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Exhibit 10.19

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of December
11, 1998 (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").

                                     RECITAL

The Company desires to employ Tietz as its Chief Executive Officer, and Tietz is
willing to accept such employment by the Company, on the terms and subject to
the conditions set forth in this Agreement.

                                    AGREEMENT

The parties agree as follows:

1.     POSITION

During the term of this Agreement, Tietz shall be employed by the Company as its
Chief Executive Officer and shall be elected a director of the Company's Board
of Directors (the "Board").



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2.     TERM

(a)    The initial term of this Agreement shall commence on the Effective Date
and shall continue until December 31, 2000. The Board may, in its discretion,
elect to renew the term of this Agreement for additional one-year terms, subject
to the agreement of Tietz.

(b)    Tietz commits to work exclusively for the Company (which, for the
purposes of this provision, includes the companies directly and indirectly
whollyowned by the Company) during the term of this Agreement.

3.     ANNUAL SALARY

From the Effective Date through December 31, 1999, Tietz' annual salary shall be
Two Hundred thirty-five Thousand Dollars ($235,000), paid in accordance with the
Company's standard payroll practices. After December 31, 1999, Tietz' annual
salary may be increased, in the discretion of the Board, but shall not be
reduced. In all events, Tietz' annual salary for the year 2000, and for each
year thereafter during the term of this Agreement, 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 for the year just ended bears to
said figure for the calendar year preceding the year just ended.

4.     BONUS

Tietz shall receive bonus compensation at such times, and in such amounts, as
are determined in the discretion of the Board.


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5.     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 (collectively
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 5, the Company shall provide the following specific benefits to
Tietz:

              (i)    Automobile. For the Company's convenience, and as a
condition to Tietz' 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.


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              (ii)   Financial Planning. The Company will pay the fees for
outside custom financial planning for Tietz, by a recognized financial planning
organization.

              (iii)  Tax Preparation and Planning. The Company will pay the
fees for outside tax planning and tax return preparation services for Tietz, by
recognized experts in such fields, and any fees or expenses incurred by Tietz in
connection with any investigation or audit of such RETURNS by any taxing
authority.

              (iv)   Mitigation for Incremental Taxes. In recognition of the
fact that Tietz will relocate his residence to England, the Company shall
reimburse Tietz for any additional income taxes payable by him on his income
earned as an officer of the Company over the income taxes that would be payable
on such income were Tietz a resident of the state of California. The amount of
any such reimbursement shall be confirmed by the outside auditors of the
Company, and shall be payable to Tietz on or prior to March 31st of each year
for income earned by Tietz for the prior year.

              (v)    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 subsequent years up to five (5) business days of vacation each
year that he does not use.

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


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              (vii)  Moving and Housing Allowance. THE Company recognizes that
Tietz will incur substantial relocation costs in connection with the
commencement of his employment by the Company at its principal executive offices
located at Orchard Lea, England. Accordingly, the Company shall reimburse Tietz
for all moving or relocation costs reasonably incurred by him, which may
include, without limitation, transportation costs, living expenses while Tietz
finds accommodations in Greater London, the costs of moving furniture and
personal belongings, and any other similar costs and expenses. The Company shall
further provide Tietz with a housing allowance for the first nine (9) months
that Tietz lives in London, in an amount necessary to pay the costs and expenses
of housing reasonably acceptable to Tietz in the Greater London area.

6.     Equity Based Incentive Compensation

       (a)    In order to induce Tietz to accept the position of Chief Executive
Officer of the Company, the Company agrees, effective the Effective Date, to
grant 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
equal to the closing price of the Company's Common Stock, as quoted on NASDAQ,
as of the close of business on the Effective Date ($4.375 per share). The
Company agrees to submit the Option for the approval of the shareholders of the
Company by no later than the next regularly-scheduled annual meeting of the
shareholders of the Company. The effectiveness of the Option shall not, however,
be conditional upon approval thereof by the shareholders of the Company. Tietz'
right to purchase the Option Shares shall vest in full as of the Effective Date.
The Company agrees that the Option granted


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to Tietz for the Option Shares shall be exercisable for ten (10) years from the
date of grant.

       (b)    The Company currently has in place its Management Equity
Investment Plan (the "MEIP"), but the Company is in the process of terminating
the MEIP. As soon as practicable, the Company agrees to adopt an incentive stock
option plan pursuant to the provisions of Section 422 of the Internal Revenue
Code of 1986, as amended (hereinafter, the "Option Plan"). The Company agrees to
submit the Option Plan for approval of the shareholders of the Company within
twelve (12) months of the date the Option Plan is adopted by the Board. 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.

       (c)    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.

       (d)    In the event of a "Change in Control" of the Company, as that term
is defined in the Severance Agreement entered into by and between the Company
and Tietz concurrently with this Agreement, then all of Tietz' awards of stock
options, restricted shares or similar equity-based interests which have not
already vested shall immediately vest in full.


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       (e)    In the event that the Option granted by the Company to Tietz
pursuant to the provisions of subsection (a) above is not submitted to and/or
approved by the shareholders of the Company, then upon any merger, combination,
sale of all or substantially all of the assets of the Company, or consummation
of any tender or exchange offer for more than 50% of the issued and outstanding
shares of Common Stock of the Company occurring during the term of this
Agreement or within two (2) years of the termination of this Agreement other
than for Cause" (Section 7 hereof) (collectively, a "Reorganization Event"),
then Tietz shall be entitled to an incentive bonus equal to 3.5% of the
difference between the aggregate consideration received by the shareholders of
the Company as a result of the Reorganization Event and the value of said
outstanding shares of the Common Stock of the Company as of the Effective Date.
In the event that the consideration received by the shareholders of the Company
as a result of any reorganization event is not for cash in US Dollars, then the
value of the consideration received by the shareholders of the Company shall be
determined by the investment banker(s) retained by the Company to advise it in
connection with the Reorganization Event or, in the event that the Company does
not retain any such advisors, by the independent auditors of the Company. Any
such incentive bonus shall be payable to Tietz, in one lump sum payment, minus
appropriate withholding for taxes, on the date of closing or consummation of the
Reorganization Event.

       (f)    Cronos Capital Corp. ("CCC") is a California corporation and an
indirect wholly-owned subsidiary of the Company. CCC serves as the general
partner or managing general partner of eleven California limited partnerships
organized to


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own and manage marine cargo containers. Since 1992, Tietz has served as
President of CCC. Tietz shall continue to serve as President of CCC during the
term of this Agreement. Under the relevant partnership agreements of the
container partnerships, CCC, as general partner, is entitled to various forms of
compensation. The Company agrees to reallow to Tietz, as additional incentive
compensation, for the term of the container partnerships paying such
compensation, Three Percent (3%) of the fees and distributions payable and
distributable by the container partnerships to CCC. The incentive compensation
payable to Tietz under the provisions of this subsection (f) shall be payable to
him by CCC quarterly.

7.     EVENTS TRIGGERING SEVERANCE BENEFITS

Upon the termination of Tietz' employment for any of the reasons described in
subsections (a)-(c) below, he will be entitled to receive the severance
benefits described in Section 8 hereof:

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

       (b)    Tietz terminates his employment with the Company "For Good
Reason," which means he terminates it within six 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
months of an event constituting Good Reason).

       (c)    Tietz resigns following a "Change of Control" of the Company, as
that term (or any similar term) is defined under his Severance Agreement.

       (d)    Definitions:


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              (i)    "Cause" refers to Tietz' wilful dishonesty toward, fraud
upon, or deliberate injury or attempted injury to, the Company, or by reason of
Tietz' 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.

              (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' titles, position, duties
and/or authority; or (C) the Company materially breaches the terms of this
Agreement, provided 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.

       (e)    Termination because of Tietz' death or disability will not require
payment of the severance benefits described in Section 8, nor will termination
for Cause or termination by Tietz Without Good Reason.


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              (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
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 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 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.

8.     SEVERANCE BENEFITS

If Tietz qualifies for severance benefits under the provisions of Section 7
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


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accordance with the terms of the relevant plan or provision. "Accrued
Obligations" shall mean, as of Tietz' 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' 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.e., full payment of the salary and bonus that would
have been due during the remainder of the term of this Agreement):

              (i)    A fraction, the numerator of which is the number of days
remaining from Tietz' last day of paid active service until the last day of the
term of this Agreement, 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.


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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' 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 (or, if not yet established, 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' 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 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


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for such termination or whether it constitutes a breach by the Company of this
Agreement, Tietz' exclusive remedy shall be payment of the severance benefits
described in subsections 8(a) - 8(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 6(f) of this
Agreement for the term of the container partnerships' paying such compensation,
shall be entitled to receive those severance benefits under his Severance
Agreement that are payable separate and apart from the severance benefits
payable to Tietz under Sections 8 or 9 hereof, as the case may be, and Tietz
shall be entitled to the benefits of the Indemnification Agreement entered into
concurrently herewith by the Company with Tietz.

9.     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' 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 Severance


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Agreement, to the extent it provides for benefits not payable under this
Agreement, and the Indemnification Agreement), or under any compensation or
benefit plan or policy of the Company.

10.    GROSS-UP PAYMENT FOR GOLDEN PARACHUTE TAXES

If it is determined that any payment the Company makes to or for the benefit of
Tietz, under this Agreement or otherwise, is subject to excise taxes imposed on
golden parachute payments, then the Company will make an additional payment to
him (a "gross-up" payment) which is equal to (i) the amount of the excise tax
plus (ii) the aggregate amount of any interest, penalties, fines, or additions
which are imposed in connection with the imposition of any such excise tax, plus
(iii) all income, excise, and other applicable taxes imposed on Tietz by any
taxing authority by reason of the payments required under clauses (i)-(iii)
hereof.

11.    NO DUTY TO MITIGATE

With respect to the severance benefits provided under Section 8 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.

12.    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.


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13.    NON-COMPETITION

If Tietz' employment with the Company is terminated for any reason that entitles
him to receive severance benefits pursuant to Section 8 of this Agreement, then
for a period of twelve (12) months immediately following his last day of active
service, he shall abide by the following covenants and restrictions:

       (a)    Non-competition. He shall not Participate in the management of a
business entity that deals in Covered Services, unless that entity is merely a
purchaser or lessee of Covered Services which does not compete against the
Company.

       (b)    Raiding Employee. He 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.

       (c)    Non-disclosure. He shall not use or disclose to anyone any
Confidential Information regarding the Company.

       (d)    Definition. The following definitions shall apply to the
italicized terms used in subsections 13(a) - 13(c) above:

              (i)    "Covered Services" refers to the provision, as lessor, of
marine cargo containers to shipping companies or other lessees of marine cargo
containers.

              (ii)   "Participate" shall be construed broadly to include,
without limitation: (A) holding a position in which Tietz directly manages such
a business entity; (B) holding a position in which anyone else who directly
manages such a business entity is in Tietz' reporting chain or chain-of command,
regardless of the number of reporting levels between them; or (C) providing
ongoing consultation


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services regarding the management of such a business entity to anyone
responsible therefor.

              (iii)  "Existing Company Employee" means someone: (A) who became
employed by the Company before Tietz' active service terminates; and (B) who is
still employed by the Company as of the date when the facilitating act or
solicitation takes place; and (C) who holds a manager, director, or officer
level position at the Company (or an EQUIVALENT POSITION BASED on job duties).

              (iv)   "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.

       (e)    Remedies. In the event of a breach or threatened breach of any
term of subsections 13(a) - 13(d) hereof, the Company shall be entitled to
injunctive relief and/or damages. The parties agree that breach of these
provisions 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.


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       (f)    Recital. 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.

14.    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 JAMS/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 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


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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.

15.    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.

16.    INDEMNIFICATION

To the fullest extent permitted by law and the Company's bylaws, 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. Concurrently herewith, the
Company and Tietz are entering into an Indemnification Agreement for the purpose
of implementing the indemnification commitment of this Section 16.

17.    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 A 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


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<PAGE>   19
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.

18.    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 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
                                     Orchard Lea, Winkfield Windsor
                                     Berkshire SL44RU
                                     England
                                     Attn: Rudolf J. Weissenberger
                                     Fax: 01144 1344 894 102
                                     Email: rjw@cronos.com

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

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.


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19.    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.

20.    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.

21.    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

Rudolf J. Weissenberger
Chairman of the Board of Directors

Dennis J. Tietz




By /s/ [SIGNATURE ILLEGIBLE]
   -------------------------

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<PAGE>   21
                            INDEMNIFICATION AGREEMENT

       THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into
this 1114~- day of __________ 1998, by and between THE CRONOS GROUP, a limited
liability company incorporated in Luxembourg (the "Company", which term shall
include the Company's subsidiaries), and DENNIS J. TIETZ ("Indemnitee"). Certain
capitalized terms are used in this Agreement as specifically defined in Section
7.

In consideration of the premises and THE COVENANTS CONTAINED herein, the Company
and Indemnitee do hereby covenant and agree as follows:

1.     Services by Indemnitee.

1.1    Indemnitee currently serves as a director and officer of CRONOS CAPITAL
CORR, a California corporation ("CW"), as a director and officer of CRONOS
SECURITIES CORP., a California corporation ("CSC"), and as a director of CRONOS
CONTAINERS, N.V., a Netherlands Antilles corporation ("CCNV"). On December 11,
1998, the Board of Directors of the Company appointed Indemnitee as the Chief
Executive Officer of the Indemnitee, and nominated him to serve on the Board of
Directors of the Company, subject to approval of the Company's shareholders. The
Board of Directors of the Company has also appointed Indemnitee to serve as an
officer and/or director of the following additional affiliates of the Company:
Cronos Containers Ltd., a UK corporation; Cronos Equipment (Bermuda) Ltd., a
Bermuda corporation; Cronos Holdings/Investments (US) Inc., a Delaware
corporation; Cronos Containers (Cayman) Ltd., a Cayman Islands corporation, and
Cronos Containers Leasing, N.V., a Netherlands Antilles corporation (said
affiliates referred to hereinafter as the "Other Affiliates").

1.2    The Company and Indemnitee are currently negotiating an Employment
Agreement pursuant to which Indemnitee shall serve as Chief Executive Officer of
the Company. The purpose of this Agreement is to provide indemnification to
Indemnitee on the terms and conditions set forth herein, with respect to any
services rendered by Indemnitee to the Company, CCC, CSC, CCW, the Other
Affiliates, or to any other company or entity affiliated with the Company. For
purposes of this Agreement, the term "Company" shall refer to The Cronos Group,
CCC, CSC, CCW, the Other Affiliates, and to each company, entity, or enterprise
affiliated with the Company, with respect to which, at the request of the
Company, Indemnitee serves as a director, officer, or fiduciary.


                                      -1-

                                                                            E139
<PAGE>   22

2.     Indemnification and Advance.

2.1    The Company shall advance all Expenses incurred by or on behalf of
Indemnitee in connection with any Proceeding within fifteen days after the
receipt by the Company of a request therefor, accompanied or preceded by
reasonable evidence of such Expenses and by an undertaking to repay all Expenses
advanced to the extent Indemnitee shall be adjudicated, or determined pursuant
to Section 3.2 or 3.3, to be not entitled to indemnification therefor (which
undertaking shall be accepted by the Company without reference to Indemnitee's
financial ability to repay any such advances).

2.2    Except as specifically provided in Sections 3.1, 3.2 and 3.3, within 60
days after receipt of a request therefor the Company shall indemnify Indemnitee
to the full extent permitted by law against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
on his behalf in connection with any Proceeding or any claim, issue or matter
therein. A request for indemnification shall be accompanied by reasonable
evidence of the amount for which indemnification is requested, and shall
indicate a choice of Independent Counsel, if any, to make any determination
pursuant to Section 3.3.

2.3    Notwithstanding any other provision of this Agreement, Indemnitee shall
be indemnified against all Expenses attributable to any Proceeding (or any
claim, issue or matter relating thereto) which was adjudicated or determined by
a court or other body of competent jurisdiction or authority, on the merits or
otherwise, in Indemnitee's favor or which was terminated by dismissal or
withdrawal with or without prejudice.

3.     Exceptions.

3.1    No indemnification shall be provided hereunder with respect to any claim,
issue or matter to the extent that Indemnitee has been adjudicated not to have
acted in good faith and in a manner which the Indemnitee believed to be in, or
not opposed to, the best interests of the Company and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not create a presumption that the Indemnitee acted in a manner contrary to
that specified herein.

3.2    If a Change of Control has not occurred, no indemnification shall be
provided hereunder to the extent that, within 60 days of the receipt by the
Company of a request for indemnification, Indemnitee has been determined (after
investigation) by (a) the Board of Directors of the Company by majority vote of
a quorum of Disinterested Directors, or (b) if such a quorum is not obtainable,
or if directed by majority vote of a quorum of Disinterested Directors,
Independent Counsel (selected


                                      -2-

                                                                            E140
<PAGE>   23
by majority vote of the Disinterested Directors or, if none, by majority vote of
the Board of Directors) in a written opinion, not to have acted in good faith
and in a manner which the Indemnitee believed to be in, or not opposed to, the
best interests of the Company, and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful.

3.3.   If a Change in Control has occurred, no indemnification shall be provided
hereunder to the extent that, within 60 days of the receipt by the Company of a
request for indemnification, Indemnitee has been determined (after
investigation) by (a) the Independent Counsel specified by Indemnitee in the
request for indemnification or (b) if no such specification is made, by a
person, persons or entity who would be entitled to make such a determination
pursuant to Section 3.2 if a Change in Control had not OCCURRED, not to have
acted in good faith and in a manner which the Indemnitee believed to he in, or
not opposed to, the best interests of the Company and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. A person, persons or entity making a determination pursuant to this
Section 3.3 shall presume that Indemnitee acted so as to be entitled to
indemnification, and the Company shall have the burden of proof in overcoming
that presumption.

3.4    Indemnitee shall cooperate with any person, persons or entity making an
investigation pursuant to Section 3.2 or 3.3 to the extent reasonably requested.
Any costs or expenses (including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating shall be borne by the Company (irrespective of the
determination as to Indemnitee's entitlement to indemnification), and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

4.     Remedies of Indemnitee.

4.1    In the event that (i) a determination is made that Indemnitee is not
entitled to indemnification under this Agreement, (ii) a required advancement of
Expenses is not timely made, or (iii) payment of any required indemnification is
not timely made within the 60-day period prescribed in Sections 3.2 and 3.3,
Indemnitee shall be entitled to an adjudication in an appropriate state or
federal court in the City and County of San Francisco, California, and each of
the Company, CCC, CSC, CCW, and the Other affiliates hereby consent to the
jurisdiction over it of the state and federal courts in the City and County of
San Francisco for the purpose of resolving any such dispute. Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be conducted by
and pursuant to the rules of JAMS/Endispute, San Francisco, California, and a
judgment upon any arbitration award may be entered in any court having
jurisdiction, including, without limitation, the state and federal courts in the
City and County of San Francisco, California. Indemnitee shall commence a
proceeding seeking such an adjudication or an award in arbitration within 270
days following the date on which Indemnitee first has knowledge of his right to
commence such proceeding. The Company shall not oppose Indemnitee's right to
seek any such adjudication or award in arbitration.


                                      -3-

                                                                            E141
<PAGE>   24
4.2    In the event that a determination shall have been made pursuant to this
Agreement that Indemnitee is not entitled to indemnification, any such judicial
proceeding or arbitration shall be conducted in all respects as a de nov trial,
or arbitration, on the merits and Indemnitee shall not be prejudiced by reason
of such adverse determination. If a Change of Control shall have occurred, in
any such judicial proceeding or arbitration the Company shall have the burden of
proving that Indemnitee is not entitled to indemnification or advancement of
Expenses, as the case may be, notwithstanding such adverse determination.

4.3    The Company shall be precluded from asserting in any judicial proceeding
or arbitration that the procedures and presumptions of this Agreement are not
valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this
Agreement.

4.4    In the event that Indemnitee seeks a judicial adjudication of or an award
in arbitration to enforce his rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from the Company, and
shall be indemnified by the Company against, any and all expenses (of the types
described in the definition of Expenses) actually and reasonably incurred by him
in such judicial adjudication or arbitration, if he prevails therein or if such
recovery is ordered by the court or the arbitrator. If it shall be determined in
such judicial adjudication that Indemnitee is entitled to receive part but not
all of the indemnification or advancement of expenses sought, the expenses
incurred by Indemnitee in connection with such judicial adjudication or
arbitration shall be appropriately prorated.

5.     Security. To the extent requested by the Indemnitee and approved by the
Company's Board of Directors, the Company may at any time and from time to time
provide security to the Indemnitee for the Company's obligations hereunder
through an irrevocable bank letter of credit, funded trust or other collateral.
Any such security, once provided to the Indemnitee, may not be revoked or
released without the prior written consent of Indemnitee.

6.     Insurance. To the extent that the Company maintains an insurance policy
or policies providing liability insurance for directors or executive officers of
the Company (or fiduciaries of any other enterprise), Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the
maximum extent of the coverage available for any director or executive officer
(or fiduciary) under such policy or policies, whether or not Indemnitee is still
a director or executive officer of the Company, CCC, CSC, CCW, or the Other
Affiliates. The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


                                      -4-


                                                                            E142
<PAGE>   25
7.     Definitions.

7.1    "Change in Control" means a change in control of the Company of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether
or not the Company is then subject to such reporting requirement; provided,
however, that, without limitation, such a Change in Control shall be deemed to
have occurred if (i) any "Person" (as such term is used in Section 13(d) of the
Act) is or becomes the `beneficial owner' (as defined in Rule 13d-3 under the
Act), directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding securities
without the prior approval of at least two thirds of the members of the Board of
Directors in office immediately prior to such person attaining such percentage
interest; (ii) the Company is a party to a merger, consolidation, sale of assets
or other reorganization, or a proxy contest, as a consequence of which members
of the Board of Directors in office immediately prior to such transaction or
event constitute less than a majority of the Board of Directors thereafter; or
(iii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors (including for this
purpose any new director whose election or nomination for election by the
Company's stockholders was approved by a vote of at least two thirds of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.

7.2    "Disinterested Director" means a director of the Company who is not and
was not a party to the Proceeding in respect of which indemnification is sought
by Indemnitee.

7.3    "Expenses" shall include all reasonable attorneys' fees, retainers, court
costs, transcript costs, fees of experts, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the type customarily incurred in
connection with prosecuting, defending, appearing as a witness in, preparing to
prosecute or defend or appear as a witness in, or investigating a Proceeding.

7.4    "Independent Counsel" means a law firm, or a member of a law firm, that
is experienced in matters of corporation law and neither presently is, nor in
the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in any action to determine Indemnitee's rights under this
Agreement.


                                      -5-

                                                                            E143
<PAGE>   26
7.5    "Proceeding" means any pending, threatened or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative in which Indemnitee is or may be involved as a
witness, respondent, or defendant by reason of being, having been or having
agreed to become a director or executive officer of the Company, CCC, CSQ CCW,
to the Other Affiliates, or, at the request of the Company, being, having been
or having agreed to become a director, officer or fiduciary of any other entity
or enterprise.

8.     General.

8.1    The rights provided by this Agreement shall not be exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the
Company's articles of incorporation or bylaws, any other agreement a vote of
stockholders or a resolution of directors, or otherwise.

8.2    This Agreement shall continue until and terminate upon the later of (a)
ten (10) years after the date that Indemnitee shall have ceased to serve as a
director or executive officer of the Company, CCC, CSC, or CCW, or the Other
Affiliates or as a fiduciary of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which Indemnitee
served at the request of the Company; or (b) the final termination of all
pending Proceedings in respect of which Indemnitee is granted rights hereunder
and of any proceeding commenced by Indemnitee relating thereto. This Agreement
shall be binding upon the Company and its successors and assigns and shall inure
to the benefit of Indemnitee and his heirs, executors and administrators.

8.3    In the event of any payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.

8.4    If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (a) the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby: and (b) to the fullest extent
possible, the provisions of this Agreement shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

8.5    No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.


                                      -6-

                                                                            E144
<PAGE>   27
8.6    Indemnitee agrees promptly to notify the Company in writing upon being
served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder; provided however,
that the failure to give any such notice shall not disqualify the Indemnitee
from indemnification hereunder.

8.7    All notices, requests, demands and other communications hereunder shall
be in writing and shall have been duly given if (i) actually received, or (ii)
mailed by certified or registered mail, postage prepaid, on the third business
day after the date on which it is so mailed.

8.8    This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.

THE CRONOS GROUP

By

Its

And

Its

INDEMNITEE

Dennis Tietz


                                      -7-

                                                                            E145
<PAGE>   28
                               SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into this 11th day of
December 1998 (the "Effective Date") by and between The Cronos Group, a limited
liability company organized and existing under the laws of Luxembourg (the
"Company"), and Dennis J. Tietz (the "Employee").

WHEREAS, the Employee is currently employed by the Company as its Chief
Executive Officer; and

WHEREAS, the Company believes that it is in the best interest of the Company and
its shareholders to enter into this Agreement in order to provide for stability
in the management of the Company;

NOW, THEREFORE, in consideration of the foregoing and the terms and conditions
set forth herein, the Company and the Employee hereby agree as follows:

1.     DEFINITIONS

       1.1.   "Board" means the Board of Directors of the Company. 

       1.2.   "Change of Control" means any one of the following events;

       1.2.1. 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 


                                                                            E146
<PAGE>   29

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. 

1.2.2. 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.

1.2.3. 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.

1.2.4. 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.

1.2.5. 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


                                      -2-

                                                                            E147
<PAGE>   30








                                                                            E148
<PAGE>   31
paragraph 1.25, Voting Shares held by such person or group shall be calculated
in accordance with the last sentence of Section 1.2.1 hereof. 

1.2.6. Existing Shareholder. Employee is aware that as disclosed in the
Company's Annual Report on Form 20-F for the year ended December 31, 1997,
Stefan M. Palatin is disclosed as the record owner of 31.9% of the issued and
outstanding shares of Common Stock of the Company, subject to the conditions and
restrictions set forth in said Annual Report. No Change of Control" within the
meaning of this Section 1.2. shall be deemed to occur should Mr. Palatin, from
and after the date of this Agreement, file an amendment to his Schedule 13D
updating the extent of his holdings of outstanding shares of Common Stock of the
Company; provided, however, that a Change of Control within the meaning of this
Section 1.2 shall be deemed to occur in the event that Mr. Palatin files a
Schedule 13D indicating that he or any group of persons of which he is a member
hold more than 35% of the outstanding Voting Shares.

1.3.   "Offer" means a tender offer or an exchange offer for shares of the
Company's Stock.

1.4.   "Stock" means the Common Stock, $2.00 par value, of the Company.

1.5.   "Termination Date" means the date on which Employee's employment with the
Company is terminated.

1.6.   "Termination For Cause" means the termination by the Company of
Employee's employment by the Company by reason of Employee's willful dishonesty
towards, fraud upon, or deliberate injury or attempted injury to the

                                      -3-

                                                                            E149
<PAGE>   32























                                                                            E150
<PAGE>   33
Company, or by reason of Employee's willful material breach of any employment
agreement with the Company, which has resulted in material injury to the
Company; provided, however, that Employee's employment shall not be deemed to
have terminated in a Termination For Cause if such termination took place as a
result of any act or omission believed by Employee in good faith to have been in
the interest of the Company.

1.7.   "Termination Without Cause" means termination of Employee's employment
other than pursuant to a Termination For Cause. Termination Without Cause
includes a termination by Employee following (a) a reduction by more than 5% of
Employee's base salary per month, exclusive of bonus, fringe benefits, and other
non-salary compensation (the "Monthly Base Salary") or (b) a material reduction
in Employee's titles, positions, duties and/or responsibilities as an officer of
the Company.

1.8.   "Voting Shares" means the outstanding shares of the Company entitled to
vote for the election of directors.

2.     PAYMENTS AND BENEFITS UPON TERMINATION WITHOUT CAUSE

In the event of a Termination Without Cause, the Employee shall be entitled to
receive the following: 2.1. Monthly Base Salary For a period of six (6) months
following the Termination Date, Employee shall receive his Monthly Base Salary
at a rate equal to the highest Monthly Base Salary paid to Employee within the
six (6) months preceding the Termination Date. In addition, if Employee has been
employed by Company for more than five years, Employee shall be entitled to
additional Monthly


                                      -4-


                                                                            E151
<PAGE>   34







                       [This page intentionally left blank]























                                                                            E152
<PAGE>   35
Base Salary, determined in accordance with the preceding sentence, for the
applicable period set forth in Schedule 2.1 hereto. At the option of the
Company, all or part of such Monthly Base Salary may be paid in a lump sum. For
purposes of this Section 2.1, employment by any subsidiary of the Company shall
be deemed employment by the Company.

2.2.   Bonus. If, an the Termination Date, Employee is a participant in any
Company bonus plan or program, Employee shall be paid, when such bonus payments
typically are made to plan or program participants, a portion of each such bonus
determined by multiplying (i) a fraction, the numerator of which shall be the
number of months that shall have passed to the last day of the month in which
the Termination Date occurs, and the denominator of which shall be twelve, and
(ii) the bonus to which Employee would have been entitled had such termination
not occurred. For purposes of the foregoing clause (ii), Employee shall be not
be entitled to a pro rata amount of bonus that is discretionary, unless such
Employee is specifically awarded such discretionary amount in accordance with
the terms and conditions of the applicable bonus plan or program.

2.3.   Benefits. So long as Employee is receiving his Monthly Base Salary or
until Employee is reemployed, whichever first occurs, Employee also shall be
entitled to all employee benefits, including medical and life insurance,
pension, retirement and other benefits to which Employee was entitled on the
Termination Date.

2.4.   Vesting If, on the Termination Date, Employee holds any Voting Shares or
options or other rights to acquire Voting Shares which are subject


                                      -5-


                                                                            E153
<PAGE>   36








                       [This page intentionally left blank]















                                                                            E154
<PAGE>   37
to restrictions based on continued employment with the Company, such
restrictions shall lapse as of the Termination Date. In addition, if Employee
is a participant in any Company deferred compensation plan, then all amounts
credited under such plan to Employee shall become fully vested and
nonforfeitable.

2.5.   Outplacement Services. The Company shall pay, on behalf of Employee,
expenses and fees relating to outplacement services utilized by Employee, in an
amount that is the usual and customary rate for such services for an individual
at Employee's level. 

2.6.   Multiple, Benefit. To the extent that any other agreement ("Other
Agreement") between the Employee and the Company would provide for salary
continuation (or a lump sum payment in lieu of salary continuation) and bonus
payments under the same circumstances as such benefits would be provided
pursuant to Sections 2.1 and 2.2 hereof, then Employee shall not receive such
benefits under both the Other Agreement and Sections 2.1 and 2.2, but shall
instead receive the greater of the salary continuation benefit payable under
either Section 2.1 or the Other Agreement and the greater of the bonus benefit
payable under either Section 2.2 and the Other Agreement. Except as provided by
the foregoing sentence, the benefits payable under this Agreement shall be in
addition to, and not in lieu of, any other benefits that may be provided under
any plan, program or agreement.

3.     EMPLOYMENT

       The sole purpose of this Agreement is to provide Employee with severance
benefits in the event Employee is Terminated Without Cause. This


                                      -6-


                                                                            E155
<PAGE>   38







                       [This page intentionally left blank]









                                                                            E156
<PAGE>   39
Agreement is not an employment agreement. This Agreement shall not affect any
right of the Company to terminate Employee's employment at any time.

4.     HEADINGS

The headings used in this Agreement are for convenience only, and shall not be
used to construe the terms and conditions of the Agreement.

5.     GOVERNING LAW

This Agreement shall be governed by and construed according to the laws of the
State of California. The terms of this Agreement shall bind and shall inure to
the benefit of the successors and assigns of the parties hereto. 

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

                                                       THE CRONOS GROUP

                                       By

                                      Its

                                    And Its

                                       De


                                      -7-


                                                                            E157
<PAGE>   40

                                  Scheduled 2.


In accordance with Section 2.1, Employee shall be entitled to receive additional
monthly base salary as provided in the following units.

<TABLE>
<CAPTION>
                                   Additional        Total Months
               Completed         Months of Base       of Base Pay
           Years of Service     Pay Continuation     Continuation
           ----------------     ----------------     ------------
           <S>                  <C>                  <C>

                   5                    7                 13
                   6                    8                 14
                   7                    9                 15
                   8                   10                 16
                   9                   11                 17
              10 or more               12                 18
</TABLE>



                                                                            E158