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Exhibit 10.12

CONFIRMATION, ACKNOWLEDGEMENT AND CONSENT

CONFIRMATION, ACKNOWLEDGEMENT AND CONSENT (this "Consent") dated as of March 5,
1999 of LAMBERT BUSINESS INC., a Panamanian corporation ("Lambert"), in favor of
Fleet Bank, N.A., as Agent (the "Agent") under that certain Amended and Restated
Credit Agreement dated as of June 24, 1997, as amended (the "Credit Agreement ")
by and among CRONOS CONTAINERS, N.V., CRONOS CONTAINERS LTD., CRONOS EQUIPMENT
LTD., CRONOS CONTAINERS INC., CRONOS CAPITAL CORP., and CRONOS EQUIPMENT
(BERMUDA) LIMITED (collectively, the "Borrowers") and FLEET BANK, N.A.,
BANKBOSTON, N.A., FIRST UNION NATIONAL BANK (formerly known as CORESTATES BANK,
N.A.) and UNION BANK OF CALIFORNIA, N.A. (collectively, the "Banks") and the
Agent.

                                   WITNESSETH:

WHEREAS, Stefan M Palatin ("Palatin") beneficial owner of 45 outstanding shares
of stock of Lambert, issued that certain Promissory Note in the original
principal amount of $5,461,067 dated July 1, 1996 payable to the order of The
Cronos Group, (the "1996 Note"); and

WHEREAS, Palatin executed and delivered that certain Pledge Agreement between
Palatin and The Cronos Group dated July 1, 1996 (the "Pledge Agreement")
pursuant to which Palatin purported to pledge 1,030,303 shares of common stock
of The Cronos Group owned by Lambert (the "Lambert Cronos Shares") to secure his
obligations under the 1996 Note; and

WHEREAS, pursuant to that certain Transfer Supplement between The Cronos Group
and Cronos Equipment (Bermuda) Limited "Cronos Bermuda") dated as of July 14,
1997 (the "Transfer Supplement"), The Cronos Group transferred all of its rights
and benefits under the 1996 Note and Pledge Agreement to Cronos Bermuda; and

WHEREAS, pursuant that certain Confirmation of Security Documents of Palatin
(the "Confirmation"), Palatin consented to such transfer of his 1996 Note and
Pledge Agreement; and

WHEREAS, Palatin issued that certain Secured Amended and Restated Promissory
Note in the original principal amount of $5,900,000 US. dated July 14, 1997 to
the order of Cronos Bermuda in amendment and restatement of the 1996 Note (the
"Amended Note"); and

WHEREAS, Palatin issued that certain Secured Promissory Note in the original
principal amount of $3,7000,000 U.S. dated July 14, 1997 to the order of Cronos
Bermuda (the "New Note"); and

WHEREAS, pursuant to that certain Collateral Assignment dated as of July 14,
1997 by Cronos Bermuda in favor of the Agent (the "Collateral Assignment"),
Cronos Bermuda assigned to the Agent as collateral, among other things, all of
its rights, privileges and benefits under the Amended Note, New Note, Pledge
Agreement, Transfer Supplement and Confirmation (the "Assigned Collateral"); and

WHEREAS, the Board of Directors and Shareholders (other than Palatin) did not
consent to the transactions contemplated by the Pledge Agreement, the Transfer
Supplement and the Confirmation (collectively, the "Pledge Documents") at the
date of execution and delivery thereof; and

WHEREAS, the Board of Directors and shareholders of Lambert have ratified and
approved in all respects the transactions contemplated by the Pledge Documents
and the Collateral Assignment, effective as of the date thereof, subject to the
redemption by Lambert of all the 55 shares of its capital stock (the
"Redemption") belonging to Rudolf J Weissenberger ("Weissenberger") in exchange
for 566.667 of the Lambert Cronos shares (the "Redeemed Shares"); and

WHEREAS, the consent of Cronos Bermuda and the Agent are required to permit
release and delivery of the Redeemed Shares to Weissenberger; and



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WHEREAS, Cronos Bermuda and the Agent are willing to consent to release of the
Redeemed Shares in order to permit the Redemption to occur provided that Lambert
execute and deliver this Consent, and Lambert desires to so execute and deliver
this Consent subject to the release and delivery of the 566.667 Redeemed Shares
to Weissenberger; and

WHEREAS, defaults have occurred under the amended Note and the New Note and
payment thereof has been accelerated.

NOW THEREFORE, the undersigned hereby agrees as follows:

(a)    Lambert hereby, effective as of the date thereof, CONFIRMS, RATIFIES AND
       CONSENTS to execution and delivery of the Pledge Documents and the
       Collateral Assignment and the transactions contemplated therein,
       including without limitation, the granting of a lien and security
       interest in the Assigned Collateral and assignment by Cronos Bermuda to
       the Agent of its right, title and interest in, to the Assigned
       Collateral, and agrees to the terms and conditions thereof and that, in
       accordance with such assignment, all right, title and interest in, to and
       under the Assigned Collateral, including, without limitation, the right
       of Cronos Bermuda to require performance each of the Palatin Loan
       Documents, and rights of indemnification, shall inure to the benefit of
       the Agent.

(b)    Lambert hereby CONFIRMS, ADOPTS AND AGREES that it shall he bound by, the
       terms and provisions of the Pledge Agreement, Transfer Supplement and
       Confirmation as if it were in the place and stead of Stefan Palatin
       thereunder and certifies that it is not in breach of any provision of any
       such documents.

(c)    Lambert hereby ACKNOWLEDGES, CONFIRMS AND AGREES to the assignment
       effected by the Collateral Assignment and agrees that physical possession
       of the Lambert Shares (as hereinafter defined) shall be delivered to the
       Agent, authorizes and instructs Cronos Bermuda to so deliver the Lambert
       Shares, and agrees that the Agent may take all actions with respect
       thereto as it is permitted to take with respect to the Klarnath Shams,
       notwithstanding any restrictions to the contrary set forth in the
       Collateral Assignment.

(d)    Lambert hereby ACKNOWLEDGES and AGREES that, notwithstanding any
       provision of any Palatin Document to the contrary, no agreement or
       activity with respect to the Palatin Loans, the Palatin Documents or the
       Palatin Collateral (including, without limitation, any amendment,
       modification, supplement, surrender, waiver, release, satisfaction,
       termination or cancellation of the Palatin Loans, the Palatin Collateral,
       the Palatin Documents or any of the Bermuda or any obligations of Lambert
       thereunder) shall be effective without the prior written consent of the
       Agent.

(e)    Lambert hereby represents and warrants as follows:

       (i)    it is a corporation duly organized, validly existing and in good
              standing under the laws of the Commonwealth of Panama and has
              corporate power and authority to own its properties and to
              transact the business in which it is engaged and to execute,
              deliver and perform this Consent;

       (ii)   it is the sole record and beneficial owner of 463,636 shares of
              common stock of The Cronos Group (the "Lambert Shares") and such
              Shares are free and clear of all liens and encumbrances of any
              kind whatsoever;

       (iii)  it has no assets other than the Lambert Shares and no liabilities;

       (iv)   this Consent has been duly executed and delivered and constitutes
              the valid and binding obligation of Lambert, enforceable in
              accordance with its terms;


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       (v)    after giving effect to this Consent, the Agent has a duly
              perfected first priority Lien on the Lambert Shares;

       (vi)   it has the right, power and authority to assign its right, title
              and interest in and to the Assigned Collateral to the Agent, it
              shall not sell, assign, mortgage, pledge, grant a security
              interest in, charge or otherwise transfer or encumber, the
              Assigned Collateral to any person other than the Agent and any
              such sale, assignment, mortgage, pledge, security interest,
              charge, or other transfer or encumbrance without Agent's prior
              written consent shall be void ab initio and of no force and
              effect;

       (vii)  the execution, delivery and performance of this Consent by Lambert
              does not violate any law or regulation, or any order or decree of
              any court or governmental instrumentality, or any provision of the
              charter or by-laws of, or any securities issued by Lambert, and
              will not conflict with, or result in the breach of, or constitute
              a default under, any indenture, mortgage, deed of trust, agreement
              or other instrument to which the Lambert is a party or by which it
              is bound, and will not result in the creation or imposition of any
              lien, charge or encumbrance upon any of the property of Lambert
              pursuant to the provisions of any of the foregoing other than a
              lien in favour of Cronos Bermuda and the Agent.

(f)    Lambert acknowledges that a Palatin Note Default has occurred and is
       continuing and that the Agent is entitled to and has stated its intention
       to foreclose on he Notes and the Klamath Shares and the Lambert Shares
       and acknowledges that such statement by the Agent constitutes adequate
       notice of foreclosure for purposes of the Uniform Commercial Code.

(g)    Lambert hereby consents to the performance of any term of the Palatin
       Loans, the Palatin Documents and the Palatin Collateral by the Agent (or
       any nominee or assignee of the Agent) and the assignment thereof by the
       Agent, upon exercise by the Agent of its rights under the Loan Documents,
       including under the Assignment, and agrees to continue to abide by and
       perform its obligations under the Palatin Loans, the Palatin Documents
       and the Palatin Collateral in the event of such exercise of rights, but
       confirms and agrees that the Agent (or its nominee or assignee) shall not
       assume, nor be liable for, any of the obligations or liabilities of any
       party under the Palatin Loan, the Palatin Documents and the Palatin
       Collateral unless the same shall have been expressly assumed by it in
       writing.

(h)    Lambert hereby agrees at all times to pay any and all amounts payable to
       Cronos Bermuda under the Assigned Collateral directly to the Agent (or
       its nominee), to the following account of the Agent:

       New York, New York
       ABA: (0213000191
       G/L Number; 15 1035 1 -CIC 03102
       Attention. Sandra Garcia
          Loan Department (806) 986-6332
       Reference: Cronos

       or to such other account or at such address as the Agent (or such
       nominee) shall direct, any and all payments due to Cronos Bermuda under
       the Assigned Collateral, and to send to the Agent at the address for the
       Agent set forth in section 11.09 of the Credit Agreement above,
       concurrently with delivery thereof to Cronos Bermuda, copies of all
       notices and other communications (other than routine communications)
       given by Lambert to Cronos, Bermuda pursuant to the Assigned Collateral.

(i)    Lambert hereby consents that any legal action or proceeding against it
       under, arising out of or in any manner relating to this Consent or the
       Assignment or to the Palatin Documents or Palatin Loans, or for
       recognition and enforcement of any judgement in respect thereof, is
       subject to the exclusive general jurisdiction of the any court of the
       State of New York, sitting in the County of New York or in



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       the United States District Court for the Southern District of New York
       and appellate courts from any Court. Lambert by the execution and
       delivery of this Consent, expressly and irrevocably assents and submits
       to the personal jurisdiction of any of such courts in any such action or
       proceeding. Lambert further irrevocably consents to the service of any
       complaint, summons notice or other process relating to any such action or
       proceeding by delivery of the same to Palatin. Lambert hereby expressly
       and irrevocably waives any claim or defense in any such action or
       proceeding to assert any defense given or allowed under the laws of any
       state other than the State of New York. Nothing in this paragraph 6 shall
       affect, or impair in any manner or to any extent the right of the Agent
       or the Banks to commence legal proceedings or otherwise proceed against
       Lambert or Cronos Bermuda or any other party in any jurisdiction or to
       serve process in any manner permitted by law.

       Capitalized terms used in this Consent are not defined herein shall have
       the meaning given thereto in the Collateral Assignment.

       IN WITNESS WHEREOF, the undersigned has executed this Consent as of the
       date first above written.

       Dated: March 5, 1999
       LAMBERT BUSINESS INC.

       BY:    /s/ R Weissenberger

       Name:  R J Weissenberger
       Title: Proxy


       The undersigned acknowledges, consents and agrees to the above Consent,
       including, without limitation, the provisions of Sections (c) and (e)
       thereof, and that the Agent shall have physical possession of the share
       of common stock of The Cronos Group which are registered in the name of
       Lambert Business Inc., together with a stock power duly executed in blank
       by Lambert. The undersigned hereby consents to the release and delivery
       of the Redeemed Cronos Shares to Weissenberger, subject to receipt by the
       Agent of certificates representing the remaining 463,636 shares of stock
       of The Cronos Group owned by Lambert, together with a stock power duly
       executed in blank by Lambert.

       Cronos Equipment (Bermuda) Limited

       By:    /s/ P J Younger

       Name:  Peter Younger
       Title: Director


       Based upon the representations and warranties and covenants hereinabove
       set forth, the undersigned hereby consents to the release and the
       delivery of the Redeemed Cronos Shares to Weissenberger, subject to
       receipt by the undersigned of certificates (and related stock powers duly
       executed in blank by Lambert) representing the remaining 463,636 shares
       of stock of The Cronos Group owned by Lambert.

       Fleet Bank, N.A., as secured party
       Under the Collateral Assignment

       By:    /s/ Edward J Walsh

       Name:  Edward J Walsh
              Title: Senior Vice President



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Exhibit 10.13

                                    AMENDMENT

From:  China International Marine Containers (Group) Company Limited (the
       "Lender")
To:    Cronos Containers Limited (the "Borrower")


Dear Sirs

Ref:   Our $million Revolving Credit Facility with yourselves dated August 1997

1.     We hereby confirm that the "Final Repayment Date" as defined in Section
       1.1 of the Facility Letter is hereby amended to be 30th November 1999.

2.     Cronos will make the following repayments of the facility, in accordance
       with Section 6 of the Revolving Credit Facility-

       i.     on or before 5th April, 1999, a repayment of not less than
              $1,000,000, and

       ii.    on or before 5th May, 1999, a repayment of not less than
              $1,000,000, and

       iii.   on or before 5th July, 1999, a repayment of not less than
              $3,000,000, and

       iv.    on or before 5th October, 1999, a repayment of not less than
              $3,000,000, and

       v.     the remaining balance on the facility by no later than 30th
              November 1999

All other terms and conditions under the facility Letter remain unchanged.


For and on behalf of China International Marine Containers (Group) Company
Limited


/s/ Mai Bo Liang                          March 24,1999
-----------------------------------       --------------------------------------
Accepted                                  Date

Name:  MAI BO LIANG
Title: PRESIDENT


For and on behalf of Cronos Containers Limited




/s/ P J Younger                           March 23, 1999
-----------------------------------       --------------------------------------
Accepted                                  Date

Name:  Peter J Younger
Title: Director



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