EMPLOYMENT AGREEMENT 

          THIS AGREEMENT is made effective this5th day of June, 1992 by and between: 

          INTERPOOLLIMITED, a Barbados Corporation with its executive offices located at 211 College RoadEast, Princeton, New Jersey 08540; and 

          WILLIAM GEOGHAN (the “Executive”) with anaddress at 104 Johnstone Drive, Pennington, New Jersey 08534

W I T N E S S E T H:

          WHEREAS,the Company desires to employ the Executive, and the Executive desires to be employed bythe Company, upon and subject to the terms and conditions hereinafter set forth: 

          NOWTHEREFORE, in consideration of the mutual promises hereinafter set forth, the partieshereto, intending to be legally bound, contract and agree as follows: 

          1.            ACCEPTANCE AND EMPLOYMENT. The Company hereby employs the Executive and the          Executive accepts and agrees to such employment upon and subject to the terms          and conditions set forth herein. 

          2.            PLACE OF EMPLOYMENT: The Executive shall be employed by the Company and perform          all services required hereunder at the Company office located at 211 College          Road East, Princeton, New Jersey or at such other location, which location shall          not be further than twenty five miles from said office, as the Company shall          designate. The Executive recognizes that travel may be necessary to the          performance of his duties hereunder. The Company agrees that the Company shall          not require overnight travel in excess of thirty nights per year. 

          3.            TERM: The term of this Agreement shall commence upon the signing by all parties          and shall, if neither extended nor terminated in accordance herewith, continue          for a period of three (3) years. 

          4.            RENEWAL: On each and every annual anniversary date hereof, this Agreement shall,          without further action by the parties, renew for an additional one year period          unless and until the Company shall notify the Executive in writing of its          intention not to renew this Agreement beyond the then current term. Said notice          shall be in writing and delivered to the Executive not less than thirty (30)          days prior to the renewal date. 

          5.            AUTHORITY AND DUTIES: During the term hereof, the Executive shall be the          Controller of the Company and shall have responsibility and correlative          authority in respect to all phases of the Company’s accounting and related          affairs, subject only to the superior authority, direction and control of the          Company’s President and Chief Executive Officer. During the Employment          Period, the Executive shall devote his entire time, attention, energies, skill          and abilities, during usual business hours and at such other or additional times          as may reasonably be required or as the Executive’s duties and          responsibilities may occasionally necessitate in carrying out his duties and          responsibilities. 

          6.            COMPENSATION: As compensation for all services to be rendered by the Executive          hereunder during the Employment Period, the Company shall pay to the Executive          in respect of each calendar year or portion thereof during the Employment Period          a salary at the rate of Seventy Three Thousand Five Hundred ($73,500.00) Dollars          per year, in equal biweekly installments. All salary shall be subject to          withholding and all other applicable taxes. Any increase in compensation for          renewal periods shall be subject to approval by the Board of Directors. 

          7.            SUPPORT SERVICES, FACILITIES AND REIMBURSEMENT: The Company shall provide the          Executive with such office facilities and stenographic or secretarial services          as his duties and authority may reasonably require. The Executive may incur          additional expenses during the Employment Period in connection with his duties          and responsibilities to the Company and for the promotion of its business, or          for entertainment, travel and other purposes directly related to the          Company's business, and the Company will reimburse the Executive for such          of his additional expenses as are reasonable. Reimbursement shall be made          subject to appropriately detailed explanations of and accounting for such          reimbursement of expenses. 

          8.            HEALTH AND LIFE INSURANCE: The Executive shall be entitled to participate in any          health insurance, life insurance or other plans or programs which may now be in          effect or which may hereinafter be adopted, under the same terms of          participation as shall be offered to the general employment force of the          Company. 

           9.            VACATION: The Executive shall be entitled to vacation of four (4) weeks per year          without reduction in compensation. 

          10.            NONCOMPETITION: 

          (a)            The Executive covenants and agrees: 

                    (i)            That he will not knowingly divulge any material or confidential proprietary          matters of the Company which are not otherwise in the public domain, including,          without limitation, financial records, trade secrets, business plans, pricing          policies, and customer lists, except as required in the course of performing          duties hereunder or as required by law, regulation or judicial or other legal          process, either during or after the termination of employment by the Company; 

                    (ii)            That he will deliver promptly to the Company on termination of his employment by          the Company, at the Company's expense, all memoranda, notes, records,          reports and other documents, and all copies thereof, relating to the business of          the Company which he obtained while employed by, or otherwise serving or acting          on behalf of, the Company, and which he may then possess or have under his          control; 

                    (iii)            That during the Employment Period, the Executive, alone or together with any          other person, firm, partnership, corporation or other entity whatsoever, except          any subsidiaries or affiliates of the company, directly or indirectly, whether          as an officer, director, stockholder, partner, proprietor, associate, employee,          representative, landlord, sublandlord, public relations or advertising          representative, management consultant or otherwise, will not engage in, or          become or be interested in or associated with, any other person, corporation,          firm, partnership or other entity whatsoever engaged in a business in which the          Company shall then be engaged in or in which the Company within the preceding          twelve (12) months engaged in or at any time during such period was the subject          of a formal business proposal which the Company was actively considering. 

          (b).            With respect to employment after termination of the Executive's employment          with the Company: 

          (i)            Throughout his employment and for a period of two (2) years after termination of          his employment, he will not directly or indirectly, induce or attempt to          influence any employee of the Company to leave its employ; aid or agree to aid          any competitor, customer or supplier of the Company in any attempt to hire any          person who shall have been employed by the Company within the 365 day period          next preceding such requested aid; induce or attempt to influence any person or          business entity who was a customer or supplier of the Company during any portion          of said period to transact business with a competitor of the Company; or          participate in planning for or accept any employment or any other association          with any company which then employs more than two former employees of Company          within the 365 day period next preceding his termination of employment with the          Company without the prior written consent of the Company. 

          (ii)            Notwithstanding the provisions of clauses above, the Executive may own, as an          inactive investor, securities of any corporation listed on a national securities          exchange or regularly traded in the over-the-counter market, so long as his          beneficial ownership in any one such corporation shall not in the aggregate constitute          more than five percent (5%) of any class of equity securities of such corporation.

          11.   REMEDIES FOR BREACH: The Executive agrees that theremedy at law for any breach or threatened breach of any covenant contained inSection 10 will be inadequate and that the Company, in addition to such other remedies as may beavailable to it in law or in equity, shall be entitled to institute proceedingsin any court or courts of competent jurisdiction to obtain damages for breach ofthis Agreement and permanent injunctive relief without bond or other security.The parties further agree that the Company shall be entitled to apply to anycourt having jurisdiction for temporary injunctive relief pending permanentinjunctive relief in arbitration. 

          12.            DISABILITY. If the Board of Directors of the Company shall, upon medical advice,          determine that, by reason of physical or mental illness or injury, continuing          for ninety (90) or more days in any period of six (6) consecutive calendar          months, the Executive has been substantially unable to render the services that          he performed prior to such illness or injury, then after his absence or impaired          ability for such period (“Disability”), the Executive’s          employment and compensation hereunder shall cease as of the first day following          such period. The Board of Directors of the Company may from time to time in its          sole discretion authorize the payment of compensation to the Executive in the          event of Disability. 

          13.            DEATH: Upon the death of the Executive, this Agreement shall terminate and          neither the estate nor the survivors and heirs of the Executive shall be          entitled to any continuing compensation hereunder. 

          14.   TERMINATION FOR CAUSE. Incase of (i) any fraudulent or illegal conduct by the Executive, or (ii) theExecutive's willful failure to perform his services hereunder continuingfor more than ten (10) days after written notice by the Company to theExecutive, which shall specify in reasonable detail the details of such failure,or (iii) the Executive's refusal to comply with reasonable directions ofthe Company President and Chief Executive Officer not inconsistent with theprovisions of this Agreement, to perform after written notice by the Company tothe Executive which shall specify in reasonable detail the details of suchfailure, the Company may forthwith summarily terminate the Executive'semployment hereunder and his employment and compensation shall cease accordinglybut without prejudice to any other rights and remedies of the Company under thisAgreement or otherwise. 

          15.            ARBITRATION: (a) Except as otherwise provided herein, any controversy          arising out of or relating to this Agreement or any modification or extension          thereof, including any claim for damages and/or rescission, shall          be settled by arbitration before a panel of three arbitrators in New Jersey in          accordance with the then current rules of the American Arbitration Association. 

          (b)            The parties consent to the jurisdiction of the Supreme Court of the State of New          Jersey for all purposes in connection with arbitration, including the entry of          judgment on any award; and consent that any process, notice, motion or other          application to either of said courts, and any papers in connection with          arbitration, may be served by registered or certified mail, return receipt          requested, by personal services, or in such other manner as may be permissible          under the rules of the applicable court or arbitration tribunal, provided a          reasonable time for appearance is allowed. 

          (c)            The arbitrators shall have no power to alter or modify any express provision of          this Agreement, or to render an award which has the effect of altering or          modifying any express provision hereof, provided, however, that any application          for reformation of this Agreement shall be made to the arbitrators and not to          any Court, and the arbitrators shall empowered to determine whether valid          grounds for reformation exist. 

          (d)            Arbitration proceedings must be instituted by any party hereto within one year          after the claimed breach occurred, and such party’s failure to institute          arbitration proceedings within such period shall constitute an absolute bar to          the institution of any proceedings by such party and a waiver of such claimed          breach. Notwithstanding any law or rule to the contrary, the determination of          whether said one-year period has expired shall be made by the Court and shall          not be within the jurisdiction of the arbitrators. 

          16.            WAIVER: No delay on the part of the Company in the exercise or enforcement of          any of the terms herein shall operate as a waiver of the right to proceed          thereunder nor shall any single or partial exercise by the Company preclude          other or further exercise thereof. 

          17.            SEVERABILITY AND ENFORCABILITY: If any covenant contained in this Agreement, is          hereafter construed to be invalid or unenforceable, by reason of the extent,          duration or scope thereof, or otherwise, then the court or arbitrators making          such determination shall have the right to reduce such extent, duration, scope          or other provisions hereof, and in their reduced form such restrictions and          provisions shall then be enforceable in the manner contemplated hereby. 

          18.            SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and inure to the          benefit of the successors and assigns of the Company and the Executive's          heirs and legal representatives. This Agreement and the rights, obligations,          interest and benefits of the Executive hereunder shall not, however, be subject          to voluntary or involuntary assignment, transfer, pledge, hypothecation or other          form of alienation or disposition, directly or indirectly, without the prior          written consent of the Company, and any such unauthorized assignment or transfer          shall be null and void. 

          19.            MODIFICATION AND WAIVER: No modification or waiver of any of the provisions          herein contained shall be binding upon either of the parties hereto unless made          in writing and signed by the Executive and countersigned on behalf of the          Company by a duly authorized officer thereof. This Agreement contains the entire          understanding between the parties hereto, and there are merged herein all prior,          contemporaneous and collateral covenants, representations, undertakings and          conditions made in connection with the subject matter hereof. 

          20.            COUNTERPARTS. This Agreement may be executed in one or more counterparts, each          of which shall be deemed an original instrument, but all of such counterparts          shall constitute but one and the same Agreement. 

          INWITNESS WHEREOF, the Company has caused this Agreement to be executed in its corporatename by its officer, hereunto duly authorized, and the Executive has executed thisAgreement, intending to be legally bound hereby, on or as of the date first above setforth.