AND

                            CRONOS CONTAINERS LIMITED

THIS LEASING AGENT AGREEMENT (the "Agreement") is entered into as of this 1st
day of January 2002, by and between Cronos Containers (Cayman) Limited, a
compnay incorporated under the laws of the Cayman Islands (hereinafter, "CAY")
and Cronos Containers Limited, an English corporation (hereinafter, the "Leasing
Agent"). This agreement supersedes and replaces all prior agreements concerning
the subject matter hereof between the parties.

                                    RECITALS

WHEREAS, CAY and the Leasing Agent are both wholly owned subsidiaries of The
Cronos Group, a Luxembourg corporation.

WHEREAS, CAY is in the business of managing marine cargo containers on behalf of
owners of containers.

WHEREAS, the Leasing Agent has previously contracted with CAY to provide
container leasing services to CAY and the owners for whom it manages containers.

WHEREAS, CAY has determined that, although it will manage containers for owners
of such containers, it will not perform all functions required to lease the
containers in the container leasing business. The Leasing Agent has agreed to be
responsible for container leasing on behalf of CAY and for the Cronos Group and
the owners of the containers when required.

                                    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.    DEFINITIONS

      As used in this Agreement, the following terms shall have the respective
      meanings set forth:

                                                                             E41
<PAGE>

Exhibit 10.1

      "BANKRUPTCY" as used in Section 11(c) of this Agreement refers to the
      following events: (i) an order for relief entered against any party under
      any applicable bankruptcy or insolvency law, or (ii) any party (A) making
      a general assignment for the benefit of creditors; (B) filing a voluntary
      petition under any applicable bankruptcy or insolvency law; (C) filing a
      petition or answer seeking reorganisation, arrangement, composition,
      readjustment, liquidation, dissolution or similar relief under any
      statute, law or regulation; (D) filing an answer or other pleading
      admitting or failing to contest the material allegations of a petition
      filed against it in any proceeding of said nature; or (E) seeking,
      consenting to, or acquiescing in the appointment of a trustee, receiver,
      or liquidator of all or any substantial part of its assets and properties.

      "CAPITAL IMPROVEMENTS" mean any structural changes required to be made to
      the containers so as to conform with applicable governmental or industrial
      standards.

      "CONTAINERS" refers to marine dry cargo containers and special purpose
      containers (including, but not limited to, refrigerated containers, open
      top containers, tank containers, bulk containers, cellular palletwide
      containers, rolltrailers and flat rack containers) owned or leased or
      managed by CAY on its own behalf or on behalf of the Cronos Group or any
      third party container owner, now or at any time in the future.

      "CONTAINER OWNERS" refers to the beneficial owners of the containers,
      including subsidiaries or affiliates of CAY and of the Leasing Agent.

      "DELIVERY CHARGES" means the costs incurred in transporting containers
      from the Manufacturers' production facility to the point of the first
      lease-out.

      "EFFECTIVE DATE" means the 1st day of January 2002.

      "GROSS LEASE REVENUE" refers to the gross revenues accrued by CAY or the
      Leasing Agent for and on behalf of the container owners from the leasing
      of the containers (prior to the deduction of any expenses incurred in
      connection therewith), but shall not include proceeds from the sale of
      containers. Such Gross Lease Revenue for a given period of time shall
      include all proceeds accrued from operations related to the containers
      during such period, including, but not limited to, per diem charges,
      pick-up and turn-in charges, penalties for each termination,
      transportation, realised exchange differences, pre-trip inspection, direct
      interchange charges, handling and repair charges, off-hire service charges
      and other charges relating to or arising from the leasing of the
      containers. Gross Lease Revenue also includes all other revenue
      attributable to the containers, including funds received from
      manufacturers or others in settlement of claims, losses, disputes or
      proceedings relating to or arising out of the leasing of the containers,
      bankruptcy or retrieval insurance proceeds for lost lease revenues, and
      returned insurance premiums.

      "PERSON" means an individual, partnership, corporation, trust, or other
      entity.

      "MANAGEMENT AGREEMENTS" collectively refers to all the management
      agreements under which CAY contracts with the container owners to manage
      the containers.

      "NET LEASE REVENUE" for a given period of time shall mean Gross Lease
      Revenues less Direct Operating Expenses.

      "DIRECT OPERATING EXPENSES" shall include:

      1) all uncollectible accounts receivable from lessees, including any
         reasonable reserve for bad debts.

      2) all fixed and variable operating expenses and costs related to the
         operation and management of all the containers managed, operated or
         leased by the Leasing Agent. Such fixed and variable operating expenses
         and costs include, but are not limited to, all expenses of maintaining,
         repairing, refurbishing, storing, positioning and handling the
         containers, agent expense reimbursement and commissions, legal fees,
         spare parts, charges, assessments or levies of whatever kind or nature
         imposed upon or against the containers, ad valorem, gross receipts and
         other property taxes or other taxes which are levied against the
         containers or the gross rental therefrom, legal and accounting fees
         relating to operation of the containers, and the cost of any
         examination, investigation or other proceedings conducted by any
         regulatory body relating to operation of the containers.
         Notwithstanding the above, these fixed and

                                                                             E42
<PAGE>

Exhibit 10.1

         variable operating costs and expenses shall not include marketing,
         general, and administrative expenses of the Leasing Agent or any charge
         or expense paid by a third party lessee or other person not a container
         owner and not reimbursable to such lessee or other person.

      "SALE" means any sale, exchange or other disposition of containers, any
      recovery of damage or insurance proceeds (other than business or rental
      interruption proceeds), or any debt refinancing.

2.    EMPLOYMENT AS LEASING AGENT

      Cronos Containers (Cayman) Limited hereby retains the Leasing Agent to
      provide for the leasing and management of the containers, pursuant to the
      terms and conditions of this Agreement, and the Leasing Agent hereby
      agrees to provide such leasing and management services and hereby accepts
      the terms, conditions, covenants and agreements contained herein.

3.    LEASING AGENT'S DUTIES

      Subject to the direction and supervision of CAY, the Leasing Agent shall
      provide the following services, including the taking of all actions and
      the hiring of all personnel necessary or appropriate to perform such
      services:

      A. LEASE INITIATION

               1) From and after the Effective Date, the Leasing Agent shall
                  provide or arrange for the provision of all lease initiation
                  and maintenance services required to operate and lease the
                  containers. The services shall include developing
                  opportunities for, and negotiating leases providing for the
                  lease of containers worldwide, to shipping lines as well as
                  other customers or potential customers.

               2) The leases of the containers entered into by the Leasing Agent
                  may include short or long-term, one way or round trip,
                  operating service, or master leases, financial leverage leases
                  or lease purchases. The leases shall be at such lease or
                  rental rates and upon such terms and provisions as determined
                  by and in the discretion of the Leasing Agent.

               3) The Leasing Agent shall execute any and all agreements,
                  contracts, leases, certificates, instruments or other
                  documents necessary or desirable in connection with the lease
                  of the containers.

      B. LEASE MANAGEMENT

              1)  The Leasing Agent shall perform all managerial and
                  administrative functions necessary for the continued operation
                  and leasing of the containers, including, but not limited to,
                  arranging for periodic inspection, maintenance and repair of
                  the containers and keeping records of the location and
                  operation of the containers.

              2)   The Leasing Agent shall bill all lessees for lease payments
                   due under the leases, and collect all amounts due pursuant to
                   the terms of the leases. The Leasing Agent shall transmit to
                   CAY, for deposit in such account or accounts designated by
                   CAY weekly, or at more frequent intervals as the Leasing
                   Agent is instructed by CAY. The Leasing Agent acknowledges
                   that all revenues collected by it from the lease of
                   containers for and on behalf of CAY are for the exclusive
                   benefit of CAY. The Leasing Agent shall follow such credit
                   policies with respect to the lease of containers, as it shall
                   establish from time to time.

              3)  In performing its managerial and administrative functions
                  pursuant to this Agreement, the Leasing Agent shall manage and
                  lease containers on behalf of the container owners without
                  preference to the ownership thereof. The primary factor that
                  the Leasing Agent will take into account in leasing containers
                  in times of low demand and excess supply will be the locations
                  and availability for lease of equipment relative to the demand
                  therefore.

                                                                             E43
<PAGE>

Exhibit 10.1

      C. PURCHASE OF CONTAINERS TECHNICAL AID

              1)  When requested by and on behalf of CAY, the Leasing Agent
                  shall negotiate agreements with manufacturers for the purchase
                  of containers on behalf of the container owners, and develop,
                  discuss and agree with manufacturers on the technical design
                  specifications for the containers or container parts.

              2)  The Leasing Agent shall, upon request, inspect such newly
                  built containers for compliance with the technical
                  specifications agreed with the manufacturers, and determine
                  that the containers carry the standard Cronos markings.

              3)  CAY shall have the right to approve the terms and conditions
                  of all contracts to be entered into with manufacturers for and
                  on behalf of the container owners, but may delegate authority
                  to execute all such contracts to the Leasing Agent at its
                  discretion.

              4)  The Leasing Agent shall provide technical advice and support
                  concerning the containers, and, as requested, shall consult
                  with and advise third party lessees in the repair, maintenance
                  or purchase of containers. The Leasing Agent shall keep CAY
                  informed as to market developments and new issues concerning
                  technical design of containers, including any and all
                  environmental issues affecting or impacting the design of
                  containers or container parts.

      D. EQUIPMENT SALES/REMARKETING

              1)  The Leasing Agent shall provide equipment sales and
                  remarketing support as requested by CAY. The Leasing Agent
                  shall use its best efforts to develop opportunities to sell or
                  remarket containers and to negotiate the terms of such sales
                  and remarketing agreements.

              2)  The Leasing Agent shall be responsible for ensuring that all
                  containers sold or leased satisfy all applicable import,
                  customs, tax and other requirements and restrictions, and that
                  all required permits and licenses have been obtained and all
                  fees have been paid. The Leasing Agent shall bill CAY, or the
                  container owners or the Pools in which it manages such
                  containers, for reimbursement of all such costs, expenses and
                  fees paid by the Leasing Agent.

4.    PERSONNEL

      The Leasing Agent shall be responsible for employing all personnel
      necessary for it to render and fulfil the services and carry out the
      duties required of it pursuant to this Agreement, including all required
      commercial, administrative, technical, legal or accounting personnel;
      provided, however, that nothing herein shall prohibit Cronos Containers
      (Cayman) Limited from hiring its own personnel, or from contracting with
      other third parties, for the provision of any or all such services.

5.    UTILISATION

      The Leasing Agent agrees to use the containers in accordance with the
      standards accepted in the marine container leasing industry. CAY retains
      the right, on behalf of itself and the container owners; to have the
      containers inspected at any time, so long as such inspection does not
      interfere with normal utilisation of the containers. The Leasing Agent
      agrees not to grant a lien, security interest, pledge or hypothecation of
      any kind on or concerning the containers to any person.

6.    INSURANCE

      The Leasing Agent shall insure the containers for such amounts, on such
      terms and against such liability or loss as it insures containers that are
      owned by the Cronos Group. All insurance premiums for such insurance and
      any deductibles payable under such policies shall be borne by the
      container owners.

                                                                             E44
<PAGE>

Exhibit 10.1

7.    BOOKS AND RECORDS

      The Leasing Agent shall maintain such books and records as are customary
      in the marine container leasing industry with respect to the containers
      and the leasing thereof. The Leasing Agent shall provide CAY, upon
      request, within three (3) business days of any such request, with copies
      of all leasing contracts, agent agreements, depot agreements, and all
      agreements or documents relevant thereto with respect to the containers.
      CAY shall have access to the books and records maintained by the Leasing
      Agent hereunder at any and all reasonable times, and shall have the right
      to make extracts or copies thereof. In addition, the Leasing Agent shall
      provide CAY with such information and at such times as requested by CAY to
      enable it to prepare and file any reports required to be sent to the
      container owners.

      The Leasing Agent shall maintain such records as are necessary in order to
      perform the calculation of Net Lease Revenue between CAY and the container
      owners in accordance with the Management Agreements.

8.    AUTHORITY OF THE LEASING AGENT

      The Leasing Agent's activities taken on behalf of CAY will be taken as
      agent for CAY, severally and individually, as well as other owners on
      containers. The parties hereto expressly recognise and acknowledge that
      this Agreement is not intended to create a partnership, joint venture, or
      other entity among CAY, the Leasing Agent, or the container owners.

9.    TERM AND EXPIRATION DATE

      (a) This Agreement shall be for a term commencing on the Effective Date
          and, unless terminated pursuant to Section 9(c) below, shall remain in
          effect for a term of twelve (12) months. The term of this Agreement
          shall be automatically renewed from year to year thereafter, unless
          one party gives ninety (90) days' prior written notice to the other of
          its election to terminate this Agreement.

      (b) Upon any termination of this Agreement as aforesaid, the Leasing Agent
          shall fully and completely cooperate with CAY in transferring
          management of the containers to CAY or its designee. Such co-operation
          shall include, without limitation, turning over all books and records
          pertaining to the Leasing Agent's activities hereunder, promptly
          notifying lessees of the change in the Leasing Agent of the
          containers, and transferring the funds maintained on its behalf to
          such accounts as are designated by CAY

      (c) This Leasing Agent Agreement shall terminate with respect to any
          container which is sold, otherwise disposed of, lost, rendered unfit
          in the Leasing Agent's good faith judgement, declared a total loss or
          destroyed, as of the date that such sale or other disposition is
          consummated or such unfitness determined. In the event, this Agreement
          terminates as to any container pursuant to this Section 9 by reason of
          destruction, unfitness or loss, the Leasing Agent shall use its best
          efforts to sell such container without further authorisation of CAY

10.   COMPENSATION TO THE LEASING AGENT

      As compensation for its services rendered hereunder, CAY agrees to pay to
      the Leasing Agent the following:

              (a) In consideration of the Leasing Agent's services in managing
                  and leasing the containers, CAY shall pay to the Leasing Agent
                  a management fee equal to 90% of the management fee that CAY
                  earns from managing containers on behalf of affiliated
                  companies and third party container owners. The management fee
                  shall be payable to the Leasing Agent monthly, based upon the
                  Gross Lease Revenues and Operating Expenses for the prior
                  month.

                                                                             E45
<PAGE>

Exhibit 10.1

              (b) In addition to the management fees payable as permitted by
                  paragraph (a) above, CAY shall pay directly, or reimburse the
                  Leasing Agent for the payment of, the following costs and
                  expenses properly incurred by the Leasing Agent in the
                  management and leasing of the containers: (i) agent fees and
                  expenses; (ii) depot expenses of inspection, handling and
                  storage; (iii) maintenance and repair costs not paid for by
                  container lessees; (iv) bad debt expenses; (v) insurance
                  premiums and the deductible under any insurance policy
                  covering the containers and any costs of uninsured or excluded
                  risks; (vi) charges, assessments, or levies imposed on the
                  containers of whatever kind or nature; (vii) ad valorem, gross
                  receipts, and other property taxes which are levied against
                  the containers or the gross rentals therefrom; and (viii) the
                  cost of preparation and dissemination of material and
                  documentation relating to any sale of containers. The payment
                  of the foregoing expenses to the Leasing Agent shall be
                  conditional upon the review and approval by CAY.

              (c) Upon the termination of this agreement as referred to in
                  Section 9(c) above, CAY will pay or cause to be paid to the
                  Leasing Agent, 90% of any fee earned by CAY in respect of such
                  termination.

              (d) CAY hereby agrees to reimburse the Leasing Agent for all
                  out-of-pocket and/or extraordinary expenses, costs, charges
                  and disbursements made or incurred by the Leasing Agent in
                  connection with its duties and responsibilities hereunder. All
                  such out-of-pocket and extraordinary expenses, costs, charges
                  and disbursements made or incurred by the Leasing Agent shall
                  be reimbursed at the actual cost to the Leasing Agent plus a
                  10% processing fee.

              (e) All compensation payable to the Leasing Agent hereunder shall
                  be paid in United States Dollars.

11.   EVENTS OF DEFAULT

      The occurrence of any one of the following events shall be an Event of
      Default:

              (a) The failure of either party to pay to the other party any net
                  amounts when due and payable pursuant to the terms of this
                  Agreement.

              (b) The breach by either party of any material term of this
                  Agreement, which breach is not cured or waived within thirty
                  (30) days after written notice of such breach is given by the
                  non-breaching party to the breaching party.

              (c) The Bankruptcy or voluntary dissolution of either party.

              (d) The appointment of a receiver, custodian, or trustee to take
                  possession of all or substantially all of the property or
                  assets of either party or unless said petition or appointment
                  is set aside within thirty (30) days from the date of said
                  filing or appointment.

      Upon the occurrence of an event of default hereunder, the non-breaching
      party may, at its option, terminate this Agreement upon thirty (30) days
      prior written notice to the breaching party, together with any other
      rights or remedies that the non-breaching party may have under any
      applicable law or in equity.

12.   CAPITAL IMPROVEMENTS

        (a)  The Leasing Agent may make any capital improvements to a container,
             if it is necessary in the Leasing Agent's opinion to make such
             capital improvements.

                                                                             E46
<PAGE>

Exhibit 10.1

        (b)  The cost of any capital improvement made to any container is
             acknowledged to be the responsibility of the container owner owing
             such container. In connection therewith, any payments, including,
             without limitation, insurance proceeds or indemnity payments from
             lessees received to cover any of the foregoing shall be first used
             to pay for any of the foregoing. The Leasing Agent shall have the
             right to require CAY to pay the Leasing Agent upon fifteen (15)
             days' prior notice and demand the cost as invoiced for any capital
             improvement not otherwise paid for, as aforesaid, and the Leasing
             Agent shall apply such payments to accomplish the same.

13.   NON-EXCLUSIVE AGREEMENT

      During the terms of this Agreement, and subject to the provisions of
      Section 8 hereof, the Leasing Agent may provide container management,
      sales or remarketing services directly or indirectly to any other company
      or on behalf of any other entity.

14.   CONFIDENTIAL INFORMATION

      The Leasing Agent agrees to hold in strict confidence all documents and
      information obtained with respect to CAY or the container owners and not
      to divulge any proprietary information of or concerning either of the
      same, to any other person, entity, corporation or association, and not to
      convey or disclose any such information or documents, without the prior
      consent of CAY

5.    ASSIGNMENT

      This Agreement, and the rights and duties hereunder, may not be assigned
      by the Leasing Agent to any other person, entity, company, or association
      without the prior written consent of CAY

16.   ARBITRATION

      Any controversy, claim or dispute arising out of or relating to this
      Agreement or the breach thereof shall be settled by arbitration. The
      arbitration shall be held in London, England, and shall be conducted in
      English. All arbitrations shall be conducted according to the rules of
      commercial arbitration of the International Arbitration Association or
      similar organisation.

17.   MISCELLANEOUS

      (a) NOTICES. All notices, demands or requests given pursuant to this
          Agreement shall be written, sent by first class mail, postage prepaid,
          or by courier, telecopy or fax, to the following addresses:

       TO LEASING AGENT:            Cronos Containers Limited
                                    Orchard Lea
                                    Winkfield Lane
                                    Winkfield
                                    Windsor
                                    Berkshire SL4 4RU
                                    United Kingdom

                                    Telephone: (44) 1344 891111
                                    Telefax: (44) 1344 894100

       TO CAY:                      Cronos Containers (Cayman) Limited

                                    Telephone:
                                    Telefax:

                                                                             E47
<PAGE>

Exhibit 10.1

          Notice shall be deemed effective upon personal delivery, upon
          confirmation of receipt of the applicable telecopy followed by
          confirmation telephone call, or three (3) business days after the date
          on which the same is deposited in the mail or with any reputable
          overnight courier.

      (b) GOVERNING LAW. This Agreement shall be governed by, and construed in
          accordance with, the laws of England.

      (c) SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement
          shall incure to the benefit of and be binding upon the successors and
          assigns of the parties hereto; provided, however, that assignment by
          the Leasing Agent is restricted by the provisions of paragraph 15
          above.

      (d) SEVERABILITY. If any terms 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, and may not be amended, modified or
          revised except upon a written document signed by each of the parties
          hereto.

IN WITNESS WHEREOF, this Agreement has been duly authorised and executed by the
undersigned as of the _________ day of_____________________, __________.

CRONOS CONTAINERS LIMITED                     CRONOS CONTAINERS (CAYMAN) LIMITED

BY: /S/ FRANK VAUGHAN                         BY: /S/ JAN HELLSTROM

ITS: Director                                 ITS: Director

                                                                             E48