FIFTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT

FIFTH AMENDMENT dated as of January 30, 2006 to the INVESTOR RIGHTS AGREEMENT
dated as of September 14, 2004 by and among INTERPOOL, INC., a Delaware
corporation (the Company), and the investors signatory hereto (each
a Holder and, collectively, the Holders).

W I T N E S S E T H :

WHEREAS, the Company, the Holders and certain other investors party thereto (the
Holders, together with such other investors, being referred to collectively as
the Original Investors) entered into a Securities Purchase Agreement
dated as of September 14, 2004 (the Purchase Agreement), pursuant to
which the Company issued to the Original Investors certain warrants to purchase
a total of 8,333,333 shares of the Companys common stock (the
Warrants);

WHEREAS, the Company and the Original Investors entered into an Investor Rights
Agreement dated as of September 14, 2004 (the Original Investor Rights
Agreement), pursuant to which the Company agreed to use its commercially
reasonable efforts to register the Warrants and the shares underlying the
Warrants under the Securities Act of 1933 for the benefit of the Original
Investors; and

WHEREAS, the Company and certain of the Original Investors entered into an
Amendment dated as of April 26, 2005 (the First Amendment), a Second
Amendment dated as of June 29, 2005 (the Second Amendment), a Third
Amendment dated as of October 27, 2005 (the Third Amendment) and a
Fourth Amendment dated as of October 28, 2005 (the Fourth Amendment)
to the Original Investor Rights Agreement, pursuant to which the Company and
such Original Investors agreed to amend the Original Investor Rights Agreement
(such agreement, as so amended, being referred to as the Investor Rights
Agreement) as set forth therein;

WHEREAS, the Company and the Holders, who constitute the holders of a majority
of the Transfer Restricted Securities (as defined in the Investor
Rights Agreement), now desire to further amend the Investor Rights Agreement as
hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, it is agreed as follows:

SECTION 1.  AMENDMENT TO INVESTOR RIGHTS AGREEMENT. Effective
as of the date hereof, the Investor Rights Agreement is hereby amended as
follows:

| | (a)  by deleting the reference to January 6, 2006 in the
second sentence of Section 3(a) (such reference having previously been changed
from July 1, 2005 to January 6, 2006 pursuant to the previous amendments), and
inserting, in lieu of such reference, March 6, 2006
and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)  by deleting clause (ii) of the first sentence of Section 5 and
inserting, in lieu of such clause, the following: (ii) has not been
declared effective by the Commission on or prior to April 1, 2006;
or.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 2.  EFFECT ON INVESTOR RIGHTS AGREEMENT.

| | (a)  On and after the date hereof, each reference in the Investor
Rights Agreement to this Agreement, herein,
hereof, hereunder or words of similar import, shall mean
and be a reference to the Investor Rights Agreement as amended hereby.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)  Except as specifically amended above in connection herewith, the
Investor Rights Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)  The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Original Investors or the Holders under the Investor
Rights Agreement or any document executed in connection therewith.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 3.  GOVERNING LAW. THIS AMENDMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.

SECTION 4.  COUNTERPARTS. This Amendment may be executed in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement.

IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first
written above.

| | INTERPOOL, INC.
By:   
         Name:
         Title:
GREYWOLF CAPITAL PARTNERS II LP
By:   
         Name:
         Title:
GREYWOLF CAPITAL OVERSEAS FUND
By:   
         Name:
         Title:
GREYWOLF HIGH YIELD MASTER FUND
By:   
         Name:
         Title:
CASPIAN CAPITAL PARTNERS, LP
By:   MARINER INVESTMENT GROUP, INC.,
         as Investment Advisor
By:   
         Name:
         Title:
MARINER LDC
By:   MARINER INVESTMENT GROUP, INC.,
         as Investment Advisor
By:   
         Name:
         Title:
MARINER OPPORTUNITIES FUND, LP
By:   MARINER INVESTMENT GROUP, INC.,
         as Investment Advisor
By:   
         Name:
         Title:
MARINER VOYAGER MASTER FUND, LTD
By:   MARINER INVESTMENT GROUP, INC.,
         as Investment Advisor
By:   
         Name:
         Title:
RIVA RIDGE MASTER FUND, LTD.
By:   RIVA RIDGE CAPITAL MANAGEMENT
         LP, As Investment Manager
By:   RIVA RIDGE GP LLC, GP to the
         Investment Manager
By:   
         Name:
         Title:
MARINER LDC
By:   RIVA RIDGE CAPITAL MANAGEMENT
         LP, As Investment Manager
By:   
         Name:
         Title:
GOLDMAN, SACHS & CO.
By:   
         Name:
         Title:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------