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                                                                   Exhibit 10.31

                        AMENDMENT TO EMPLOYMENT AGREEMENT



               THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), made
and entered into effective as of December 4, 2000 (the "Effective Date"), by and
between Dennis J. Tietz ("Tietz") and The Cronos Group, a limited liability
company organized and existing under the laws of Luxembourg (the "Company")
(collectively, the "Parties").

                                    RECITALS

               WHEREAS, the Parties entered into an Employment Agreement, dated
as of December 11, 1998; and

               WHEREAS, the Parties entered into an Amended and Restated
Employment Agreement, effective as of March 24, 2000 (the Employment Agreement
of December 11, 1998, as amended and restated on March 24, 2000 referred to
hereinafter as the "Employment Agreement"); and

               WHEREAS, pursuant to Section 2 of the Employment Agreement, the
Company agreed to employ Tietz, and Tietz agreed to serve in the employ of the
Company, on an exclusive and full-time basis, as the Chief Executive Officer of
the Company, through December 31, 2000, with an automatic extension of the term
until December 31, 2001, subject to further extension upon the written agreement
of the Parties; and


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               WHEREAS, the Company and Tietz desire to provide for a perpetual
two-year term of the Employment Agreement, on the terms and conditions set forth
herein;

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

               1. Provision of Perpetual Two-Year Term. Subject to the Company's
right and power to discharge Tietz from active service without advance notice by
providing a "Notice of Termination" (as defined in the Employment Agreement), as
permitted by and subject to the provisions of the Employment Agreement, the term
of Tietz' employment by the Company shall be for a perpetual two-year term.

               2. Modification of Severance Benefits. The provisions of Section
9(b) of the Employment Agreement are hereby amended in their entirety to read as
follows:

                    (b) Within thirty (30) days after Tietz' last day of active
                service, the Company shall pay him a lump sum equal to (a) his
                then-current annual salary and (b) his then-current annual
                performance bonus target or, if not yet established, his most
                recent annual bonus payment. The payment to Tietz under this
                paragraph (b) shall be conditioned upon his compliance with the
                Company's policy (as in effect on the Effective Date or on his
                last day of active service, whichever is more favorable to
                Tietz) regarding all salaried employees executing a waiver and
                release prior to receiving severance compensation.


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               3. Severance Policy. Reference is made to the Company's severance
policy, set forth on Exhibit A hereto (the "Severance Policy"). The Parties
confirm that the Employment Agreement calls for a severance payment different
from that specified in the Severance Policy and, accordingly, upon the
occurrence of any event that entitles Tietz to the payment of severance benefits
under the Employment Agreement, the provisions of the Employment Agreement shall
apply and not those of the Severance Policy.

               4. 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.

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

                             THE CRONOS GROUP

                             By     /s/  CHARLES THARP
                                --------------------------------------------
                                Charles Tharp
                                Chairman of the Compensation Committee
                                Of the Board of Directors



                             /s/  DENNIS J TIETZ
                                --------------------------------------------
                             Dennis J Tietz


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                           COMPANY'S SEVERANCE POLICY



               1. Any employee terminated by the Company without "cause" shall
be paid severance in an amount equal to the product obtained by multiplying the
employee's monthly salary at the time of termination by the number of years that
the employee has worked for the Company, with a maximum severance payment of one
year's salary;

               2. No severance shall be paid to an employee terminated for
"cause," with cause defined, in the absence of any specific definition in any
employment or severance agreement between the employee and the Company, to mean
the non-performance of, or willful misconduct in the performance of, the
employee's duties to the Company, or to willful misconduct of the employee
amounting to moral turpitude so as to affect his or her ability to adequately
perform services on behalf of the Company;

               3. For purposes of the Company's severance policy, the term
"Company" shall refer to the Cronos Group or to the subsidiary of the Cronos
Group that is the employer of the employee for tax purposes;

               4. The Company's severance policy shall be subject to any
provision of local law of the country of the employee's principal place of
business that may call for a higher severance payment in the event of a
termination of the employee without cause;

               5. The Company's severance policy shall be subject to any
provision of any employment or severance agreement between the Company and the
employee that calls for a severance payment different than that specified in the
Company's severance policy;

               6. No severance shall be payable by the Company to any employee
who voluntarily resigns his or her employment with the Company; and

               7. Any severance payment called for under the Company's severance
policy shall be paid to the terminated employee in one lump sum, within 30 days
of his or her termination of employment.


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