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                                                                   EXHIBIT 10.33

                        AMENDMENT TO EMPLOYMENT AGREEMENT



               THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), made as
of this 1st day of December, 2000, by and between Cronos Capital Corp., a
California corporation (the "Employer"), and John M. Foy (the "Employee"),

                                   WITNESSETH:

               WHEREAS, Employer and Employee entered into an Employment
Agreement, dated as of April 1, 1999, as amended on December 1, 1999
(hereinafter, the "Employment Agreement"); and

               WHEREAS, pursuant to paragraph "First" of the Employment
Agreement, Employer agreed to employ Employee, and Employee agreed to serve in
the employ of the Employer, on an exclusive and full-time basis, as the Senior
Vice President of Employer, through November 30, 2001, subject to earlier
termination pursuant to the provisions of the Employment Agreement; and

               WHEREAS, Employer and Employee desire to extend the term of the
Employment Agreement;

               NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the parties hereto agree as
follows:


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               1. Extension of Term of Employment Agreement. Employer agrees to
employ the Employee, and the Employee agrees to serve in the employ of the
Employer, on an exclusive and full-time basis, in the position identified for
Employee in the Employment Agreement, subject to the supervision and direction
of that person or persons set forth in the Employment Agreement, through
November 30, 2002, unless such period is sooner terminated pursuant to the
provisions of paragraphs "FIFTH," "SIXTH," or "SIXTEENTH" of the Employment
Agreement.

               2. Severance Policy. Reference is made to the Employer's
severance policy, set forth on Exhibit A hereto (the "Severance Policy"). In the
event of the termination of Employee under the Employment Agreement without
cause, with "cause" defined as set forth of paragraph 1 of the Severance Policy
or as set forth in the Employment Agreement, whichever applies, then and in such
event, Employee shall be paid an amount equal to the greater of Employee's
annual salary under the Employment Agreement for the balance of the term of the
Employment Agreement or that amount called for by the Severance Policy.

               3. Continuance in Force of Employment Agreement. Other than as
specifically amended hereby, the terms and provisions of the Employment
Agreement shall remain in full force and effect.


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               IN WITNESS WHEREOF, the Employer and the Employee have signed
this Amendment, effective as of the date and year first above written.

                             "EMPLOYER"

                             CRONOS CAPITAL CORPORATION

                             By     /s/  DENNIS J TIETZ
                               -----------------------------------------
                             Its    Director
                               -----------------------------------------

                             And
                                ----------------------------------------

                             Its
                                ----------------------------------------





                             "EMPLOYEE"

                             /s/ J M FOY
                             -------------------------------------------
                             John M. Foy
                             515 Silverado Drive
                             Lafayette, CA  94549


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