<PAGE>

EXHIBIT 10.9

                  (m)      Section 11.1(r) of the Management Agreement is hereby
                           amended by replacing the reference therein to "1.05"
                           with "1.10" and by replacing the period (".") at the
                           end thereof with a comma (",").

                  (n)      Section 11.1 of the Management Agreement is hereby
                           further amended by adding the following paragraph (s)
                           and (t) immediately after paragraph (r) as follows:

                           "(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 quater: (i) a minimum Debt Service
                           Coverage of 1.25 to 1.00 and (ii) a maximum
                           Consolidated Tangible Net Worth Leverage Ratio of
                           5.00 to 1.00."

                  (o)      Section 1 of the Management Agreement is hereby
                           amended by inserting the following definitions of
                           "CONSOLIDATED TANGIBLE NET WORTH LEVERAGE RATIO" and
                           "DEBT SERVICE COVERAGE" and:

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

                                    "'DEBT SERVICE COVERAGE' means, at the end
                           of each of the

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EXHIBIT 10.9

                           four (4) immediately preceding fiscal quarters, the
                           ratio of (a) the consolidated net earnings for the
                           three (3) month period immediately preceding each
                           such quarter and (b) depreciation and amortization
                           for the three (3) month period immediately preceding
                           each such quarter and (c) non-cash charges
                           (including, but not limited to, deferred taxes) for
                           the three (3) month period immediately preceding each
                           such quarter less (d) non-cash income for the three
                           (3) month period immediately preceding each such
                           quarter, 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."

                  (p)      Section 11.2(iii) is hereby amended by replacing the
                           phrase "or any other Person designated by the Agent"
                           with "or any other Person designated by the Agent
                           with the written approval of the Majority Lenders".

                  (q)      The first sentence of Section 11.3.is hereby amended
                           by replacing the phrase "or any other Person
                           designated by the Agent" with "or any other Person
                           designated by the Agent with the written approval of
                           the Majority Lenders".

                  (r)      Section 11.5 is hereby amended to read in its
                           entirety as follows:

                                    "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

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EXHIBIT 10.9

                           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."

                  (s)      Section 21.6 of the Management Agreement is hereby
                           amended by replacing the reference to "the Agent" in
                           the first sentence thereof with "the Agent at the
                           direction of the Majority Lenders".

         4.       Representations, Warranties and Covenants. The Manager hereby
confirms that each of the representations, warranties and covenants set forth in
Sections 14 and 20.1, and the Borrower hereby confirms that each of the
representations and warranties set forth in Section 20.2, of the Management
Agreement are true and correct as of the date first written above with the same
effect as though each had been made as of such date, except to the extent that
any of such representations, warranties and covenants expressly relate to
earlier dates.

         SECTION 5. Effectiveness of Amendment.

                  (a)      This Amendment shall become effective as of the date
         first written above.

                  (b)      This Amendment shall be binding upon and inure to the
         benefit of the parties hereto and their respective successors and
         assigns.

                  (c)      On and after the execution and delivery hereof, (i)
         this Amendment shall be a part of the Management Agreement, and (ii)
         each reference in the Management Agreement to "this Agreement" and
         "hereof", "hereunder" or words of like import, and each reference in
         any other document to the Management Agreement shall mean and be a
         reference to the Management Agreement as amended or modified hereby.

         SECTION 6. Execution in Counterparts. This Amendment may be executed by
the parties hereto in separate counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.

         SECTION 7. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT

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EXHIBIT 10.9

REGARD TO CONFLICT OF LAW PRINCIPLES; PROVIDED THAT SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

                            [Signature pages follow.]

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EXHIBIT 10.9

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized, all as of the day and year first above written.

                                    CF LEASING LTD.

                                    By: /s/ PETER J. YOUNGER
                                        ---------------------

                                    Name: Peter J. Younger
                                          ----------------

                                    Title: Director
                                           --------

                                    CRONOS CONTAINERS (CAYMAN) LTD., as Manager

                                    By: /s/  DENNIS J. TIETZ

                                    Name: Dennis J. Tietz
                                          -------------
                                    Title: Director
                                           ----------

The undersigned hereby consents to the
amendment of the Management Agreement:

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

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

Name: P.R.G. Zaman

Title:

 By: /s/ M.A.N. VAN LACUM
    ---------------------

Name: M.A.N. van Lacum

                                                                         - E12 -