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Exhibit 10.28


                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into effective as of March 24, 2000 (the "Effective Date") by and
between Dennis J. Tietz ("Tietz's) and The Cronos Group, a limited liability
company organized and existing under the laws of Luxembourg (the "Company")
(collectively, the "Parties").

                                R E C I T A L S

WHEREAS, the Parties entered into an employment agreement (the "Prior
Agreement") effective as of December 11, 1998;

WHEREAS, the Parties entered into a severance agreement ("Severance Agreement")
effective as of December 11, 1998;

WHEREAS, the Parties desire to amend and restate the Prior Agreement to reflect
certain changes in the terms and conditions of Tietz's employment with the
Company, as more fully set forth in this Agreement;

WHEREAS, the Parties also desire to terminate the Severance Agreement;

WHEREAS, effective as of the date hereof, the Parties hereby agree that the
terms of this Agreement shall supercede, in its entirety, the terms of the Prior
Agreement and that the Severance Agreement shall be terminated; and

WHEREAS, the Parties further agree that this Agreement shall govern, in all
respects, the terms of the employment of Tietz by the Company.

NOW, THEREFORE, the Parties agree as follows:


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1. POSITION

During the term of this Agreement ("Term"), Tietz shall be employed by the
Company as its Chief Executive Officer and shall be nominated to the Company's
Board of Directors (the "Board") and nominated to serve as Chairman of the
Board. If requested by the Board, Tietz shall also serve, without additional
compensation, as the President and director of one or more subsidiaries of the
Company, including, without limitation, Cronos Capital Corporation, a California
corporation ("CCC" and collectively, the "Subsidiaries").

2. TERM

(a) The Term shall commence on the Effective Date and shall continue until
December 31, 2000. Thereafter, the Term shall continue for an additional year
ending on December 31, 2001. Any further extensions shall only occur upon the
written agreement of the Parties hereto.

(b) Tietz shall work exclusively for the Company (which, for the purposes of
this provision, includes the Subsidiaries) during the Term.

3. ANNUAL SALARY

Tietz's annual salary for services rendered under this Agreement shall be Three
Hundred Thousand Dollars ($300,000) (the "Initial Base Salary"), paid in
accordance with the Company's standard payroll practices. Commencing January 1,
2001, Tietz's annual salary may be increased, in the discretion of the Board,
but shall not be reduced. In all events, Tietz's annual salary for the year
2001, and for each year thereafter during the Term shall be increased, at a
minimum, in accordance with the ratio that the consumer price index compiled and
published by the United States Department of Labor's Bureau of Labor Statistics
for the San Francisco/Oakland Metropolitan area ("CPI") for the year just ended
bears to said figure for the calendar year preceding the year just ended. Such
increased CPI shall be applied to the Initial Base Salary, as previously
increased by the CPI, and not necessarily to the prior year's annual salary.


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4. BONUS

(a) For each calendar year that ends during the Term of this Agreement, the
Company shall pay a cash bonus to Tietz which, with respect to the 1999 calendar
year, shall be in an amount equal to up to 50% of Tietz's annual salary and
shall be calculated on the basis of the performance goals established by the
Compensation Committee of the Board at its meeting of June 3, 1999, and, with
respect to any subsequent calendar year (including, but not limited to, the 2000
calendar year), on the basis of comparable performance goals or such other
criteria determined by the Board, in its discretion with respect to such
calendar year.

(b) In the event that during the Term, any "Change in Control" (as defined in
Exhibit A hereto) of the Company occurs, Tietz shall receive a single sum cash
bonus (the "Transaction Bonus") in a dollar amount which shall be determined and
paid to Tietz in accordance with the terms and provisions of Exhibit B also
attached hereto. Notwithstanding any contrary provision in this Agreement,
payment of the Transaction Bonus shall be subject to any reduction required by
Section 13 hereof.

5.   ALLOCATION OF COMPENSATION AMONG THE COMPANY AND SUBSIDIARIES

For accounting and tax reporting purposes, the annual salary, bonus, and other
compensation and benefits (collectively, "Compensation") payable to Tietz shall
be allocated among the Company and the Subsidiaries based upon the services
rendered by Tietz to the Company and the Subsidiaries. Tietz shall, within
ninety (90) days of the date of this Agreement, in consultation with the
Company's accounting staff and outside auditors, and subject to the approval of
the Audit Committee of the Board, develop an allocation method and procedures
for the purpose of allocating Tietz's Compensation among the Company and the
Subsidiaries. The procedures selected shall be designed to fairly reflect an
allocation of Tietz's Compensation among the Company and the Subsidiaries based
upon the services rendered by Tietz to the Company and the Subsidiaries, in
accordance with sound accounting practice.


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6. GROUP/EXECUTIVE BENEFITS

(a) Except as otherwise specifically provided herein, Tietz and his family shall
participate, on terms no less favorable than were provided to the immediately
preceding Chief Executive Officer of Company, in any group and/or executive
life, hospitalization or disability insurance plan, health program, pension,
profit sharing, 401(k) and similar benefit plans (qualified, non-qualified and
supplemental) that the Company sponsors for its officers or employees, and in
other fringe benefits, including any automobile allowance or arrangement, club
memberships and dues, and similar programs (collective referred to as the
"Benefits"). All waiting periods for such plans shall be waived, except with
respect to any pension plan where waiver of the applicable waiting period is not
permitted. It is understood that participating on the "same terms" as the
immediately preceding Chief Executive Officer of the Company means the same
rules and/or policies shall apply, recognizing that the result upon applying
them can be affected by different credited years of service.

(b) Without limiting the generality of the foregoing provisions of this Section
6, the Company shall provide the following specific benefits to Tietz:

     (i) Automobile. For the Company's convenience, and as a condition to
Tietz's employment by the Company, Tietz shall, to the extent reasonably
possible, use a luxury automobile to be provided and maintained by the Company.
The Company shall also provide, at the Company's expense, adequate personal
injury and property damage insurance covering such automobile.

     (iii) Vacation. Tietz shall be entitled to twenty-five (25) business days
of vacation during each calendar year during the term of this Agreement and any
extensions thereof, prorated for partial years. Tietz may carry over to the
subsequent year up to five (5) business days of vacation each year that he does
not use.

     (iii) Life Insurance. For the term of this Agreement and any extensions
thereof, the Company shall, at its expense, procure and keep in effect life
insurance on the life of Tietz, payable to such beneficiaries as he may from
time to time designate, in such amounts as called for by the Company's


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current policy with respect to the provision of life insurance to senior
executives of the Company.

7.  EQUITY BASED INCENTIVE COMPENSATION


(a) The Company currently has in place an incentive stock option plan pursuant
to the provisions of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") (hereinafter, the "Option Plan"). The Company agrees that
Tietz, as the Chief Executive Officer of the Company, shall participate in the
Option Plan, at the time or times and consistent with the terms and vesting
rules generally applicable to other senior executives of the Company under the
Option Plan.

(b) If there is a generally applicable award of options or restricted shares to
senior executives of the Company other than an award of options under the Option
Plan, Tietz shall participate in such award(s) on terms consistent with the
Company's then-current practices with respect to awards made to other senior
executives. The Compensation Committee of the Board, in its sole discretion,
shall determine whether and to what extent stock options shall be granted to
Tietz under the Option Plan.

(c) In accordance with the terms of the Prior Agreement, the Company granted to
Tietz an option (the "Option") to acquire 300,000 shares (the "Option Shares")
of the Company's common stock, $2.00 par value, at an exercise price of $4.375
per share, the closing price of the Company" s common stock, as quoted on
NASDAQ, as of the close of business on December 11, 1998, the date of grant. The
terms of the Option are set forth in a separate Non-Qualified Stock Option
Agreement entered into between the Company and Tietz.

(d) In the event of an "Equity Change in Control" of the Company, as that term
is defined in Exhibit C hereto, then all of Tietz's awards of stock options,
restricted shares or similar equity-based interests which have not already
vested shall immediately vest in full.

(e)  CCC is an indirect wholly-owned subsidiary of the Company. CCC serves as
     the general partner or managing general partner of eleven (11) California
     limited partnerships organized to own and manage marine cargo containers.
     Since 1992, Tietz has served as President of CCC. Tietz shall


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continue to serve as President of CCC during the Term. Under the relevant
partnership agreements of the container partnerships, CCC, as general partner,
is entitled to various forms of compensation. The Company agrees to allocate and
distribute to Tietz, as additional incentive compensation, for the term of the
container partnerships paying such compensation, three percent (3%) of the
container partnerships" fees and distributions payable and distributable to CCC.
The incentive compensation payable to Tietz under the provisions of this
subsection (e) shall be payable to him by CCC quarterly and shall be paid to
Tietz regardless of the termination of this Agreement by either Party prior to
the expiration of the term of container partnerships" agreements with CCC.

8. EVENTS TRIGGERING SEVERANCE BENEFITS

Upon the termination of Tietz's employment for any of the reasons described in
subsections (a) - (c) below, he will be entitled to receive the severance
benefits described in Section 9 hereof:

(a) The Company terminates Tietz's employment without "Cause."

(b) Tietz terminates his employment with the Company "For Good Reason," which
means he terminates it within six (6) months of any event that constitutes "Good
Reason," as defined in subsection (d) below (the phrase "Without Good Reason"
means any termination by Tietz other than within six (6) months of an event
constituting Good Reason).

(c) Tietz resigns, with or without Good Reason within the thirty (30) day period
commencing one (1) year following an "Equity Change in Control" of the Company,
as that term is defined in Exhibit C hereto.

(d) Definitions:

     (i) "Cause" refers to Tietz's willful dishonesty toward, fraud upon, or
deliberate injury or attempted injury to, the Company, or by reason of Tietz's
willful material breach of this Agreement which has resulted in a material
injury to the Company; provided, however, that Cause shall not be deemed to
exist as a result of any act or omission believed by Tietz, in good faith, to
have been in the interest of the Company.


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     (ii) "Good Reason" for Tietz to resign shall exist if any of the following
events occur without his consent: (A) the Company fails to pay or provide
required compensation, after the omission has been called to the Company's
attention and it has been given a reasonable opportunity to cure the situation;
or (B) the Company materially reduces Tietz's titles, position, duties and/or
authority; or (C) the Company fails to nominate Tietz to serve on the Board or
to serve as Chairman of the Board; or (D) the Company materially breaches the
terms of this Agreement, provided, however, Tietz has called the breach to the
Company's attention and allowed the Company a reasonable opportunity to cure it.

     (iii) "Notice of Termination" shall mean a written notice which (A)
indicates the type of termination under this Agreement (e.g., for Cause) and
cites the applicable provision of this Agreement, (B) briefly describes the
facts and circumstances claimed to provide a basis for the stated type of
termination, if applicable, and (C) specifies the date of termination from
active service, provided, however, if Tietz is eligible for the Non-Solicitation
Payment payable pursuant to Section 10 hereof, the Company shall provide Tietz
with thirty (30) days advance notice of his date of termination in order to
enable him to make a timely election to receive the Non-Solicitation Payment
under Section 10 hereof.

(e) Termination because of Tietz's death or disability will not require payment
of the severance benefits described in Section 9, nor will termination for Cause
or Tietz' termination of employment Without Good Reason.

     (i) For purposes of this Agreement, Tietz will be deemed to be disabled
from performing his duties upon the earlier of: (A) the end of a six (6)
consecutive month period during which, for any reason, he has been unable to
substantially perform his usual and customary duties as Chief Executive Officer;
or (B) the date when it becomes apparent that, for any reason, he will be unable
to substantially perform his usual and customary duties as Chief Executive
Officer for a period of at least six (6) consecutive months, provided, however,
that in the case of a physical or mental injury or disease, his disability must
be determined in writing by a reputable physician or psychologist, selected
jointly by the Board and Tietz (or his personal representative). The Company
shall promptly give Tietz written notice of any


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determination that Tietz is disabled from working and of any decision by the
Board to terminate his employment by reason thereof. In the event of disability,
until the date of termination from active service, the base salary payable to
Tietz under Section 3 hereof shall be reduced dollar-for-dollar by the amount of
disability benefits paid to Tietz in accordance with any disability plan, policy
or program of the Company.

9. SEVERANCE BENEFITS

If Tietz qualifies for severance benefits under the provisions of Section 8
hereof, then the following terms and conditions shall apply:

(a) The Company shall pay Tietz all "Accrued Obligations" in a lump sum in cash
within thirty (30) days following his last day of active service; provided,
however, that any portion of the Accrued Obligations which consists of bonus,
deferred compensation, or incentive compensation shall be determined and paid in
accordance with the terms of the relevant plan or provision. "Accrued
Obligations" shall mean, as of the last day of active service, the sum of: (i)
his base salary under Section 3 hereof through the date of termination from
active service, to the extent not already paid; (ii) the amount of any bonus,
incentive compensation, deferred compensation and other cash compensation
accrued by Tietz as of his last day of active service, to the extent not already
paid; and (iii) any vacation pay, expense reimbursements and other cash
entitlements accrued by Tietz as of his last day of active service, to the
extent not already paid. For purposes of this Section, amounts shall be deemed
to accrue ratably over the period during which they are earned, but no
discretionary compensation shall be deemed earned or accrued until it is
specifically approved by the Board in accordance with the applicable plan,
program or policy.

(b) Within thirty (30) days after Tietz's last day of active service, the
Company shall pay him a lump sum equal to the amount that results when the
fraction described in subsection (i) below is multiplied times the sum described
in subsection (ii) below:

     (i) A fraction, the numerator of which is the lesser of (A) the number of
days remaining from Tietz's last day of paid active service until


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the last day of the term of this Agreement or (B) 365, and the denominator of
which is 365;

     (ii) The sum of his: (A) then-current annual salary and (B) then-current
annual performance bonus target or, if not yet established, his most recent
annual bonus payment.

However, 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.

(c) Within thirty (30) days after Tietz's last day of active service, the
Company shall pay him a lump sum that represents a pro-rated annual bonus for
the year of termination. This amount shall be calculated by taking his target
bonus (which, in the case of the target bonus for the 1999 calendar year shall
be in an amount equal to up to 50% of Tietz's annual salary and shall be
calculated on the basis of the objective criteria approved by the Compensation
Committee of the Board at its meeting of June 3, 1999 (but excluding for
purposes of this Section, the Committee's subjective determination with respect
to Tietz's overall performance for the year)) or, if such target bonus has not
been established (e.g. the bonus for the 2000 calendar year), his bonus for the
prior year, for the year of termination and multiplying it times a fraction (i)
whose numerator is the number of days elapsed in the current calendar year from
January 1 of that year through his final day of active service, and (ii) whose
denominator is 365 (e.g., if his last day of active service was February 5, then
this fraction would be .10, calculated as follows: 36 days elapsed in year
divided by 365 days).

(d) All options and restricted stock (including both shares and units) that were
granted before the date of termination but have not yet vested shall immediately
vest upon Tietz's final day of active service. All such options, and also
options that previously vested but have not yet been exercised, shall remain
exercisable in accordance with the Option Plan's terms for retirees.

The Company may at any time discharge Tietz from active service without advance
notice, by providing a Notice of Termination. Nothing in this


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Agreement shall be construed as requiring the Company to allow Tietz to continue
actively performing the duties of Chief Executive Officer. Regardless of the
reason for such termination or whether it constitutes a breach by the Company of
this Agreement, Tietz's exclusive remedy shall be payment of the severance
benefits described in subsections 9(a) - 9(d) hereof; he shall not be entitled
to reinstatement, nor to any other damages for wrongful termination; nor, after
his termination from active service, shall he be entitled to any other salary,
benefits or other compensation under this Agreement. Notwithstanding anything to
the contrary in the preceding sentences, Tietz shall be entitled to receive the
incentive compensation called for by the provisions of Section 7(e) of this
Agreement for the term of the container partnerships" paying such compensation,
and Tietz shall be entitled to the benefits of the Indemnification Agreement
previously entered into by the Company with Tietz.

10. NON-SOLICITATION PAYMENT

In the event that Tietz's employment with the Company terminates under
circumstances that would entitle him to the payment of severance under Section
9(b) hereof, then Tietz shall be eligible to receive, at his option, an
additional single lump sum payment in a dollar amount equal to 100% of the
annual salary and bonus payable to him under Section 9(b) for a 12-month period
in exchange for his agreement to comply with the non-solicitation and
confidentiality requirements contained in Section 12 hereof (the
"Non-Solicitation Payment"). In order to receive the Non-Solicitation Payment
Tietz must, on or before his last day of service with the Company, notify the
Company in writing of his election to receive the Non-Solicitation Payment and,
in connection therewith, Tietz must consent in writing to comply with the
requirements of Section 12 for a twenty-four (24) month period. Within thirty
(30) days after Tietz's last day of service with the Company, the Company shall
pay Tietz the Non-Solicitation Payment; provided, however, that if Tietz
violates the provisions of Section 12 hereof at any time during the twenty-four
(24) month period, Tietz shall promptly repay to the Company the
Non-Solicitation Payment.


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11.  OBLIGATIONS OF THE COMPANY UPON TERMINATION BY DEATH, DISABILITY,
     DISCHARGE FOR CAUSE, OR RESIGNATION WITHOUT GOOD REASON

In the event this Agreement terminates due to the death or disability of Tietz,
or due to a termination for Cause or resignation or Tietz's retirement Without
Good Reason, the Company shall pay to Tietz all Accrued Obligations in a lump
sum in cash within thirty (30) days after his last day of active service;
provided, however, that any portion of the Accrued Obligations which consists of
bonus, deferred compensation, or incentive compensation shall be determined and
paid in accordance with the terms of the relevant plan or provision. Nothing in
this Section shall limit or otherwise adversely affect any rights Tietz may have
under applicable law, under any other agreement with the Company including,
without limitation, the Indemnification Agreement, or under any compensation or
benefit plan or policy of the Company.

12. NON-SOLICITATION AND CONFIDENTIALITY

(a) If Tietz's employment with the Company is terminated for any reason that
entitles him to receive severance benefits pursuant to Section 9 of this
Agreement, and he elects to receive the Non-Solicitation Payment, then for a
period of twenty-four (24) months immediately following his last day of active
service, Tietz shall comply with the requirements of this Section 12.

     (i) Non-Solicitation of Business Contacts. Tietz shall not directly or
indirectly, solicit or interfere with any relationship with any customer,
supplier, investor, limited partner or deal referral source of the Company, CCC,
or any other affiliate.

     (ii) Non-Solicitation of Employees. Tietz shall not directly or indirectly
solicit or encourage any Existing Company Employee to leave the Company or to
accept any position with any other company that currently engages in business
with the Company. "Existing Company Employee" shall mean someone who: (a) became
employed by the Company before Tietz's active service terminates, and (b) is
still employed by the Company as of the date when the facilitating act or
solicitation takes place, and (c) holds a manager, director, or officer level
position at the Company (or an equivalent position based on job duties).


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(b) Confidentiality. Tietz shall not use or disclose to anyone any Confidential
Information regarding the Company and its affiliates. "Confidential Information"
shall include all non-public information Tietz acquires by virtue of his
positions with the Company which might be of material value to a competitor or
which might cause any economic loss (directly or via loss of an opportunity) or
substantial embarrassment to the Company or its customers, lessees, or suppliers
if disclosed. Examples of such Confidential Information include, without
limitation, non-public information about the Company's strategic or marketing
plans; its lessees, customers, and suppliers; its business operations and
structure; its pricing policies, or its non-public financial data.

(c) Remedies. In the event of a breach or threatened breach of any term of this
Section 12, the Company shall be entitled to injunctive relief and/or damages.
The Parties agree that breach of this Section 12 would cause irreparable injury
to the Company for which there would be no adequate remedy at law, due among
other reasons to the inherent difficulty of determining the precise causation
for loss of customers or measuring the exact impact of losing key employees or
having Confidential Information disclosed.

(d) Recitals. Tietz acknowledges that by virtue of the positions he will hold
with the Company, he will acquire Confidential Information, including, without
limitation, knowledge of operational plans, strategic long-range plans, and
leasing and marketing plans. Tietz also acknowledges that by virtue of the
positions he will hold with the Company, he will learn which Existing Company
Employees are critical to the Company's success and will develop relationships
he otherwise would not have had with such employees and with customers,
suppliers, investors, limited partners and deal referral sources.

13. GOLDEN PARACHUTE EXCISE TAX

(a) In the event any payment that is either received by Tietz or paid by the
Company on his behalf or any property or any other benefit provided to him under
this Agreement or under any other plan, arrangement or agreement with the
Company or any other person whose payments or benefits are treated as contingent
on a change of ownership or control of the Company (or in the ownership of a
substantial portion of the assets of the Company) or any person affiliated with
the Company or such person (but only if such payment or other


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benefit is in connection with Tietz's employment by the Company) (collectively,
the "Company Payments"), will be subject to the tax (the "Excise Tax") imposed
by Section 4999 of the Code (and any similar tax that may hereafter be imposed
by any taxing authority), the amounts of any Company Payments shall be
automatically reduced to an amount one dollar less than an amount that would
subject Tietz to the Excise Tax. The dollar amount of the reduction, if any, to
be made with respect to any Company Payments shall be determined by the
Company's Accountants (as such term is defined in Section 13(b) below) on or
before the date such Company Payments are due and payable to Tietz.

(b) For purposes of determining whether any of the Company Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (x) the Company
Payments shall be treated as "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and all "parachute payments" in excess of the "base
amount" (as defined under Code Section 280G(b)(3) of the Code) shall be treated
as subject to the Excise Tax, unless and except to the extent that, in the
opinion of the Company's independent certified public accountants, Deloitte &
Touche LLP, San Francisco (the "Accountants") such Company Payments (in whole or
in part) either do not constitute "parachute payments," represent reasonable
compensation for services actually rendered within the meaning of Section
280G(b)(4) of the Code in excess of the "base amount" or are otherwise not
subject to the Excise Tax, and (y) the value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Accountants in accordance
with the principles of Section 280G of the Code. In the event that the
Accountants are serving as accountant or auditor for the individual, entity or
group effecting the Change in Control, Tietz may appoint another nationally
recognized accounting firm to make the determinations hereunder (which
accounting firm shall then be referred to as the "Accountants" hereunder). All
determinations hereunder shall be made by the Accountants which shall provide
detailed supporting calculations both to the Company and Tietz at such time as
it is requested by the Company or Tietz. If the Accountants determine that
payments under this Agreement must be reduced pursuant to this paragraph, they
shall furnish Tietz with a written opinion to such effect. The determination of
the Accountants shall be binding upon the Company and Tietz.

(c) The Company agrees that it shall be responsible for all charges of the
Accountant.


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14. NO DUTY TO MITIGATE

With respect to the severance benefits provided under Section 9 and 10 of this
Agreement, Tietz shall not have any duty to mitigate his income loss after a
termination by finding alternative employment nor shall amounts he earns from
other employment be offset against those benefits.

15. TERMINATION BY EXECUTIVE

Tietz shall have no personal liability for damages to the Company for
voluntarily terminating his employment at any time, with or Without Good Reason,
so long as he gives at least thirty (30) days prior written notice.

16. ARBITRATION

Should any dispute or controversy arising from or related to this Agreement
arise between the Parties that the Parties are incapable of resolving themselves
through good faith negotiation, then such dispute or controversy shall be
submitted for resolution by J.A.M.S./ENDISPUTE ("JAMS") in San Francisco,
California, or at such other location as is agreed upon by the Parties. Any
dispute shall first be submitted to JAMS for mediation pursuant to the mediation
services provided by JAMS. Should the dispute between the Parties not be
successfully mediated by JAMS within ninety (90) days of its submission (subject
to any extension agreed to by the Parties) then and in such event the dispute
shall be submitted for binding arbitration by JAMS pursuant to the rules and
practices of JAMS. Unless agreed to by the Parties, the representative of JAMS
who attempts to mediate any dispute between the Parties shall not be the
representative of JAMS who arbitrates the dispute. Judgment upon any award by
the arbitrator(s) may be entered in any court having jurisdiction thereof. It is
agreed that the prevailing party in any such arbitration or other action arising
from or relating to this Agreement shall be entitled to reimbursement of its or
his reasonable costs and expenses, including attorneys" fees. Each Party
consents to the exercise over it or him of personal jurisdiction by the
arbitrator(s) selected by JAMS to resolve any dispute hereunder.


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17. FEES OF NEGOTIATING THIS AGREEMENT

The Company will pay all legal, accounting and other professional fees and
related expenses reasonably incurred by Tietz in connection with the negotiation
and preparation of this Agreement.

18. INDEMNIFICATION

To the fullest extent permitted by law and the Company's bylaws (and/or
resolutions or policies adopted by the Board), the Company shall indemnify Tietz
(including the advancement of expenses) for any judgments, fines, amounts paid
in settlement and reasonable expenses, including attorneys" fees, incurred by
Tietz in connection with the defense of any lawsuit or other claim to which he
is made a party by reason of being an officer, director or employee of the
Company or any of its subsidiaries. The Company and Tietz have entered into an
Indemnification Agreement for the purpose of implementing the indemnification
commitment of this Section 18.

19. BINDING EFFECT

This Agreement shall be binding upon and inure to the benefit of the heirs and
representatives of Tietz and the successors and assigns of the Company. The
Company shall require any successor (whether direct or indirect, by purchase,
merger, reorganization, consolidation, acquisition of property or stock,
liquidation or otherwise) to all or a substantial portion of its assets to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place; provided, however, that Tietz shall have the same obligations
to the successor as he would have had to the Company. Regardless of whether such
an agreement is executed, this Agreement shall be binding on any successor of
the Company in accordance with the operation of law, and such successor shall be
deemed "the Company" for all purposes under this Agreement.

20. NOTICES

Any notice, demand or communication required or permitted to be given by any
provision of this Agreement shall be deemed properly given if given in writing
or by electronic mail and either delivered through a


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commercially recognized overnight delivery service or, if sent by electronic
mail or telecopier, to the party or to an officer of the party to whom the same
is directed, addressed as follows:

(a) If to Cronos, to:         The Cronos Group
                              444 Market Street, 15th Floor
                              San Francisco, California 94111
                              Attn:  Charles Tharp
                              Chairman of the Compensation Committee
                              of the Board of Directors
                              Fax:  (415) 677-9196

(b) If to Tietz, to:          Dennis J. Tietz
                              Cronos Capital Corp.
                              444 Market Street, 15th Floor
                              San Francisco, California  94111
                              Fax: (415) 677-9196

Any party identified above may change the address to which notices are to be
given hereunder by giving notice to the other party in the manner herein
provided.

21. AMENDMENT OF AGREEMENT

This Agreement may not be amended except by written agreement signed by both
Parties. Only the Board has the authority to authorize such an amendment on
behalf of the Company.

22. SEVERABILITY

Each term of this Agreement is deemed severable, in whole or in part, and if any
provision of this Agreement or its application in any circumstance is found to
be unlawful or invalid, the remaining terms and provisions shall remain in full
force and effect.


                                      E-84
<PAGE>   17

23. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without reference to conflict of law principles.

24. EXECUTION IN COUNTERPARTS

This Agreement may be executed by the Parties hereto in counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
constitute one and the same instrument, and all signatures need not appear on
any one counterpart.

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

                                  THE CRONOS GROUP


                                  By: /s/ C Tharp
                                      ----------------------------------------
                                      Charles Tharp
                                      Chairman of the Compensation Committee
                                      of the Board of Directors

                                      /s/ D J Tietz
                                      Dennis J. Tietz


                                      E-85
<PAGE>   18
                                    EXHIBIT A

                         DEFINITION OF CHANGE IN CONTROL

For purposes of Section 4(b) of the Agreement, the term "Change in Control"
shall be defined to mean the occurrence of any of the following events:

      (i) any "person" as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934 ("Act") (other than the Company, any
      trustee or other fiduciary holding securities under any employee benefit
      plan of the Company, or any company owned, directly or indirectly, by the
      stockholders of the Company in substantially the same proportions as their
      ownership of Common Stock of the Company), is or becomes the "beneficial
      owner" (as defined in Rule 13d-3 under the Act), directly or indirectly,
      of securities of the Company representing fifty percent (50%) or more of
      the combined voting power of the Company's then outstanding securities;

      (ii) the closing of an agreement and plan of merger or consolidation of
      the Company with any other corporation is approved, other than a merger or
      consolidation which would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity) more than fifty percent (50%) of the combined voting
      power of the voting securities of the Company or such surviving entity
      outstanding immediately after such merger or consolidation; provided,
      however, that a merger or consolidation effected to implement a
      recapitalization of the Company (or similar transaction) in which no
      person acquires more than twenty-five percent (25%) of the combined voting
      power of the Company's then outstanding securities shall not constitute a
      Change in Control of the Company for purposes of this Exhibit A and the
      Agreement; or

      (iii) the closing of an agreement for the sale or disposition by the
      Company of all or substantially all of the Company's assets other than the
      sale of all or substantially all of the assets of the Company to person or
      persons who beneficially own, directly or indirectly, at least fifty
      percent (50%) or more of the combined voting power of the outstanding
      voting securities of the Company at the time of the sale.


                                      E-86
<PAGE>   19

                                    EXHIBIT B

Transaction Bonus


1. (a) If a Change in Control of the Company, as defined in Exhibit A occurs,
Tietz shall receive a Transaction Bonus calculated in accordance with the
provisions of this Exhibit B.

(b) The Company shall pay Tietz the full dollar amount of the Transaction Bonus
calculated hereunder no later than thirty (30) days after the date of such
Change in Control, as defined in Exhibit A, has occurred; provided, however,
payment of the Transaction Bonus calculated under this Exhibit B shall be
subject to the reduction, if any, required under Section 13 of the Agreement.

2. The Transaction Bonus shall be calculated as follows:

(a) On the closing date of the Change in Control transaction (the "Transaction
Date"), the dollar amount of the negotiated purchase price per share(2) of the
Company's common stock, net of all transaction costs and expenses, (the
"Purchase Price") shall be multiplied by the total number of the Company's
outstanding shares of common stock, determined as of the Transaction Date;

(b) The dollar amount determined in Section 2(a) above shall be multiplied by a
percentage which shall be calculated pursuant to the following formula: [X -
Y]/10 x .25, where "X" equals the Purchase Price and "Y" equals $5.40;

(c) The dollar amount determined in Section 2(b) shall be multiplied by 60% to
arrive at the lump sum cash dollar amount of the Transaction Bonus payable to
Tietz.

_________________

(2) Based on current outstanding shares, which price shall be adjusted for stock
splits, stock dividends or other recapitalization or redemption, all as
determined in the sole discretion of the Board.


                                      E-87
<PAGE>   20
                                    EXHIBIT C

                     DEFINITION OF EQUITY CHANGE IN CONTROL

(a) For purposes of Section 7(d) and 8(c) under the Agreement, "Equity Change in
Control" shall mean any one of the following events:

     (i) Schedule 13D or 13G filing. A Schedule 13D or 13G is filed pursuant to
the Exchange Act indicating that any person or group (as such terms are defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") has become the holder of more than twenty percent (20%) of the
outstanding Voting Shares. For purposes of calculating the percentage of Voting
Shares, such person or group shall be deemed the owner of any Voting Shares
which such person or group may acquire upon conversion of securities or upon the
exercise of options, warrants or rights.

     (ii) Certain Changes in Directors. As a result of or in connection with any
cash tender offer, merger, or other business combination, sale of assets or
contested election, or combination of the foregoing, the persons who were
directors of the Company just prior to such event shall cease within one year to
constitute a majority of the Board.

     (iii) Going Private.  The Company's stockholders approve a definitive
agreement providing for a transaction in which the Company will cease to be an
independent publicly-owned corporation.

     (iv) Certain Corporate Transactions. The stockholders of the Company
approve a definitive agreement (i) to merge or consolidate the Company with or
into another corporation in which the holders of Voting Shares immediately
before such merger or reorganization will not, immediately following such merger
or reorganization, hold as a group on a fully-diluted basis both the ability to
elect at least a majority of the directors of the surviving corporation and at
least a majority in value of the surviving corporation's outstanding equity
securities, or (ii) to sell or otherwise dispose of all or substantially all of
the assets of the Company.

     (v) Tender or Exchange Offer. An Offer is made by a person or group (as
such terms are defined in Section 13(d)(3) of the Exchange Act) and such Offer
has resulted in such person or group holding an aggregate of twenty percent
(20%) or more of the outstanding Voting Shares. For purposes of this sub-section
(v), Voting Shares held by such person or group shall be calculated in
accordance with the last sentence of Section (a)(i) hereof.


                                      E-88