AMENDMENT NO. 2
to that certain 
NOTE PURCHASE AGREEMENT
dated as of April 30, 1998

This
AMENDMENT NO. 2 (this "Amendment"), dated as of March
__, 2002, is by and between CONTAINER APPLICATIONS INTERNATIONAL, INC., a
Nevada corporation (the "Company") and INTERPOOL, INC, a
Delaware Corporation ("Lender"). Capitalized terms used
herein without definition shall have the respective meanings provided therefor
in the Note Purchase Agreement referred to below.

WHEREAS,
the Company and the Lender are parties to that certain Note Purchase Agreement
dated as of April 30, 1998 (as amended, modified, supplemented or restated and
in effect on the date hereof, the "Note Purchase
Agreement"), pursuant to which the Lender, upon certain terms and
conditions has purchased a subordinated promissory note from the
Company;

WHEREAS,
the Company has requested that the Lender amend certain of
the terms and provisions of the Note Purchase Agreement as set forth herein; and

WHEREAS,
subject to the terms and provisions hereof the Lender has agreed to amend the
Note Purchase Agreement as hereinafter provided.

NOW THEREFORE, the parties hereto hereby agree as follows:

§ 1.      Amendments to Note Purchase Agreement.
Subject to the consent of the Agent on behalf of the Banks (as
each such term is defined in the Bank Credit Agreement), the Note
Purchase Agreement is hereby amended as follows:

§ 1.1      Definitions. Section 1.1
of the Note Purchase Agreement is amended by adding the following new definition
to such Section 1.1 in its appropriate place in the alphabetical order:

"Consolidated EBITDA. For any period, an amount equal to the sum of
(a) Earnings Before Interest and Taxes of the Company and its Subsidiaries for such fiscal
period, plus (b) depreciation and amortization for such period, plus(c) other
non-cash charges for such period, plus (d) principal payments received
by the Company or any of its Subsidiaries during such period with respect to Direct
Finance Leases, all as determined in accordance with generally accepted accounting
principles, after eliminating therefrom all extraordinary nonrecurring items of
income and expense."

§ 1.2.      Interest Coverage. Section
6.1(d) of the Note Purchase Agreement is hereby amended and restated in its
entirety as follows:

"(d)      Interest Coverage.

(a)     The Company will not permit the ratio of (i)
Earnings Before Interest and Taxes to (ii) Consolidated Total Interest Expense
for any period of four consecutive fiscal quarters ending during any
period set forth in the table below as measured on each Computation Date, to be
less than the ratio set forth opposite such period in such table:

| | January 1, 2000 through September 30, 2001
October 1, 2001 through December 30, 2001
July 1, 2002 through September 30, 2003
October 1, 2003 and thereafter | 1.00:1.00
1.05:1.00
1.20:1.00
1.40:1.00
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------

(b)    The Company will not permit the ratio of (i)
Consolidated EBITIDA to (ii) Consolidated Total Interest Expense for any period
of four consecutive fiscal quarters ending during any period set forth in the
table below as measured on each Computation Date, to be less than the ratio set
forth opposite such period in such table:

| | December 31, 2001 through June 30, 2002 | 2.00:1.00
| | --------------------------------------- | ---------

§ 2.   Representations and Warranties. The Company
hereby represents and warrants to the Lender as follows:

(a)    Representations and Warranties in Note Purchase
Agreement. The representations and warranties of the Company contained in
the Note Purchase Agreement were true and correct in all material respects when
made, and continue to be true and correct in all material respects on the date
hereof.

(b)    Authority, Etc. The execution and delivery by the Company of this
Amendment and the other documents delivered in connection herewith
(collectively, the "Amendment Documents") and the performance by the
Company of all of its agreements and obligations under the Amendment
Documents (i) are within the corporate authority of the Company, (ii) have
been duly authorized by all necessary corporate proceedings by the Company,
(iii) do not conflict with or result in any breach or contravention of any
provision of law, statute, rule or regulation to which the Company is subject
or any judgment, order, writ, injunction, license or permit applicable to the
Company, (iv) do not conflict with any provision of the corporate charter or
by-laws of, or any agreement or other instrument binding upon, the Company, and
(v) do not require the approval or consent of, or filing with, any Person other
than those already obtained.

(c)    Enforceability of Obligations. The Amendment
Documents constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective
term.

(d)    No Default. Immediately prior to and after
giving effect to this Amendment, no Default or Event of Default exists under the
Note Purchase Agreement or any Ancillary Document.

§ 3.   Affirmation of Company.

The Company hereby affirms its absolutes and
unconditional promise to pay to the Lender all amounts due under the Note and
the Note Purchase Agreement, at the times and in the amounts provided for
therein. The Company further affirms and agrees that (i) the obligations of the
Company to the Lender under the Note Purchase Agreement as amended hereby are
secured by and entitled to the benefits of the Security Agreement, and (iii) all
references to the term "Note Purchase Agreement" in the Security
Agreement shall hereafter refer to the Note Purchase Agreement as amended
hereby.

§ 4.   Notice of Amendment to Bank Credit Agreement.
The Lender acknowledges that it has received notice of the proposed Amendment
No. 3 to the Bank Credit Agreement, to be dated as of even date herewith, by and
among the Company, the Agent, the Co-Agent and the Banks (as each such term is
defined in the Bank Credit Agreement), as such notice is contemplated by Section
7.4 of the Note Purchase Agreement.

§ 5.   Miscellaneous Provisions.

(a)   Except as otherwise expresely
provided by this Amendment, all of the terms, conditions and provisions of the
Note Purchase Agreement shall remain the same. It is declared and agreed by each
of the parties hereto that the Note Purchase Agreement, as amended hereby,
shall continue in full forth and effect, and that this Amendment and the Note
Purchase Agreement shall be read and construed as one instrument. Nothing
contained in this Amendment (i) shall be construed to imply a willingness on the
part of the Lender to grant any similar or other future amendment of any of the
terms and conditions of the Note Purchase Agreement and (ii) shall in any way
prejudice, impair or effect any rights or remedies of the Lender under the Note
Purchase Agreement.

(b)   THIS AMENDMENT SHALL BE
DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK AND THE VALIDITY OF THIS
AMENDMENT AND THE ENFORCEMENT HEREOF SHALL BE DETERMINED UNDER, GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

(c)   This Amendment may be
executed in any number of counterparts, but all such counterparts shall together
constitute but one instrument. In making proof of this Amendment it shall not be
necessary to produce or account for more than one counterpart signed by each
party hereto by and against which enforcement hereof is sought.

(d)    Headings or captions used in
this Amendment are for convenience of reference only and shall not define or
limit the provisions hereof.

(e)    This Amendment shall
constitute one of the Ancillary Documents referred to in the Note Purchase
Agreement.

[remainder of this page intentionally left blank]

IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as an
agreement under seal as of the date first written above.

| | CONTAINER APPLICATIONS
INTERNATIONAL, INC.
By:  
       Name:
       Title:
| | ---------------------------------------------------------------------------

| | INTERPOOL, INC.
By:  
       Name:
       Title:
| | ------------------------------------------------

In
accordance with paragraph 19(a) of the Subordination and Intercreditor
Agreement, the undersigned, as Agent for the Banks referred to in the
Subordination and Intercreditor Agreement, hereby consents to the amendments
contemplated by §  1 of this Amendment.

| | FLEET NATIONAL BANK, as Agent for
the Banks
By:  
       Name:
       Title:
| | ----------------------------------------------------------------------------

|INDEX OF CLOSING DOCUMENTS
|--------------------------

Note Purchase Agreement
between
Interpool, Inc. and Container Applications International, Inc.
April 30, 1998

PARTIES

|"Mitsui"
"Mitsui USA"
"Sellers"
"Mr. Ogawa"
"CAI"
"Interpool"
"LLC"
"IP Ltd."
"BankBoston"
"MDB&E"
"SSL"
"HWS&B"
"BD" | Mitsui & Co. Ltd.
Mitsui & Co. (U.S.A.), Inc.
Mitsui & Mitsui USA
Mr. Hiromitsu Ogawa
Container Applications International, Inc.
Interpoo1, Inc.
CAI/Interpool, LLC
Interpool Limited
BankBoston, N.A.
McCutchen, Doyle, Brown & Enersen, LLP
Stroock & Stroock & Lavan
Hosie, Wes, Sacks, & Brelsford, LLP
Bingham, Dana & Gould, LLP
|--------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|DOCUMENT | TAB
|-------- | ---

|PRINCIPAL AGREEMENTS | 
|-------------------- | 

|Note Purchase Agreement, together with all Exhibits and
Schedules, dated as of April 30, 1998
(the "Note Purchase Agreement") between Interpool anal CAI | 1
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | -

|Disclosure Statement for the Note Purchase Agreement | 2
|---------------------------------------------------- | -

|Subordinated Secured Promissory Note for $33,650,000
(the "Note") in favor of Interpool | 3
|--------------------------------------------------------------------------------------- | -

|Operating and Administration Agreement, dated as of
April 29, 1998 between IP Ltd. and CAI | 4
|------------------------------------------------------------------------------------------ | -

|Shareholders Agreement dated as of Apri1 29, 1998 among
CAI, Interpool and Mr. Ogawa | 5
|------------------------------------------------------------------------------------ | -

|Agreement dated as of Apri1 29, 1998 between Interpool
and CAI | 6
|-------------------------------------------------------------- | -

|Security Agreement dated as of Apri1 30, 1998 between
Interpool and CAI | 7
|----------------------------------------------------------------------- | -

|Subordination and Intercreditor Agreement dated as of
April 30, 1998 among BankBoston, CAI
and Interpool | 8
|-------------------------------------------------------------------------------------------------------- | -

|Fourth Restated Revolving Credit and Term Agreement
dated as of Apri1 30, 1998 between
BankBoston and CAI | 9
|--------------------------------------------------------------------------------------------------------- | -

|CORPORATE AUTHORITY DOCUMENTS | 
|----------------------------- | 

|Officer's Certificate of Interpool dated as of Apri1 26,
1998 | 10
|------------------------------------------------------------- | --

|Secretary's Certificate of Interpool dated as of April
29, 1998 | 11
|--------------------------------------------------------------- | --

|Officer's Certificate of CAI dated as of April 30,
1998, delivered pursuant to Section 3.1 of
the Note Purchase Agreement in the form of Exhibit C | 12
|-------------------------------------------------------------------------------------------------------------------------------------------------- | --

|Secretary's Certificate of CAI dated as of April 30,
1998, delivered pursuant to Section 3.1
of the Note Purchase Agreement, regarding (i) Articles of Incorporation,
(ii) By-laws, (iii) Resolutions and (iv) Incumbency of Officers | 13
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --

|Good Standing Certificate of CAI certified as of April
9, 1998 by the Secretary of State of Nevada | 14
|-------------------------------------------------------------------------------------------------- | --

|Corporate Diagram of CAI including all subsidiaries | 15
|--------------------------------------------------- | --

|Certificates of status as foreign corporations eligible
to do business in the states of (a) California
and (b) South Carolina for CAI. | 16
|-------------------------------------------------------------------------------------------------------------------------------------- | --

|CAI's certified Pro Forma Balance Sheet and Cash Flow
Projections as required pursuant to
Section 3.1 of the Note Purchase Agreement | 17
|------------------------------------------------------------------------------------------------------------------------------------ | --

|Unanimous Written Consent of CAI authorizing and
adopting the Note Purchase Agreement and entering into the Note | 18
|---------------------------------------------------------------------------------------------------------------- | --

|Receipt by CAI of a wire transfer in the amount of
$33,650,000 from Interpool | 19
|----------------------------------------------------------------------------- | --

|Receipt by Interpool of the Note from CAI | 20
|----------------------------------------- | --

|OPINIONS OF COUNSEL | 
|------------------- | 

|Opinion of HWS&B, as counsel to CAI, regarding the Note
Purchase Agreement | 21
|-------------------------------------------------------------------------- | --

|Opinion of SSL, as counsel to Interpool, regarding the
Subordinated Debt | 22
|------------------------------------------------------------------------ | --

|MISCELLANEOUS DOCUMENTS AND AGREEMENTS | 
|-------------------------------------- | 

|Side Letter Escrow Agreement dated as of February 5,
1958 between Interpool, CAI and
Mr. Ogawa | 23
|---------------------------------------------------------------------------------------------- | --

|Resignations of Yasushi Matsuoka, Eiichi Nakanishi,
Kosuke Sekine and Koichi Suzuki as
directors and/or officers of CAI | 24
|----------------------------------------------------------------------------------------------------------------------- | --

|Agreement Regarding CAI Executive Management Incentive
Program dated as of April 30, 1998
between CAI, Mr. Ogawa and Interpool | 25
|------------------------------------------------------------------------------------------------------------------------------ | --

|Articles of Organization and Certificate of Formation
of the LLC | 26
|---------------------------------------------------------------- | --

|Operating Agreement of the LLC | 27
|------------------------------ | --

| | 
| | 

|IRS Form SS-4 with assigned Employer Identification
Number 94-3298884 for tax purposes | 28
|-------------------------------------------------------------------------------------- | --

|Marketing Services Agreement between the LLC and IP
Ltd.. | 29
|--------------------------------------------------------- | --

|Marketing Services Agreement between the LLC and CAI | 30
|---------------------------------------------------- | --

|Side Letter Agreement regarding the Marketing Services
Agreement among CAI, IP Ltd. and the LLC | 31
|----------------------------------------------------------------------------------------------- | --

|UCC-2 Financing Statement filed with the Secretary of
State of California, the San Francisico
County Recorder and the Secretary of State of Nevada by Sellers | 32
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | --

|UCC-l Financing Statement filed with the Secretary of
State of California w/Exhibits A
and B attached describing both the Collateral and Excluded Collateral | 33
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | --

|Approval of Agent | 34
|----------------- | --

|Wire Instruction from CAI to Interpool | 35
|-------------------------------------- | --