Execution Copy

CONTAINER APPLICATIONS INTERNATIONAL, INC.

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Note Purchase Agreement

Dated as of April 30, 1998

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Subordinated Secured Note

TABLE OF CONTENTS

Page

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|ARTICLE I DEFINITIONS AND CONSTRUCTION                                                          | 1 
|1.1 Definitions                                                                                 | 1 
|1.2 Construction                                                                                | 11
|1.3 Accounting Terms                                                                            | 11
|ARTICLE II THE NOTE                                                                             | 12
|2.1 Authorization and Issuance of the Note                                                      | 12
|2.2 Purchase and Sale of Note                                                                   | 12
|2.3 Time and Place of Payments; Interest Rate; Payment of Principal and Interest under the Note | 12
|2.4 Overdue Rate                                                                                | 13
|2.5 Computation of Interest                                                                     | 13
|2.6 Prepayment                                                                                  | 13
|2.7 Holidays                                                                                    | 14
|2.8 Security                                                                                    | 14
|2.9 Tax Withholding                                                                             | 14
|2.10 Calculation of Principal                                                                   | 14
|ARTICLE III CONDITIONS TO THE PURCHASE OF THE NOTE                                              | 14
|3.1 Conditions Precedent to be Satisfied at Closing Date                                        | 14
|ARTICLE IV REPRESENTATIONS AND WARRANTIES OF COMPANY                                            | 19
|4.1 Due Organization                                                                            | 19
|4.2 Organization, Standing, and Qualification                                                   | 19
|4.3 Requisite Power                                                                             | 19
|4.4 Binding Agreements                                                                          | 20
|4.5 Other Agreements                                                                            | 20
|4.6 Litigation; Adverse Facts                                                                   | 20
|4.7 Consents                                                                                    | 21
|4.8 Financial Condition                                                                         | 21
|4.9 Title to Assets; Liens                                                                      | 21
|4.10 Payment of Taxes                                                                           | 21
|4.11 Governmental Regulation                                                                    | 22
|4.12 Securities Activities                                                                      | 22
|4.13 Bank Credit Agreement                                                                      | 22
|4.14 Disclosure                                                                                 | 22
|4.15 Debt                                                                                       | 22
|4.16 Intellectual Property                                                                      | 23
|4.17 Burdensome Agreements                                                                      | 23
|4.18 Existing Defaults                                                                          | 23
|4.19 Leases                                                                                     | 23
|4.20 Fire, Explosion, and Labor Disputes                                                        | 24
|4.21 No Partnerships                                                                            | 24
|4.22 Employment Agreements and Relations                                                        | 24
|4.23 Insurance                                                                                  | 24
|4.24 Environmental Matters                                                                      | 24
|4.25 Contracts                                                                                  | 25
|4.26 Commitments                                                                                | 25
|4.27 No Default                                                                                 | 25
|4.28 Purchaser Documents                                                                        | 25
|4.29 Solvency, Etc.                                                                             | 25
|4.30 Due Diligence                                                                              | 26
|4.31 Related Agreements                                                                         | 26
|4.32 Third-Party Action                                                                         | 26
|ARTICLE V AFFIRMATIVE COVENANTS OF COMPANY                                                      | 26
|5.1 Corporate Existence                                                                         | 26
|5.2 Maintenance of Assets                                                                       | 26
|5.3 Compliance with Laws                                                                        | 27
|5.4 Senior Debt                                                                                 | 27
|5.5 Further Assurances                                                                          | 27
|5.6 Use of Proceeds                                                                             | 27
|5.7 Accounting Records and Inspection                                                           | 27
|5.8 Financial Statements and Other Information                                                  | 27
|ARTICLE VI NEGATIVE COVENANTS OF COMPANY                                                        | 30
|6.1 Financial Covenants                                                                         | 30
|6.2 Restriction on Fundamental Changes                                                          | 31
|6.3 Investments                                                                                 | 32
|6.4 Conduct of Business                                                                         | 33
|6.5 Partnerships                                                                                | 33
|6.6 Margin Regulation                                                                           | 33
|6.7 Shareholders' Agreement                                                                     | 33
|ARTICLE VII  EVENTS OF DEFAULT                                                                  | 33
|7.1 Events of Default                                                                           | 33
|7.2 Acceleration of Maturity; Rescission and Annulment                                          | 36
|7.3 Suits for Enforcement                                                                       | 38
|7.4 Modifications or Waivers Under Bank Credit Agreement                                        | 38
|ARTICLE VIII  SUBORDINATION                                                                     | 39
|ARTICLE IX PURCHASER'S REPRESENTATIONS                                                          | 39
|9.1 Investment Representation                                                                   | 39
|9.2 Participation in the Note                                                                   | 39
|ARTICLE X EXPENSES AND INDEMNITIES                                                              | 39
|10.1 Expenses                                                                                   | 39
|10.2 Indemnity                                                                                  | 40
|ARTICLE XI  MISCELLANEOUS                                                                       | 41
|11.1 Waivers; Modifications in Writing                                                          | 41
|11.2 Changes in Accounting Principles                                                           | 41
|11.3 Confirmation                                                                               | 42
|11.4 Notices                                                                                    | 42
|11.5 Transfers of Note                                                                          | 42
|11.6 Headings, Date                                                                             | 43
|11.7 Execution in Counterparts                                                                  | 43
|11.8 Assignment and Participation                                                               | 43
|11.9 Governing Law                                                                              | 44
|11.10 Severability of Provisions                                                                | 44
|11.11 Survival of Agreements, Representations, and Warranties                                   | 44
|11.12 Setoff                                                                                    | 44
|11.13 Independence of Covenants                                                                 | 44
|11.14 Complete Agreement                                                                        | 44
|EXHIBITS                                                                                       
|EXHIBIT A  Form of Note                                                                         | 1 
|EXHIBIT B  Form of PIK Note                                                                     | 1 
|EXHIBIT C  Form of Officer's Compliance and Use of Proceeds Certificate                         | 1 
|EXHIBIT D  Legal Opinion of Company Counsel                                                     | 1 
|SCHEDULES                                                                                      
|Schedule 3.1(hh)                                                                                | 1 
|Schedule 4.28                                                                                   | 1 
|Schedule 4.32                                                                                   | 1 

Container Applications International, Inc.
3 Embarcadero Center, Suite 1850
San Francisco, California 94111-3834
As of April 30, 1998
Note Purchase Agreement

Interpool, Inc.
633 Third Avenue
17th Floor
New York, New York 10017

Dear Sirs:

Container Applications International, Inc.,
a Nevada corporation ("Company"), hereby agrees with you ("Purchaser") as
follows:

ARTICLE I
DEFINITIONS AND CONSTRUCTION

1.1   Definitions. For
purposes of this Agreement, the following initially capitalized terms shall have
the following meanings:

Accommodation Obligation shall mean, as applied to any Person, any
obligation of such Person guaranteeing or intended to guarantee (whether
guaranteed, endorsed, co-made, discounted, or sold with recourse to such Person)
any Debt, lease, dividend, letter of credit, or other obligation (primary
obligation) of any other Person (primary obligor) in any
manner whether directly or indirectly, including any obligation of such Person
(irrespective of whether contingent), (a) to purchase any such primary
obligation or any Asset constituting direct or indirect security therefor,
(b) to advance or supply funds (whether in the form of a loan, advance,
stock purchase, capital contribution, or otherwise) (i) for the purchase,
repurchase, or payment of any such primary obligation or any Asset constituting
direct or indirect security therefor, or (ii) to maintain working capital or
equity capital of the primary obligor, or to otherwise maintain the net worth,
solvency, or other financial condition of the primary obligor, (c) to purchase
or make payment for any Asset, securities, services, or lease, regardless of the
non-delivery or non-furnishing thereof, if primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (d) to otherwise assure or hold
harmless the owner of such primary obligation against loss in respect thereof.

Affiliate shall mean, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purpose of this definition, control (including,
with correlative meanings, the terms controlling, controlled
by and under common control with), as applied to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of that Person, whether through the
ownership of voting securities, by contract, or otherwise.

Agreement shall mean this Note Purchase Agreement between Company
and Purchaser, together with all exhibits hereto.

Ancillary Documents shall mean the Security Agreement and any and
all other documents, agreements, or instruments other than this Agreement and
the Note, which have been or are entered into on or before the Closing Date by
Company and Purchaser in connection with the transactions contemplated by this
Agreement, and any and all alterations, amendments, changes, extensions,
modifications, revisions, restatements, or supplements to any of the foregoing.

Asset shall mean any interest of a Person in any kind of property or
asset, whether real, personal, or mixed real and personal, or whether tangible
or intangible.

Bank Credit Agreement shall mean the Fourth Restated Revolving
Credit and Term Loan Agreement dated as of April 30, 1998 between Company,
BankBoston, N.A., as agent, and the other banks named therein and as it may be
further amended from time to time with such consent, if any, of the Noteholders
as is required under the Subordination and Intercreditor Agreement.

Bankruptcy Code shall mean The Bankruptcy Reform Act of 1978
(11 U.S.C. 101-1330), as amended or supplemented from time to time, and any
successor statute, and any and all rules issued or promulgated in connection
therewith.

Banks shall mean the bank(s) or other financial institution(s) that
are from time to time parties to the Bank Credit Agreement.

Business Day means any day on which commercial banks are not
authorized or required to close in New York, New York.

Capitalized Lease shall mean any lease under which the Company or
any of its Subsidiaries is the lessee or obligor, the discounted future rental
payment obligations under which are required to be capitalized on the balance
sheet of the lessee or obligor in accordance with GAAP.

CERCLA shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended or supplemented from time to
time (by SARA or otherwise), set forth at 42 U.S.C. §§ 9601-9657,
and any and all tools and regulations issued or promulgated in connection
therewith.

Closing Date shall mean the date of the purchase of the Note, which
date shall be a Business Day.

Code shall mean the Internal Revenue Code of 1986, as amended or
supplemented from time to time, or any successor or superseding tax laws of the
United States of America, and any and all rules and regulations issued or
promulgated in connection therewith.

Company shall have the meaning set forth in the introduction to this
Agreement.

Computation Date shall have the meaning given said term in
Section 6.1(c).

Consolidated Adjusted Tangible Net Worth shall mean, at any time,
the Consolidated Tangible Net Worth of Company and its Subsidiaries at such time
plus the outstanding amount of Subordinated Debt of Company and its Subsidiaries
(excluding the current portion thereof).

Consolidated Net Income (or Deficit) shall mean, with respect to
Company and its Subsidiaries, the consolidated net income (or deficit) of
Company and its Subsidiaries after deduction of all expenses, taxes and other
proper charges, determined in accordance with GAAP, after eliminating therefrom
all extraordinary nonrecurring items.

Consolidated Operating Cash Flow shall mean for any period, an
amount equal to (i) Consolidated Net Income (or Deficit) for such period,
plus (ii) depreciation, amortization and all other noncash charges for such
period, plus (iii) the principal portion of payments received by the
Company from Direct Finance Leases during such period, plus in the case of
credits for and minus in the case of debits for (iv) deferred taxes for
such period, plus (v) all consolidated rental expenses of Company for such
period under operating leases.

Consolidated Senior Debt shall mean, at any time, all obligations of
Company and its Subsidiaries consisting of Debt for borrowed money, the deferred
purchase price of assets and in respect of Capitalized Leases minus obligations
of such Persons in respect of Subordinated Debt (other than the current portion
thereof) plus all Debt of such Person in respect of Rental Obligations.

Consolidated Tangible Net Worth shall mean the excess of
Consolidated Total Assets over Consolidated Total Liabilities, and less the sum
of:

(a)   the total book value of all assets of the Company and its
Subsidiaries properly classified as intangible assets under GAAP, including such
items as goodwill, the purchase price of acquired assets in excess of the fair
market value thereof (for purposes of this definition, the purchase price of new
containers acquired in arms-length purchases from third parties shall be
deemed to equal the fair market value thereof), trademarks, trade names, service
marks, brand names, copyrights, patents and licenses, and rights with respect to
the foregoing; plus

(b)  all amounts representing any write-up in the book value of
any assets of the Company or its Subsidiaries resulting from a revaluation
thereof subsequent to June 30, 1991, excluding adjustments to translate foreign
assets and liabilities for changes in foreign exchange rates made in accordance
with Financial Accounting Standards Board Statement No. 52; plus

(c)  to the extent otherwise includable
in the computation of Consolidated Tangible Net Worth, any subscriptions
receivable.

Consolidated Total Assets shall mean all assets of the Company and
its Subsidiaries determined on a consolidated basis in accordance with GAAP.

Consolidated Total Debt Service shall mean, as of any Computation
Date, for the period specified in the applicable covenant ending on such
Computation Date (the Test Period), the sum of (a) the principal
portion of payments required to be made by the Company on Capitalized Leases
during the Test Period, plus (b) without duplication, the principal portion of
all payments of all Debt of the Company due and payable during the Test Period,
plus (c) a fraction of the average daily outstanding amount of the
Revolving Credit Loans during the Test Period, which fraction shall be, if the
Computation Date is on or before December 31, 1998, one twelfth (1/12), and if
the Computation Date is after December 31, 1998 one tenth (1/10), plus
(d) without duplication, all required payments of the Term Loan (as defined
in the Bank Credit Agreement) to be made pursuant to Section 4.3 of the Bank
Credit Agreement during the period specified in the applicable covenant
commencing on such Computation Date.

Consolidated Total Interest Expense shall mean for any period, the
aggregate amount of interest required to be paid or accrued by Company and its
Subsidiaries during such period on all Debt of Company and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or
is required to be reflected as an item of expense or capitalized, including
payments consisting of interest in respect of Capitalized Leases and including
commitment fees, agency fees, facility fees, balance deficiency fees and similar
fees or expenses in connection with the borrowing of money.

Consolidated Total Liabilities shall mean all of the liabilities of
Company and its Subsidiaries determined on a consolidated basis in accordance
with GAAP and, without duplication, all Debts of the Company and its
Subsidiaries, whether or not so classified.

Contractual Obligation shall mean, as applied to any Person, any
provision of any security agreement entered into by that Person or of any
material indenture, mortgage, deed of trust, contract, undertaking, agreement,
or other instrument to which that Person is a party or by which it or any of its
owned Assets is bound or to which it or any of its owned Assets is subject.

Debt shall mean all obligations, contingent and otherwise, that in
accordance with GAAP should be classified upon the obligors balance sheet
as liabilities, or to which reference should be made by footnotes thereto,
including in any event and whether or not so classified: (a) all debt and
similar monetary obligations, whether direct or indirect; (b) all
liabilities secured by any mortgage, pledge, security interest, lien, charge or
other encumbrance existing on property owned or acquired subject thereto,
whether or not the liability secured thereby shall have been assumed; (c) all
Rental Obligations; and (d) all guarantees, endorsements and other contingent
obligations whether direct or indirect in respect of indebtedness of others,
including any obligation to supply funds to or in any manner to invest in,
directly or indirectly, the debtor, to purchase Debt, or to assure the owner of
Debt against loss, through an agreement to purchase goods, supplies or services
for the purpose of enabling the debtor to make payment of the indebtedness held
by such owner or otherwise, and the obligations to reimburse the issuer in
respect of any letters of credit.

Debt Coverage Ratio shall have the meaning given said term in
Section 6.1(c).

Direct Finance Leases shall mean leases pursuant to which Company
leases containers to a lessee and (a) the terms of such lease provide that title
to such containers will pass to such lessee at the end of the lease term
automatically or at the option of the lessee for no additional consideration or
for nominal additional consideration, or upon terms with substantially similar
economic effect and (b) the interest component of the proceeds of such
lease are booked on Companys financial statements as Income from
Direct Finance Leases.

Disclosure Statement shall mean the disclosure statement dated the
date hereof, executed and delivered by a Responsible Officer of Company, which
sets forth information called for by, or exceptions to, the representations and
warranties made by Company herein.

Dollars or $ shall mean United States of America dollars
or such coin or currency of the United States of America as at the time of
payment shall be legal lender for the payment of public and private debts in the
United States of America.

Earnings Before Interest and Taxes shall mean, for any period, an
amount equal to (a) Consolidated Net Income (or Deficit) for such period,
plus (b) Consolidated Total Interest Expense for such period, plus
(c) income taxes for the Company and its Subsidiaries for such period.

Effective Date shall have the meaning set forth in the Bank Credit
Agreement.

Environment shall have the meaning set forth in 42 U.S.C.
§ 9601(8).

Environmental Protection Statute shall mean any federal or state
law, statute, rule, order, determination, or regulation (including CERCLA, RCRA,
and SARA) enacted in connection with or relating to the protection or regulation
of the Environment, including those laws, statutes, rules, orders,
determinations and regulations regulating the disposal, removal, production,
storing, refining, handling, transferring, processing, or transporting of
Hazardous Waste or Hazardous Substances (or similar substances), and any
regulations issued or promulgated in connection with such statutes by any
Governmental Agency.

EPA shall mean the United States Environmental Protection Agency or
any successor thereto.

ERISA shall mean the Employee Retirement Income Security Act of
1974, as amended.

Event of Default shall have the meaning set forth in
Article VII.

Exchange Act shall mean the Securities Exchange Act of 1934, as
amended or supplemented from time to time, and any successor statute, and any
and all rules and regulations issued or promulgated in connection therewith.

Exclusive Supply Agreement shall mean the Exclusive Supply
Agreement dated July 30, 1992 between the Company and Mitsui, as amended from time to
time.

Federal Reserve Board shall mean the Board of Governors of the
Federal Reserve System of the United States of America or any successor thereto.

Funding Date shall mean the date on which the Purchaser pays to the
Company the purchase price for the Note, which date shall be on or before
April 30, 1998.

GAAP shall mean generally accepted accounting principles in the
United States of America in effect on the date of this Agreement; provided,
however, that all financial statements to be furnished to Purchaser after the
Closing Date shall utilize such generally accepted accounting principles in
effect at the time of preparation.

Governmental Agency shall mean any agency, department, board,
commission, district or other public organ, whether federal, state, local or
foreign.

Hazardous Substance shall have the meaning set forth in 42 U.S.C.
§ 9601(14).

Hazardous Waste shall have the meaning set forth in 42 U.S.C.
§ 6903(5) and 40 C.F.R. § 261.3.

Indemnified Liabilities shall have the meaning set forth in
Section 10.2.

Indemnitee shall have the meaning set forth in Section 10.2.

Installment Sales Contract Indemnity Clause shall mean the indemnity
clause from the Company in favor of Mitsui contained in any Installment Sales
Contract, each as set forth in Schedule II of the Stock Purchase Agreement.

Intangible Assets shall mean that portion of the book value of any
Persons Assets which would be treated as intangibles under GAAP,
including, to the extent so treated, all items such as goodwill, trademarks,
trade names, brands, trade secrets, customer lists, computer software,
copyrights, patents, licenses, franchise conversion rights, and rights with
respect to any of the foregoing, and all unamortized debt discount and expenses.

Interest Rate Protection Obligations shall mean, with respect to any
Person, any obligations of such Person under any interest rate swap agreements,
interest rate cap agreements, interest rate collar agreements, or any other
similar agreements with respect to interest payable on Debt.

Investment shall mean, all expenditures made and all liabilities
incurred (contingently or otherwise) for the acquisition of stock or Debt of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under Debt), or
obligations of, any Person. In determining the aggregate amount of Investments
outstanding at any particular time: (a) the amount of any Investment
represented by a guaranty shall be taken at not less than the principal amount
of the obligations guaranteed and still outstanding; (b) there shall be
included as an Investment all interest accrued with respect to Debt constituting
an Investment unless and until such interest is paid; (c) there shall be
deducted in respect of each such Investment any amount received as a return of
capital (but only by repurchase, redemption, retirement, repayment, liquidating
dividend or liquidating distribution); (d) there shall not be deducted in
respect of any Investment any amounts received as earnings on such Investment,
whether as dividends, interest or otherwise, except that accrued interest
included as provided in the foregoing clause (b) may be deducted when paid; and
(e) there shall not be deducted from the aggregate amount of Investments
any decrease in the value thereof.

Leverage Ratio shall mean, at any time, the ratio of:
(a) Consolidated Senior Debt to (b) Consolidated Adjusted Tangible Net
Worth.

Lien shall mean any lien, mortgage, pledge, assignment (including
any assignment of rights to receive payments of money), security interest,
charge, or encumbrance of any kind (including any conditional sale or other
title retention agreement, any lease in the nature thereof, any Capitalized
Lease, and any agreement to give any security interest).

Maturity Date shall mean the tenth anniversary of the Funding Date.

Mitsui shall mean Mitsui Ltd. and Mitsui USA.

Mitsui Ltd. shall mean Mitsui & Co., Ltd., a Japanese
corporation.

Mitsui USA shall mean Mitsui & Co. (U.S.A.), Inc. a
New York corporation.

Nonrecourse Loans shall have the meaning set forth in the Bank
Credit Agreement.

Note shall mean the subordinated secured promissory note issued
hereunder, substantially in the form of Exhibit A attached hereto, with
appropriate insertions, executed by Company.

Noteholder(s) shall mean the Purchaser and/or any permitted
assignees or transferees of the Note.

Officers Compliance Certificate shall mean a certificate of
the chief financial officer of Company, substantially in the form of
Exhibit B attached hereto.

Operating Lease shall mean, as applied to any Person, any lease of
any Asset which is not a Capitalized Lease, other than any such lease under
which such Person is the lessor.

Permitted Liens shall mean: (i) liens in favor of the Company
on all or part of the assets of Subsidiaries of the Company securing
indebtedness owing by Subsidiaries of the Company to the Company;
(ii) liens to secure taxes, assessments and other government charges in
respect of obligations not overdue or liens on properties to secure claims for
labor, material or supplies in respect of obligations not overdue;
(iii) deposits or pledges made in connection with, or to secure payment of,
workmens compensation, unemployment insurance, old age pensions or other
social security obligations; (iv) liens on properties in respect of
judgments or awards, the Debt with respect to which is permitted by
Section 9.1(d) of the Bank Credit Agreement; (v) liens of carriers,
warehousemen, mechanics and materialmen, and other like liens on properties in
existence less than 120 days from the date of creation thereof in respect of
obligations not overdue; (vi) encumbrances on real estate consisting of
easements, rights of way, zoning restrictions, restrictions on the use of real
property and defects and irregularities in the title thereto, landlords or
lessors liens under leases to which the Company or a Subsidiary of the
Company is a party, and other minor liens or encumbrances none of which
interferes materially with the use of the property affected in the ordinary
conduct of the business of the Company and its Subsidiaries, which defects do
not individually or in the aggregate have a materially adverse effect on the
business of the Company individually or of the Company and its Subsidiaries on a
consolidated basis; (vii) liens listed on Schedule 9.2 to the Bank
Credit Agreement; (viii) security interests in or mortgages on real or
personal property acquired or leased after the Effective Date to secure Debt of
the type and amount permitted by Section 9.1(g) or Section 9.1(h) of
the Bank Credit Agreement, and proceeds thereof (including without limitation
leases, accounts receivable, instruments and documents) which security interests
or mortgages cover only the real or personal property to acquired or leased;
(ix) liens on assets and property of the Company in favor of Purchaser;
(x) liens in favor of the Banks and the agent therefor under the Loan
Documents (as defined in the Bank Credit Agreement); (xi) liens consisting
of the interest of lessees under leases of containers where the Company is
lessor; (xii) liens on the property listed on Schedule 9.2 to the Bank
Credit Agreement which are granted to secure any refinancing or renewal of Debt
permitted under Section 9.1 of the Bank Credit Agreement which refinancing
or renewal is permitted under Section 9.1(k) of the Bank Credit Agreement
(subject to all the provisos contained therein) provided, that (i) such
liens encumber the same property (and no additional assets or property of the
company) as secured the Debt that was so refinanced or renewed and (ii) the
aggregate amount of Debt secured by such property has not increased as a result
of such refinancing or renewal; and (xiii) the interests of lessors in
property leased to the Company or a Subsidiary of the Company under
Section 9.1(g) or 9.1(h) of the Bank Credit Agreement.

Person shall mean and include natural persons, corporations, limited
partnerships, general partnerships, joint stock companies, joint ventures,
associations, companies trusts, banks, trust companies, land trusts,
business trusts, or other organizations, irrespective of whether they are legal
entities, and governments and agencies and political subdivisions thereof.

Purchaser shall have the meaning set forth in the introduction to
this Agreement.

Quarterly Payment Date shall mean the date which numerically
corresponds to the Funding Date in every third month after the Funding Date or,
if such day is not a Business Day, the next Business Day.

Rate shall mean a rate per annum equal to 10-1/2%, computed on the
basis of a three hundred sixty (360) day year and actual days elapsed.

RCRA shall mean the Resource Conservation and Recovery Act of 1976,
as amended or supplemented from time to time, set forth at 42 U.S.C.
§ 9601 et seq., and any and all rules and regulations issued or
promulgated in connection therewith.

Rental Obligations shall mean all present or future obligations of
Company or any of its Subsidiaries under any rental agreements or leases of real
or personal property, other than (a) obligations that can be terminated by
the giving of notice without liability to Company or such Subsidiary in excess
of the liability for rent due as of the date on which such notice is given and
under which no penalty or premium is paid as a result of any such termination,
(b) rental agreements relating to equipment other than Containers (as
defined in the Bank Credit Agreement) having an aggregate value of less than
$1,000,000 for all such agreements, and (c) obligations in respect of
Capitalized Leases. For purposes of this Agreement, the aggregate amount of
Rental Obligations of any Person shall be, as at any date of determination, at
an amount equal to the net present value, calculated at a discount rate of nine
percent (9%) per annum, of the future Rental Obligations of such Person.

Representative shall mean any trustee, fiduciary, agent, or
representative of any issue of Debt.

Required Noteholders shall mean Noteholders holding an aggregate
principal amount at least equal to 66-2/3% of the aggregate principal amount of
Notes then outstanding.

Responsible Officer shall mean the president, the treasurer, or any
vice president of a Person, or such other officer of such Person designated by a
Responsible Officer of such Person in a writing delivered to Purchaser.

Revolving Credit Loans shall have the meaning given said term in the
Bank Credit Agreement.

SARA shall mean the Superfund Amendment and Reauthorization Act of
1986, as amended or supplemented from time to time, set forth in Public Law
99-499 et seq., and any and all rules and regulations issued or promulgated in
connection therewith.

Securities Act shall mean the Securities Act of 1933, as amended
from time to time, and any successor statute, and any and all rules and
regulations promulgated thereunder.

Security Agreement shall mean the security agreement dated as of
April 30, 1998, as it may be amended from time to time, between Company and
Purchaser.

Senior Debt shall mean the principal of and premium, if any, and
interest (including interest accruing after the filing of a petition initiating
any proceeding under any state or federal bankruptcy laws) on all obligations of
every nature of Company from time to time owed to Banks under the Bank Credit
Agreement, including principal of and interest on, and all fees related to, any
revolving loans, term loans and all reimbursement obligations and fees in
respect of letters of credit (or any combination thereof made pursuant to the
Bank Credit Agreement), all costs and expenses reimbursable thereunder, and all
reimbursement and other obligations owed by Company with respect to Interest
Rate Protection Obligations incurred to satisfy the requirements of the Bank
Credit Agreement or otherwise, whether outstanding on the date hereof or
hereafter created, incurred, or assumed.

Staff Loan Program shall mean a program administered by the Company
pursuant to which the Company makes loans to employees, provided that the
aggregate amount of loans outstanding at any time under such program shall not
exceed $2,000,000 plus the amount of interest on any such loans added to
principal and shall be used solely for the purpose of enabling employees to
purchase preferred stock.

Stock Purchase Agreement shall mean that certain stock
purchase agreement between Mitsui, Company, Hiromitsu Ogawa and Purchaser dated
January 31, 1998.

Subordinated Debt shall have the meaning given said term in the Bank
Credit Agreement.

Subordination and Intercreditor Agreement shall have the meaning
given to it in the Bank Credit Agreement.

Subsidiary shall mean, with respect to any Person:
(a) any corporation in which such Person, directly or indirectly through its
Subsidiaries, owns more than fifty percent (50%) of the stock of any class or classes
having by the terms thereof the ordinary voting power to elect a majority of the directors
of such corporation (irrespective of whether at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the happening of any
contingency); and (b) any partnership, association, joint venture, or other entity in
which such Person directly or indirectly through its Subsidiaries, has more than a fifty
percent (50%) equity interest at the time.

Taxes shall mean any tax based upon or measured by net or gross
income, gross receipts, sales, use, ad valorem, transfer, franchise,
withholding, payroll, employment. excise, occupation, premium or property taxes,
or conduct of business, together with any interest and penalties, additions to
tax and additional amounts imposed by any federal, state, local, or foreign
taxing authority upon any Person.

Third-Party Action shall mean any consent, waiver, release,
approval, license or other authorization of, or notice to, or filing with, any
other Person, whether or not a Governmental Agency, and the expiration of any
associated mandatory waiting period.

Unmatured Event of Default shall mean an event, act, or occurrence
which, with the giving of notice or passage of time, would become an Event of
Default.

1.2  Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, to the
singular include the plural, and to the part include the whole, the term
including is not limiting, and the term or has the
inclusive meaning represented by the phrase and/or. References in
this Agreement to determination by Purchaser include good faith
estimates (in case of quantitative determinations) by Purchaser and good faith
beliefs (in the case of qualitative determinations), as applicable. The words
hereof, herein, hereby,
hereunder, and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
Article, section, subsection, clause, exhibit, and schedule references are to
this Agreement unless otherwise specified. Any reference in this Agreement, the
Note or any Ancillary Document to the Agreement, the Note or any Ancillary
Document includes any and all alterations, amendments, changes, extensions,
modifications, renewals, or supplements thereto or thereof. Neither this
Agreement, nor the Note, nor the Ancillary Documents, nor any uncertainty or
ambiguity contained herein or therein, shall be construed or resolved against
Company or Purchaser, whether under any rule of construction or otherwise. On
the contrary, this Agreement, the Note, and the Ancillary Documents have been
reviewed by Company, Purchaser, and their respective counsel and shall be
construed and interpreted according to the ordinary meaning of the words used so
as to accomplish fairly the purposes of Company and Purchaser.

1.3  Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP, including (subject to
the definition of GAAP contained herein) applicable statements, bulletins, and
interpretations issued by the Financial Accounting Standards Board and
bulletins, opinions, interpretations, and statements issued by the American
Institute of Certified Public Accountants or its committees. When used herein,
the term financial statements shall include the notes and schedules
thereto.

ARTICLE II
THE NOTE

2.1  Authorization and Issuance of the Note. Company has
authorized the issuance of the Note in the aggregate principal amount of Thirty
Three Million Six Hundred Fifty Thousand Dollars ($33,650,000).

2.2  Purchase and Sale of
Note.

(a)  Subject to the terms
and conditions of this Agreement, Company shall sell to Purchaser and Purchaser
shall purchase from Company a Note in the aggregate principal amount of Thirty
Three Million Six Hundred Fifty Thousand Dollars ($33,650,000). The purchase
price for the Note shall be equal to one hundred percent (100%) of the principal
amount thereof. The Note shall be purchased on the Funding Date.

(b)  Delivery of the Note
will be made on the Closing Date at the offices of Stroock & Stroock &
Lavan LLP, 180 Maiden Lane, New York, New York against payment of the purchase
price therefor by transfer of immediately available Dollars, or as may otherwise
be agreed to between Company and Purchaser.

2.3  Time and Place of Payments;
Interest Rate; Payment of Principal and Interest under the Note.

(a)  Any payment to be made hereunder or under the Note shall be made
not later than 2:00 p.m., New York time, on the date of payment to the bank
accounts designated after the signature of Purchaser hereto and shall be made by
wire transfer of immediately available Dollars to such designated bank accounts,
marked for attention as indicated, or in any other manner or any other place
within or the continental limits of the United States of America as may be
directed, in writing, by Purchaser. Payments and prepayments of principal or
interest with respect to the Note may be evidenced by notations made by the
Purchaser on the schedule annexed to the Note; provided, however, that any
failure by Purchaser to make any such notation (whether with respect to payments
or prepayments of principal or interest) on such schedule shall not in any way
affect, impair, or enlarge Companys obligations under this Agreement or
the Note.

(b)  The unpaid principal balance of the Note shall bear interest from
the Funding Date at the Rate. Interest due shall be due and payable in arrears,
commencing on the first Quarterly Payment Date immediately following the Funding
Date, and continuing on each Quarterly Payment Date thereafter up to and
including the Quarterly Payment Date immediately preceding the Maturity Date,
and on the Maturity Date. Interest shall be payable in cash subject to paragraph
(c) of this Section 2.3.

(c)  If the Company is
prohibited, pursuant to Section 2(b)(i) of the Subordination and Intercreditor
Agreement, from making any cash payments of interest due under the terms of the
Note on any Quarterly Payment Date, then (subject to the next sentence) the
Company shall satisfy its obligation to pay such interest by issuing a new note
(each, a PIK Note), in the form of Exhibit B attached hereto, in the
principal amount equal to the amount of the interest then due. Notwithstanding
the foregoing, if, in the opinion of Purchaser or Purchasers independent
auditors, the receipt of a PIK Note on such Quarterly Payment Date would create
a significant risk that the Company would become a consolidated subsidiary of
the Purchaser under GAAP, then in lieu of the issuance of an additional PIK Note
on such Quarterly Payment Date, the interest due under the terms of the Note
shall accrue from the preceding Quarterly Payment Date at the Rate. Accrual of
interest which the Company would be entitled to pay by the delivery of a PIK
Note, but for the provisions of the preceding sentence, shall not constitute a
payment default for purposes of Section 7.1(a) of this Agreement.

(d)  Principal shall be due and payable in accordance with Section
2.6(b).

2.4  Overdue Rate. Any payments of principal or (to the extent
permitted by law and both before and after judgment) interest with respect to
the Note, the fees payable under this Agreement, or any other amounts not paid
when due hereunder or declared due, whether at maturity, by acceleration, by
lapse of time, or otherwise, shall bear interest thereafter and without
affecting any of the other rights and remedies provided for herein or in the
Note, at a rate from and including the due date to but excluding the date on
which such amount is paid in full equal to the Overdue Rate. The Overdue
Rate shall mean a rate equal to two (2) percentage points per annum above
the Rate applicable to the Note from time to time pursuant to the terms hereof.

2.5  Computation of Interest. All computations of interest
with respect to the Note and all computations of interest due under Section 2.4
for any period shall be calculated on the basis of a year of three hundred sixty
(360) days for the actual number of days elapsed. Interest shall accrue from and
including the Funding Date to and excluding the date of the repayment of all
amounts outstanding under the Note.

2.6  Prepayment.

(a)  Voluntary Prepayments. Company shall have the right, at
any time and from time to time, upon thirty (30) Business Days prior
written notice to the Purchaser, to prepay, in whole or in part, the principal
balance outstanding under the Note. Upon giving such notice, the amount
specified in the notice shall become due and payable in full on the specified
date. Each partial prepayment under the Note shall be in a minimum aggregate
amount of One Million Dollars ($1,000,000) and, thereafter, in integral
multiples of One Million Dollars ($1,000,000).

(b)  Mandatory Prepayments. Unless prepaid in accordance with
the terms hereof, Company shall pay consecutive quarterly installments of
principal with respect to the Note, without demand, beginning on the
twenty-first Quarterly Payment Date after the Funding Date and on each Quarterly
Payment Date thereafter through, and including, the Maturity Date. The amount of
each such installment shall be equal to the remaining principal balance of the
Note divided by the number of remaining scheduled mandatory principal
prepayments (including the prepayment then to be made).

(c)  Form of Prepayment. Each voluntary or mandatory prepayment
made pursuant to this Section 2.6 shall be by a wire transfer of immediately
available Dollars.

(d)  Application of Voluntary Prepayments. Any voluntary
prepayment made pursuant to this Section 2.6 shall be applied, first, to accrued
and unpaid interest on the amount prepaid and, then, to principal.

2.7  Holidays. Any payments which would otherwise become due on
a day other than a Business Day shall instead become due on the next succeeding
Business Day and such extension shall be reflected in the computation of any
payments due hereunder on such adjusted date.

2.8  Security. Companys obligations under this Agreement
and the Note shall be secured by the Security Agreement, which shall create a
security interest in and lien on all Containers of Company now owned or
hereafter acquired (other than the Containers described as Excluded Assets on
Schedule A of the Security Agreement), subject only to the security interest and
lien under the Bank Credit Agreement in favor of the Agent and the Banks (as
defined in the Bank Credit Agreement) to the extent provided therein.

2.9  Tax Withholding. Each Noteholder that is not incorporated
under the laws of the United States of America or a state thereof agrees that it
will certify to the Company that it is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes or authorize Company, and Company hereby agrees, to withhold taxes and
make tax payments on such Noteholders behalf as required by applicable law
and promptly provide to such Noteholder a certificate of payment of such
withholding taxes.

2.10  Calculation of Principal. Noteholder shall have the right
to annotate a principal schedule annexed to the Note to reflect all increases in
principal under the Note (including without limitation, any increases in
principal resulting from additions of unpaid interest pursuant to Section
2.3(b)), and any payment of principal. Such principal schedule is to be
conclusive evidence of principal owed, absent manifest error.

ARTICLE III
CONDITIONS TO THE PURCHASE OF THE NOTE

3.1  Conditions Precedent to be Satisfied at Closing Date. The
obligation of Purchaser to purchase the Note hereunder is subject to the
fulfillment, to the satisfaction of Purchaser, or waiver by Purchaser in its
sole discretion of each of the following conditions on or before the Closing
Date:

(a)  Purchaser shall have received the Note dated the Funding
Date, duly executed by Company to the order of Purchaser;

(b)  Purchaser shall have received a duly executed
Officers Compliance Certificate substantially in the form of
Exhibit C, dated as of the Closing Date, detailing the calculations made by
Company based upon the balance sheet referred to in Section 3.1(n), by
which Company has determined that it is in compliance with the financial
covenants contained herein which are applicable as of the Closing
Date;

(c)  Company shall have delivered a certificate of a
Responsible Officer of Company substantially in the form of Exhibit C
attached hereto setting forth the amount of proceeds from the sale of the Note
which will be used (i) to finance the acquisition of new marine containers,
(ii) to refinance containers already owned by the Company or leased by the
Company on a direct finance lease basis, (iii) to redeem the issued and
outstanding shares of Preferred Stock held by Mitsui and (iv) to repay all
outstanding Debt owed to Mitsui;

(d)  the representations and warranties set forth in Article IV
of this Agreement shall be true and correct on and as of the Closing Date, as
though made on and as of the Closing Date;

(e)  the affirmative covenants set forth in Article V of this
Agreement which require performance prior to the Closing Date shall have been
performed as of the Closing Date;

(f)  both before and after giving effect to the purchase of the
Note, Company and its Subsidiaries shall be in compliance with all of the
requirements of each of the covenants contained in this Agreement;

(g)  the Closing Date shall occur on or before April 30,
1998;

(h)  Purchaser shall have received one or more written
opinions, dated the Closing Date, of counsel to Company, substantially in the
form and substance of Exhibit D attached hereto, or otherwise in form and
substance satisfactory to Purchaser;

(i)  Purchaser shall have received certificates of corporate
status with respect to Company and each of its Subsidiaries, dated within 30
calendar days of the Closing Date, or confirmed by telex, if telex confirmation
is available, such certificates to be issued by the Secretary of State (or
similar officer) of the jurisdiction of incorporation of Company and each of
such Subsidiaries, which certificates shall indicate that Company and each of
such Subsidiaries are in good standing in such jurisdiction;

(j)  Purchaser shall have received certificates of corporate
status indicating that Company and each of its Subsidiaries are in good standing
as foreign corporations, dated within 30 calendar days of the Closing Date, or
confirmed by telex, if telex confirmation is available, such certificates to be
issued by the Secretary of State (or similar official) of the jurisdiction in
which its or their failure to be duly qualified or licensed would have a
material adverse effect on its or their business;

(k)   Purchaser shall have received a copy of Companys
Articles of Incorporation, certified by the Secretary of Company;

(l)   Purchaser shall have received a copy of the bylaws of
Company, certified by the Secretary of Company;

(m)   Purchaser shall have received a signature and incumbency
certificate of the Responsible Officer of Company executing this Agreement, the
Note, and the Ancillary Documents to which Company is a party, certified by the
Secretary of Company;

(n)   Purchaser shall have received a consolidated pro forma
balance sheet of Company, dated as of the latest practicable date, and certified
by the President or Chief Financial Officer of Company, which gives effect to
the transactions contemplated under this Agreement, the Note, and the Ancillary
Documents;

(o)   Purchaser shall have received each of the Ancillary
Documents, if any, not previously delivered, all duly executed by the parties
thereto;

(p)   Purchaser shall have received a certificate from the
Secretary of Company attesting to the resolutions of Companys board of
directors authorizing its execution, delivery and performance of this Agreement,
the Note, and the Ancillary Documents to which Company is a party, and
authorizing specific Responsible Officers to execute same;

(q)   Purchaser shall have received a payment of no more than
$30,000,000 to be applied to legal fees, costs, and expenses incurred in
connection with the preparation, negotiation, execution, and delivery of this
Agreement, the Note, the Ancillary Documents and the other documents related
hereto and thereto;

(r)   the representations and warranties set forth in the
Ancillary Documents shall be true and correct;

(s)   each of the Ancillary Documents shall be in full force and
effect and all filings and other notifications necessary to create and perfect
Purchasers security interest under the Security Agreement shall have been
made;

(t)   no material adverse change shall have occurred since
January 1, 1998 in the proposed business, operations, Assets, prospects, or
consolidated financial condition of Company;

(u)   no litigation, inquiry, other action or proceeding
(governmental or otherwise), or injunction or other restraining order shall be
pending or threatened which, in the reasonable opinion of Purchaser,
(i) could be reasonably likely to have a material adverse effect on
Companys ability to repay the Note or perform its obligations under this
Agreement or the Ancillary Documents, or (ii) could be reasonably likely to
have a material adverse effect on the business, operations, Assets, prospects,
liabilities, earnings, or condition (financial or other) of Company;

(v)   Purchaser shall have received satisfactory evidence of
Companys having obtained all orders, consents, approvals, and other
authorizations, and having made all filings and other notifications
(governmental or otherwise) and all other Third Party Actions having been taken
required in connection with the transactions contemplated by this
Agreement;

(w)   Purchaser shall have completed or received all audits,
inspections, appraisals, and examinations as deemed necessary in
Purchasers opinion with respect to the Assets, books and records, and
business, financial condition, and operations of Company and its
Subsidiaries;

(x)   Purchaser shall have received from Company consolidated
cash flow projections for Company and its Subsidiaries for a period of not less
than two (2) years from and after the Closing Date;

(y)   no Event of Default or Unmatured Event of Default shall
have occurred and be continuing, nor shall either result from the sale of the
Note and the application of the proceeds as provided hereunder;

(z)   the Bank Credit Agreement shall be in full force and
effect, subject only to the consummation of the Interpool Transactions (as
defined in the Bank Credit Agreement), pursuant to which Company shall be
entitled to borrow up to One Hundred and Sixty-Five Million Dollars
($165,000,000) with at least One Hundred and Fifty-One Million, Two Hundred and
Eighteen Thousand, Six Hundred and Seventeen Dollars ($151,218,617) available
for borrowing by Company immediately prior to Closing;

(aa)   all other documents and legal matters in connection with
the transactions contemplated by this Agreement shall have been delivered or
executed and shall be in form and substance reasonably satisfactory to
Purchaser;

(bb)   Mitsui shall have performed and complied in all material
respects with all covenants required in the Stock Purchase Agreement to be
performed or complied with by Mitsui at or before the Closing Date including,
without limitation, those to be performed on the Closing Date pursuant to
Section 1 of the Stock Purchase Agreement;

(cc)   All directors of the Company elected by Mitsui shall have
delivered their written resignation as directors and officers, effective on the
Closing Date;

(dd)   All corporate and other proceedings on the part of Mitsui
in connection with the transaction to be consummated or the Closing Date, and
all documents and instruments incident to such transactions, shall be reasonably
satisfactory in substance and form to the Purchaser;

(ee)   The waiting period under Hart-Scott shall have expired or
been terminated, and all other Third-Party Action (as defined in the Stock
Purchase Agreement) required in order to consummate the transactions
contemplated by the Stock Purchase Agreement without thereby causing any breach,
acceleration or imposition of a Lien under any contract to which the Company is
a party or by which the Company or its property is bound, other than any the
absence of which in the aggregate would not have a material effect on the
transactions contemplated hereby, shall have been taken;

(ff)   No claims arising under the indemnification provision of
the Stock Purchase Agreement have been threatened or asserted and Company is
aware of no facts which may give rise to such a claim;

(gg)   The Company and/or Mr. Ogawa on one side, and Mitsui
on the other side, shall have entered into the Termination Agreement
contemplated by Section 1.7 of the Stock Purchase Agreement, which will be in
form and substance satisfactory to the Purchaser in its sole
discretion;

(hh)   The Company and Mitsui shall have entered into mutual
releases of all obligations and claims, other than those arising under the Stock
Purchase Agreement and except as otherwise specified in Section 3.1(hh),
and all Liens held by Mitsui on any property of the Company shall have been
released, all such releases to have been in form and substance acceptable to
Purchaser;

(ii)   Purchaser shall have received a copy of a payoff letter
from Mitsui in connection with the transactions contemplated by the Stock
Purchase Agreement;

(jj)   The Company shall not have made any payment to obtain any
third party consent or induce any Third-Party Action (as defined in this
Agreement) without obtaining Purchasers prior written approval;
and

(kk)   The Company and Mitsui shall not have entered into any
new agreements since the execution of the Stock Purchase Agreement other than
the agreements executed on the Closing Date and referred to in Schedule
4.28.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF COMPANY

In order to induce Purchaser to enter into this Agreement, Company represents
and warrants as of the date hereof that, except as set forth in the Disclosure
Statement with a specific reference to the Section of this Article IV affected
thereby:

4.1  Due Organization. Company is a duly organized and validly
existing corporation in good standing under the laws of the State of Nevada and
is duly qualified to conduct business as a foreign corporation in all
jurisdictions where its failure to do so would have a material adverse effect on
its business, operations, Assets, prospects, or condition (financial or other).
Each of Companys Subsidiaries is a duly organized and validly existing
corporation in good standing under the laws of the state of its incorporation
and is duly qualified to conduct business as a foreign corporation in all
jurisdictions where its failure to do so would have a material adverse effect on
the business, operations, Assets, prospects, or condition (financial or
otherwise) of Company and its Subsidiaries, taken as a whole.

4.2  Organization, Standing, and Qualification. Set forth in
the Disclosure Statement is a complete and accurate list for Company and its
Subsidiaries, showing: (a) the jurisdiction of their incorporation; (b) the
number of shares of each class of common and preferred stock authorized for
each; and (c) the number outstanding and the percentage of the outstanding
shares of each such class owned (directly or indirectly) by one or more Persons.
All of the outstanding capital stock of each of Companys Subsidiaries has
been duly authorized and validly issued and is fully paid and nonassessable.

4.3  Requisite Power. Company has all requisite corporate
power to execute and deliver this Agreement, the Note, and the Ancillary
Documents to which it is a party and to sell the Note as provided for in this
Agreement. Company has full power and authority to own, lease and operate its
Assets and to carry on the business in which it is engaged. Company and each of
its Subsidiaries have all governmental licenses, authorizations, consents, and
approvals necessary to own and operate their respective Assets and to carry on
their respective businesses as now conducted and as proposed to be conducted,
other than licenses, authorizations, consents, and approvals which are not
currently required or the failure to obtain which would not have a material
adverse effect on the business, operations, Assets, prospects, or condition
(financial or other) of Company and its Subsidiaries, taken as a whole. The
execution, delivery, and performance of this Agreement, the Note and the
Ancillary Documents to which Company is a party have been duly authorized by
Companys board of directors and all necessary corporate action in respect
thereof has been taken, and the execution, delivery, and performance thereof do
not require any consent or approval of the stockholders of Company or any third
Person which has not been obtained.

4.4  Binding Agreements. This Agreement has been duly executed
and delivered by Company and constitutes, and the note and the Ancillary
Documents, when executed and delivered by Company, will constitute, the legal,
valid, and binding obligations of Company, enforceable against Company in
accordance with its or their, as applicable, terms, except as the enforceability
hereof or thereof may be affected by: (a) bankruptcy, insolvency, moratorium, or
similar laws affecting the enforcement of creditors rights generally; (b)
the limitation of certain remedies by certain equitable principles of general
applicability; and (c) the fact that the rights to indemnification thereunder
may be limited by applicable laws (including federal or state securities laws).

4.5  Other Agreements. The execution, delivery, and performance
by Company of this Agreement, the Note, and the Ancillary Documents do not and
will not: (a) violate (i) any provision of any material law, rule, or regulation
of any jurisdiction binding on Company or any of its Subsidiaries; (ii) any
material order of any Governmental Agency, court, arbitration board, or tribunal
binding on Company or any of its Subsidiaries; or (iii) the certificate of
incorporation or bylaws of Company or any of its Subsidiaries; or (b) result in
the breach of, constitute (with the giving of notice or the lapse of time) a
default under, contravene any provisions of, or result in the creation of any
Lien (other than a Permitted Lien) upon any of the Assets owned by Company or
any of its Subsidiaries pursuant to, or result in acceleration or right of
acceleration of any obligations under, any Contractual Obligation of Company or
any of its Subsidiaries.

4.6  Litigation; Adverse Facts.There is no action, suit,
proceeding, or arbitration at law or in equity, or before or by any governmental
department, commission, board, bureau, agency, or instrumentality, domestic or
foreign, pending or, to the knowledge of Company, threatened by or against or
affecting, Company or any of its Subsidiaries which could reasonably be expected
to result in any material adverse change in the business, operations, Assets,
prospects, or condition (financial or otherwise) of Company and its
Subsidiaries, taken as a whole, or could reasonably be expected to materially
adversely affect Companys ability to perform its obligations hereunder,
under the Notes or the Ancillary Documents. Neither Company nor any of its
Subsidiaries is: (a) in violation of any applicable law in a manner which could
reasonably be expected to materially adversely affect the business, operations,
Assets, prospects, or condition (financial or otherwise) of Company and its
Subsidiaries, taken as a whole; or (b) subject to or in default with respect to
any final judgment, writ, injunction, decree, rule, or regulation of any court
or of any governmental department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, in a manner which could reasonably be
expected to have a material adverse effect on the business, operations, Assets,
prospects, or condition (financial or otherwise) of Company and its
Subsidiaries, taken as a whole. There is no action, suit, proceeding or, to the
best of Companys knowledge or belief, investigation pending or, to the
best of Companys knowledge or belief, threatened against or affecting,
Company or any of its Subsidiaries, which questions the validity or the
enforceability of this Agreement, the Note or the Ancillary Documents.

4.7  Consents. Other than such as may have
previously been obtained, filed, or given, as applicable, no consent, license,
permit, approval, or authorization of, exemption by, notice to, report to, or
registration, filing, or declaration with, any Governmental Agency or agency or
any Person is required in connection with the execution, delivery, and
performance by Company of this Agreement, the Note, or the Ancillary Documents
to which it is a party.

4.8  Financial Condition. Company has delivered to Purchaser
the balance sheets of the Company as of December 31, 1997, June 30,
1997 and December 31, 1996, and the related statements of income and
changes in financial position for the period ended December 31, 1997, the
fiscal year ended June 30, 1997 and the period ended December 30,
1996. Such statements were prepared in accordance with GAAP (subject, in the
case of interim financial statements, to normal year-end adjustments) and fairly
present the financial position of the Company as of and at the respective dates
thereof, and the results of operations and changes in financial position of the
Company for the period then ended.

4.9  Title to Assets; Liens. Except for Permitted Liens, all of
the Assets of Company and its Subsidiaries are free from all Liens of any nature
whatsoever. Except for Permitted Liens, Company and its Subsidiaries have good
and marketable title to all of the Assets reflected in their books and records
as being owned by them and experience quiet enjoyment of all Assets which are
material on a consolidated basis as to which they are the lessee. The Assets of
Company and its Subsidiaries are, in all material respects, adequate for the
currently contemplated conduct of the businesses of Company and its
Subsidiaries.

4.10  Payment of Taxes. All tax returns and reports of Company
and its Subsidiaries (or all taxpayers with which Company and its Subsidiaries
are or have been consolidated or combined with) required to be filed by any of
them have been timely filed (inclusive of any permitted extensions), and all
Taxes, assessments, fees, amounts required to be withheld and paid to a
Governmental Agency or regulatory authority, and other governmental charges upon
Company and its Subsidiaries, and upon their respective Assets, incomes, and
franchises which are due and payable have been paid, except to the extent that:
(a) the failure to file such returns or reports, or pay such Taxes, assessments,
fees, and other governmental charges, as applicable, would not be material to
the business, operations, Assets, prospects, or condition (financial or
otherwise) of Company and its Subsidiaries, taken as a whole; or (b) other than
with respect to Taxes, assessments, fees, or other governmental charges which
have become a federal tax Lien on Companys or any of its
Subsidiaries Assets, such Taxes, assessments, Charges, or claims are being
contested, in good faith, by appropriate proceedings promptly instituted and
diligently conducted and an adequate reserve or other appropriate provision, if
any, shall have been made as required in order to be in conformity with GAAP.
Company does not know of any proposed, asserted, or assessed tax deficiency
against it or any of its Subsidiaries that could reasonably be expected to be
material to the business, operations, Assets, prospects, or condition (financial
or otherwise) of Company and its Subsidiaries, taken as a whole.

4.11  Governmental Regulation. Neither Company nor any of
Companys Subsidiaries is subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act,
or the Investment Company Act of 1940 or to any statute or regulation limiting
its or their ability to incur Debt.

4.12  Securities Activities. Neither Company nor any of
Companys Subsidiaries is engaged principally, or as one of its or their
principal activities, in the business of extending, or arranging for the
extension of, credit for the purpose of purchasing or
carrying any margin stock or securities (within the meaning of
Regulations G, T, U, or X of the Federal Reserve Board). No part of the proceeds
from the sale of the Note will be used by Company for any purpose other than
those set forth in Section 5.6.

4.13  Bank Credit Agreement. Company has delivered to Purchaser
a full and accurate copy of the Bank Credit Agreement, the Bank Credit Agreement
is in full force and effect and Company is not in default under the Bank Credit
Agreement.

4.14  Disclosure. None of the representations or warranties
made by Company in this Agreement as of the date of such representations and
warranties and none of the statements contained in each exhibit or report or
financial information furnished by or on behalf of Company to Purchaser in
connection with this Agreement contain any untrue statement of a material fact
or omit any material fact (known to Company in the case of any document not
furnished by it) required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading. There is no fact known to Company (other than matters
of a general economic nature) which Company reasonably believes could be
expected to materially adversely affect the businesses, operations, Assets,
prospects, or condition (financial or otherwise) of Company and its
Subsidiaries, taken as a whole, which has not been disclosed herein or in such
other documents, certificates, and statements furnished to Purchaser for use in
connection with the transactions contemplated hereby. Company has furnished to
Purchaser certain financial information concerning Company and each of its
Subsidiaries, including estimates and projections of Companys and each of
its Subsidiaries results of operations and financial position for and as
at the end of certain future periods. The aforementioned projections were
prepared with reasonable care on the basis of the assumptions stated therein and
said assumptions are reasonable in light of current business conditions. Company
has no reason to believe that any of the statements or conclusions included in
the aforementioned documents, certificates, and statements are not true and
correct in all material respects at the time provided. It is understood that no
representation or warranty is made by Company concerning any predictions,
forecasts, estimates, or any other analyses prepared by or on its or its
Subsidiaries behalf, which are dependent on future events, except that
such predictions, forecasts, estimates, and analyses were prepared with
reasonable care on the basis of reasonable assumptions.

4.15  Debt. Neither Company nor any of its Subsidiaries has any
Debt outstanding on the date of this Agreement other than the Debt reflected in
the financial statements referred to in Section 4.8, in the Disclosure
Statement, or otherwise permitted under Section 6.1. After the Closing
Date, Company and its Subsidiaries will not have any Debt outstanding other than
the Debt permitted under Section 6.1.

4.16  Intellectual Property. Company and its Subsidiaries have
all necessary and material trademarks, trade names, trade name rights,
copyrights, patents, patent rights, permits, franchises, and licenses to conduct
their respective businesses and to operate their respective properties as now
conducted, and as currently contemplated to be conducted, without known conflict
with the rights of others, and all of same are valid and subsisting, except
where such lack of validity or existence or any such conflict would not have a
material adverse effect on the business, operations, Assets, prospects, or
condition (financial or otherwise) of Company and its Subsidiaries, taken as a
whole. The Disclosure Statement contains a complete and accurate listing of all
of Companys and its Subsidiaries material trademarks, service marks,
copyrights, and patents, and the date and place of registration thereof. The
consummation of the transactions contemplated by this Agreement will not alter
or impair any of such rights of Company or any of its Subsidiaries. Except as
disclosed in the Disclosure Statement, neither Company nor any of its
Subsidiaries has been charged or, to the best of the Companys knowledge,
is threatened to be charged with any infringement of, nor has any of them
infringed, on any unexpired trademark, trademark registration, trade name,
patent, copyright, copyright registration or other proprietary right of any
Person which charge or threat could reasonably be expected to have a material
adverse effect on the businesses, operations, Assets, prospects, or condition
(financial or otherwise) of Company and its Subsidiaries, taken as a whole.

4.17  Burdensome Agreements. Neither Company nor any of its
Subsidiaries is a party to any unusual or unduly burdensome agreement or
undertaking, or is subject to any unusual or unduly burdensome court order,
writ, injunction, or decree of any court or governmental instrumentality,
domestic or foreign, which materially and adversely affects the businesses,
Assets, operations, prospects, or condition (financial or otherwise) of Company
and its Subsidiaries, taken as a whole.

4.18  Existing Defaults. Neither Company nor any of its
Subsidiaries is in default under any material term of any Contractual Obligation
to which it is a party, the effect of which could reasonably be expected to have
a material adverse effect on the businesses, operations, Assets, prospects, or
condition (financial or otherwise) of Company and its Subsidiaries, taken as a
whole. Neither Company nor any of Companys Subsidiaries is in violation of
any law, ordinance, rule, or regulation to which it or any of its Assets is
subject, the failure to comply with which could reasonably be expected to have a
material adverse effect on the businesses, operations, Assets, prospects, or
condition (financial or otherwise) of Company or its Subsidiaries, taken as a
whole.

4.19  Leases. Company and its Subsidiaries enjoy peaceful and
undisturbed possession under all of the leases to which they are a party or
under which they are operating, and which are material to the business of
Company and its Subsidiaries, taken as a whole. All such leases are valid and
subsisting and, to the best of Companys knowledge and belief, no material
default by Company or its Subsidiaries exists under any of them.

4.20  Fire, Explosion, and Labor Disputes. Neither the
businesses nor the Assets nor the operations of Company or any of its
Subsidiaries are presently affected by any fire, explosion, accident, strike,
lockout, or other labor dispute, drought, storm, hail, earthquake, embargo, act
of God or of the public enemy, or other casualty (irrespective of whether
covered by insurance), which could reasonably be expected to materially and
adversely affect the businesses, operations, Assets, prospects, or condition
(financial or otherwise) of Company and its Subsidiaries, taken as a whole.

4.21  No Partnerships. Neither Company nor any Subsidiary of
Company is a partner in any partnership or a joint venturer in any joint
venture.

4.22  Employment Agreements and Relations. Except as set forth
in the Disclosure Statement, neither Company nor any of its Subsidiaries is a
party to any employment agreement or collective bargaining agreement. Neither
Company nor any of its Subsidiaries has made, obligated itself to make, renewed,
extended, or otherwise modified or amended any previous agreement to make, any
excess parachute payment as defined in § 280G of the Code. Except as
set forth in the Disclosure Statement, to the best knowledge of Company, during
the five (5) years preceding the Closing Date there was (or were) no: (a)
attempt by any union or other labor organization to organize any employees of
Company or any of its Subsidiaries; (b) strikes or shutdowns resulting from
labor activity; or (c) concerted work stoppages or concerted slowdowns of any
nature or length of time, at any plant or other facility owned or operated by
Company.

4.23  Insurance. The Disclosure Statement contains a complete
and accurate list, as of the Closing Date, of all insurance maintained by
Company or any of its Subsidiaries, including fire, public liability, property
damage, products liability, and workmens compensation insurance. Company
and each of its Subsidiaries maintain such insurance with insurers duly licensed
in the applicable jurisdictions, in such amounts and against such risks and
losses as are reasonable for their businesses and Assets. All such insurance is
in full force and effect and all premiums with respect thereto have been paid to
the date hereof or paid in accordance with payment schedules previously
applicable thereto.

4.24  Environmental Matters. Except as set forth in the
Disclosure Statement and except to the extent that no reasonable possibility
exists that the failure of the following to be true and correct would result in
a liability of Company or its Subsidiaries that is material in amount, (a) to
the best knowledge of Company, the Assets and operations of Company and each of
its Subsidiaries comply in all respects with all applicable Environmental
Protection Statutes; (b) none of the Assets or operations of Company or any of
its Subsidiaries is subject to any judicial or administrative proceeding
alleging the violation of any Environmental Protection Statute; (c) none of the
Assets or operations of Company or any of its Subsidiaries is the subject of any
federal or state investigation concerning any use or release of any Hazardous
Substance or Hazardous Waste; (d) neither Company nor any of its Subsidiaries,
nor to the best knowledge of Company, any predecessor of Company, has filed any
notice under any federal or state law indicating past or present treatment,
storage or disposal of Hazardous Waste or reporting a spill or release of a
Hazardous Substance into the Environment; (e) to the best knowledge of Company,
neither Company nor any of its Subsidiaries has any contingent liability in
connection with any release of any Hazardous Substance or Hazardous Waste into
the Environment and no release which could require remediation has occurred; (f)
none of Companys or any of its Subsidiaries operations involve the
generation, transportation, treatment, storage, or disposal of Hazardous
Substances or Hazardous Waste (other than in the normal course of and incidental
to any manufacturing process); (g) neither Company nor any of its Subsidiaries
has disposed of any Hazardous Substance or Hazardous Waste in, on or about any
premises owned, leased, or used by Company or any of its Subsidiaries and, to
the best of Companys knowledge, neither has any lessee, prior owner, or
other Person; (h) except as set forth in the Disclosure Statement, no surface
impoundments or, to the best of Companys knowledge, underground storage
tanks are located in, on or about any of the premises owned, leased, or used by
Company or any of its Subsidiaries; and (i) no lien in favor of any Governmental
Agency for (A) any liability under Environmental Protection Statutes, or (B)
damages arising from or costs incurred by such Governmental Agency in response
to a release of any Hazardous Substance or Hazardous Waste into the Environment
has been filed or attached to any of the premises owned, leased, or used by
Company or any of its Subsidiaries.

4.25  Contracts. The Disclosure Statement contains a complete
and accurate list, as of the Closing Date, of each contract or other commitment
of Company or any of its Subsidiaries (other than tile contracts or other
commitments to which the Purchaser is a party) evidencing an obligation of the
Company in excess of $100,000 or the performance of which by its terms will not
be completed within one (1) year showing for each contract or other commitment
the amount, the date of such contract or the date such commitment was incurred,
the Person or Persons party to such contract or commitment, and the anticipated
completion date of the performance. Each contract or other commitment of Company
or any of its Subsidiaries listed was in effect as of the Closing Date and
performance by the parties to all such contracts or other commitments would not
have a material adverse effect on the business, operations, Assets, prospects,
or condition (financial or otherwise) of Company and its Subsidiaries, taken as
a whole.

4.26  Commitments. No outstanding purchase commitment by
Company or any of its Subsidiaries is materially in excess of the normal,
ordinary and usual requirements of their respective businesses, nor is any such
purchase commitment at a price or prices materially in excess of market prices
existing at the time such commitment was made or upon terms materially different
from past practices.

4.27  No Default. No Event of Default or Unmatured Event of
Default has occurred and is continuing.

4.28  Mitsui Documents. Since the execution of the Stock
Purchase Agreement, the Company and Mitsui shall not have entered into any
agreements other than those disclosed on Schedule 4.28 or other documents
approved by the Purchaser.

4.29  Solvency, Etc. After giving effect to the consummation
of the transactions contemplated by this Agreement and the Purchaser documents described
in Section 4.28, the Companys Assets, at a fair valuation, will exceed the sum of
its debts and the Company will be able to pay its debts as they mature and will not have
an unreasonably small capital or have remaining Assets unreasonably small in relation to
its business or transactions.

4.30  Due Diligence. The documents and materials supplied by
the Company to Purchaser or Purchasers agents for the purpose of
conducting the due diligence review constitute all material documents and are
either original documents or true, correct and complete copies of the original
documents. The Company acknowledges and agrees that the provision of these due
diligence materials in no way lessens or negates the Purchasers reliance
on the Companys representations and warranties.

4.31  Related Agreements. The only material agreements to which
both Company and Mitsui are parties and from which company must be released in
order to effect the transactions contemplated by this Agreement and the Stock
Purchase Agreement are set forth in Section 1.6 of the Stock Purchase Agreement.

4.32  Third-Party Action. Except those Third Party Actions
listed in Schedule 4.32, the Company requires no Third-Party Action in
order to consummate the transaction contemplated by this Agreement and the Stock
Purchase Agreement without thereby causing any breach, acceleration or
imposition of a Lien under any contract to which the Company is a party or by
which the Company or its property is bound.

ARTICLE V
AFFIRMATIVE COVENANTS OF COMPANY

Company covenants and agrees that, until payment in full of the Note, Company
shall perform each and all of the following:

5.1  Corporate Existence. Except as otherwise permitted by
Section 6.2, Company shall and shall cause each of its Subsidiaries to preserve
and keep in full force and effect, at all times, its and their corporate
existence and qualifications necessary for the conduct of its business.

5.2  Maintenance of Assets. Company shall and shall cause each
of its Subsidiaries to maintain or cause to be maintained in good repair,
working order, and condition all of those Assets useful or necessary to its
businesses or the businesses of each of its Subsidiaries or which are used in
connection therewith or related thereto, except for: (i) Assets which are
lost, stolen or damaged beyond economic repair and with respect to which the
Company is compensated by a lessee or other third party; and (ii) Assets
which in the aggregate are not material to the business or operations of
Company, and its Subsidiaries, taken as a whole. From time to time, Company
shall make or cause to be made all appropriate repairs, renewals, and
replacements thereto and thereof. Notwithstanding the foregoing, Company and its
Subsidiaries shall not be required to comply with the requirements of this
Section 5.2 to the extent that compliance therewith would not be economical
and the failure to so comply could not reasonably be expected to materially
adversely affect the business, operations, Assets, prospects, or condition
(financial or otherwise) of Company and its Subsidiaries, taken as a whole.

5.3  Compliance with Laws. Company shall and shall cause each
of its Subsidiaries to exercise all due diligence in order to comply in all
respects with the requirements of all applicable laws (including the Exchange
Act and all Environmental Protection Statutes), rules, regulations, and orders
of any Governmental Agency, noncompliance with which could reasonably be
expected to materially adversely affect the businesses, Assets, operations,
prospects, or condition (financial or otherwise) of Company and its
Subsidiaries, taken as a whole; provided, however, that no such law, rule,
regulation, or order of any Governmental Agency need be complied with if the
same is being contested, in good faith, by appropriate proceedings promptly
instituted and diligently conducted.

5.4  Senior Debt. Company will promptly provide (or cause the
Representative of the Senior Debt to provide) to all Noteholders all written
notices sent to Company from any holder (or Representative) of Senior Debt with
respect to the Bank Credit Agreement. Company will also promptly provide to all
Noteholders all material written notices sent by Company to any holder (or
Representative) of Senior Debt with respect to the Bank Credit Agreement.

5.5  Further Assurances. At any time or from time to time upon
the request of Purchaser, Company shall execute and deliver such further
documents and do such other acts and things as Purchaser may reasonably request
in order to effect fully the purpose of this Agreement, the Note, or the
Ancillary Documents and to provide for repayment of the principal and interest
due under the Note in accordance with the terms of this Agreement and the Note.

5.6  Use of Proceeds. Company shall use the proceeds from the
sale of the Note solely for the purposes set forth in the certificate delivered
pursuant to Section 3.1(b).

5.7  Accounting Records and Inspection. Company shall and shall
cause each of its Subsidiaries to maintain adequate financial and accounting
books and records in accordance with sound business practices and GAAP
consistently applied and permit any representative of any Noteholder, at any
time during usual business hours, to inspect, audit, and examine such books and
records and to make copies and take extracts therefrom, and discuss its and
their affairs, financing, and accounts with its or their officers and
independent public accountants. Company shall and shall cause each of its
Subsidiaries to furnish each Noteholder with any information reasonably
requested by it regarding Companys or any of its Subsidiaries
businesses or finances promptly upon such Noteholders request. Company
shall and shall cause each of its Subsidiaries to permit those Persons
designated by any Noteholder to visit and inspect any of the assets of company
or any of its Subsidiaries, upon notice and as often as may be reasonably
requested.

5.8  Financial Statements and Other Information. Company shall
furnish each Noteholder:

(a)   as soon as practicable and, in any event, within
forty-five (45) calendar days after the close of each calendar month and
forty-five (45) calendar days after the close of each fiscal quarter in each
fiscal year of Company: (i) a consolidated statement of stockholders
equity and a consolidated statement of changes in financial position of Company
and its Subsidiaries for such monthly or quarterly period, as applicable;
(ii) consolidated income statements of Company and its Subsidiaries for
such monthly or quarterly period, as applicable; and (iii) consolidated
balance sheets of Company and each of its Subsidiaries as of the end of such
monthly or quarterly period, as applicable, each setting forth in comparative
form, if applicable, the corresponding figures for the corresponding periods of
the previous fiscal year, all in reasonable detail, subject to year-end audit
adjustments and certified by the chief financial officer of Company to have been
prepared in accordance with GAAP consistently applied;

(b)   as soon as practicable and, in any event, within one
hundred and twenty (120) calendar days after the close of each fiscal year of
Company, a copy of the annual audited report for such year for Company and its
Subsidiaries, including therein: (i) a consolidated statement of
stockholders equity and a consolidated statement of changes in financial
position of Company and its Subsidiaries for such fiscal year; (ii) a
consolidated income statement of Company and its Subsidiaries for such fiscal
year; and (iii) consolidated and consolidating (based upon business
segments) balance sheets of Company and its Subsidiaries as of the end of such
fiscal year, each setting forth in comparative form, if applicable, the
corresponding figures for the previous year, all in reasonable detail; the
consolidated income statements and balance sheets shall be audited by
independent, nationally recognized, certified public accountants, and certified,
without a going concern qualification or other qualification or
exception of similar gravity or any qualification arising out of the scope of
the audit, by such accountants to have been prepared in accordance with GAAP,
consistently applied, together with a certificate of such accounting firm to
Purchaser stating that, in the ordinary and usual course of the regular audit of
the business of Company and each of its Subsidiaries, which audit was conducted
by such accounting firm in accordance with generally accepted auditing
standards, such accounting firm has obtained no knowledge that an Event of
Default or an Unmatured Event of Default has occurred and is continuing, or if,
in the opinion of such accounting firm, an Event of Default or an Unmatured
Event of Default has occurred and is continuing, a statement as to the nature
thereof; provided, however, that such accountants shall not be liable by reason
of any failure to obtain knowledge of any such Event of Default or Unmatured
Event of Default that would not be disclosed in the course of their audit
examination; and stating that, based on their audit examination, nothing has
come to their attention which causes them to believe that the information
contained in the certificates delivered therewith pursuant to
Section 5.8(c) is not correct;

(c)   contemporaneously with each quarterly and year-end
financial report required by the foregoing paragraphs (a) and (b), a duly
executed Officers Compliance Certificate, executed by the chief financial
officer on behalf of Company and stating that the chief financial officer of
Company has individually reviewed the provisions of this Agreement, the
Ancillary Documents, and the Note (such certificate shall contain the
calculations and other details necessary to demonstrate Companys
compliance with Section 6.1), and that a review of the activities of
Company and each of its Subsidiaries during such year or quarterly period, as
the case may be, has been made by or under such individuals supervision,
with a view to determining whether Company has fulfilled all of its obligations
under this Agreement, the Ancillary Documents, and the Note, and that Company
has observed and performed each undertaking contained in this Agreement, the
Ancillary Documents, and the Note and that Company is not in default in the
observance or performance of any of the provisions hereof or thereof, or if
Company shall be so in default, specifying all such defaults and events of which
such individual may have knowledge or belief and stating the reasons for any
material variance from any Company prepared budget or projections;

(d)   promptly after sending or making available or filing of
the same, copies of all reports, agenda (and attachments), and minutes of the
meetings of the board of Company or any of its Subsidiaries which are sent or
made available to its (or their) directors, as such, and copies of all reports,
proxy statements, and financial statements that Company or any of its
Subsidiaries sends or makes available to its shareholders;

(e)   notice, as soon as possible and, in any event, within five
(5) calendar days after Company has knowledge, of: (i) the occurrence of
any Event of Default or any Unmatured Event of Default; or (ii) any default
or event of default as defined in any evidence of Debt of Company or any of its
Subsidiaries or under any agreement, indenture, or other instrument under which
such Debt has been issued or incurred, irrespective of whether such Debt is
accelerated or such default waived. In either event, Company shall also supply
Purchaser with a statement from Companys chief financial officer setting
forth the details thereof and the action which Company proposes to take with
respect thereto;

(f)   as soon as available, any written report pertaining to
material items in respect of Companys internal control matters submitted
to Company by its independent accountants in connection with each annual or
interim special audit of the financial condition of Company or its
Subsidiaries;

(g)   promptly, upon their becoming available, copies of any
orders in any proceedings to which Company or any of its Subsidiaries is a
party, issued by any Governmental Agency having jurisdiction over Company or any
of its Subsidiaries;

(h)   promptly upon becoming aware of any Persons overtly
seeking to obtain or overtly threatening to seek to obtain a decree or order for
relief with respect to Company or any of its Subsidiaries in an involuntary case
under any applicable bankruptcy, insolvency, or other similar law now or
hereafter in effect, a written notice thereof specifying what action Company or
such Subsidiary is taking or proposes to take with respect thereto;

(i)   promptly, copies of all amendments to the certificate or
articles of incorporation or bylaws of Company or any of its
Subsidiaries;

(j)   prompt notice of all legal or arbitral proceedings, and
all proceedings by or before any governmental or regulatory authority or agency,
affecting Company or any of its Subsidiaries, which, if adversely determined,
could reasonably be expected to have a material adverse effect on the business,
operations, Assets, prospects, or condition (financial or otherwise) of Company
and its Subsidiaries, taken as a whole, or on the timely payment of the
principal of or interest on the Note or the enforceability of this Agreement,
the Ancillary Documents, or the Note, or the rights and remedies of Purchaser
hereunder (unless in each case Company has made a determination that there is no
significant likelihood of such proceedings being adversely determined in a
material amount);

(k)   promptly, and in any event within thirty (30) calendar
days after the receipt thereof, a copy of any notice, summons, citation,
directive, letter, or other form of communication from the EPA, or any other
Governmental Agency, in any way concerning any action or omission on the part of
Company or any of its Subsidiaries in connection with Hazardous Waste or
Hazardous Substances, or concerning the filing of a Lien upon, against, or in
connection with Company, its Subsidiaries, or any of their Assets, in connection
with § 9507 of the Code;

(l)   immediate notice of any Event of Loss in excess of $20,000
(as defined in the Bank Credit Agreement);

(m)   the documents required to be delivered to the Banks under
Section 8.4(i) of the Bank Credit Agreement, at the same time they are
delivered to the Banks; and

(n)   promptly, such other information and data with respect to
Company or any of its Subsidiaries as from time to time may be reasonably
requested by Purchaser.

ARTICLE VINEGATIVE COVENANTS OF COMPANY

Company covenants and agrees that, until payment in full of the Note, it shall
and shall cause its Subsidiaries to perform each and all of the following:

6.1  Financial Covenants.

(a)   Leverage Ratio. The Company will not permit the Leverage
Ratio at any time during any period set forth in the table below to exceed the
ratio set forth opposite such period:

| | Period
Effective Date through June 30, 1999
July 1, 1999 through June 30, 2000
July 1, 2000 through June 30, 2001
July 1, 2001 and thereafter | Ratio
6.875:1.00
6.250:1.00
5.625:1.00
5.0:1.00
| | --------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------

(b)   Consolidated Adjusted Tangible Net Worth. Company will not
permit Consolidated Adjusted Tangible Net Worth at any time to be less than the
sum of (i) $32,000,000 plus (ii) fifty percent (50%) of positive
Consolidated Net Income for each fiscal quarter ending after April 1, 1998
(with no deductions for any quarter in which there is a net loss).

(c)   Total Debt Service Coverage. The Company will not permit
the ratio of (i) Consolidated Operating Cash Flow for any period of four
consecutive fiscal quarters, as measured on the last day of each fiscal quarter
(the Computation Date) to (ii) Consolidated Total Debt Service
for the period of four consecutive fiscal quarters ending on the Computation
Date (the Debt Coverage Ratio), to be less than 1.00:1.00

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

| | Period
Effective Date through December 31, 1999
January 1, 2000 through September 30, 2001
October 1, 2001 and thereafter | Ratio
1.00:1.00
1.20:1.00
1.40:1.00
| | ------------------------------------------------------------------------------------------------------------------------- | -----------------------------------

6.2  Restriction on Fundamental Changes. Company shall not
consolidate with or merge with or into any other person, or convey, transfer, or
lease its properties and assets substantially as an entirety to any Person,
unless: (i) either (A) Company shall be the continuing corporation, or (B)
the Person (if other than Company) formed by such consolidation or into which
Company is merged or which acquires by conveyance, transfer, or lease the
properties and assets of Company substantially as an entirety (1) shall be a
corporation, partnership, or trust organized and validly existing under the laws
of the United States or any state thereof, or the District of Columbia, and (2)
shall expressly assume the due and punctual payment of the principal of,
premium, if any, and interest on the Note, and the performance and the
observances of each of the covenants of this Agreement, on the part of Company
to be performed or observed; (ii) immediately after giving effect to such
transaction (treating any Debt not previously an obligation of Company or a
Subsidiary of Company which becomes an obligation of Company or a Subsidiary of
the Company in connection with or as a result of such transaction as having
being incurred at the time of such transaction), no Event of Default or
Unmatured Event of Default shall have occurred and be continuing; and
(iii) immediately after giving effect to such transaction, on a pro forma
basis, the Consolidated Tangible Net Worth of Company (in the case of clause
(A) of subsection (i) above) or such Person (in the case of
clause (B) of subsection (i) above) shall not be less than the
Consolidated Tangible Net Worth of Company immediately prior to such
transaction, except that:

(a)   This Section 6.2 shall not prohibit the Company and
its Subsidiaries from selling Assets in the ordinary and usual course of
business or by involuntary sale and selling or disposing of Assets of de minimis
value; and

(b)   Wholly-owned Subsidiaries of Company may be merged or
consolidated with each other or with Company so long as, in the latter case,
Company is the surviving corporation.

6.3  Investments. Company shall not and shall not permit any of
its Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, except:

(a)   Company and each of its Subsidiaries may make and own
Investments in:

(i)   marketable direct obligations issued or unconditionally
guaranteed by the government of Japan or the United States of America or issued
by any agency thereof and backed by the full faith and credit of Japan or the
United States of America, in each case maturing within one (1) year from the
date of acquisition thereof;

(ii)   marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within one (1) year from the date
of acquisition thereof and, at the time of acquisition, having the highest
rating obtainable from either Standard & Poors Corporation or
Moodys Investors Service, Inc.;

(iii)   commercial paper maturing no more than one (1) year
from the date of creation thereof and, at the time of acquisition, having the
highest rating obtainable from either Standard & Poors Corporation or
Moodys Investors Service, Inc;

(iv)   certificates of deposit, repurchase agreements, or
bankers acceptances maturing within one (1) year from the date of
acquisition thereof issued by any bank organized under the laws of the United
States of America or any state thereof or the District of Columbia which has
combined capital and surplus of not less than One Billion Dollars
($1,000,000,000); and

(v)   money market funds organized under the laws of the United
States of America or any state thereof that invest solely in any of the
Investments permitted under clauses (i), (ii), (iii), and (iv) of this
subsection (a).

(b)   Company and each of its Subsidiaries may maintain any
Investment extant on the date hereof, which Investments are set forth in the
Disclosure Statement;

(c)   Company and each of its Subsidiaries may, in the ordinary
and usual course of business consistent with past practices, maintain
Investments constituting commercial demand deposit accounts;

(d)    Company may maintain Investments in its Subsidiaries
existing as of the date hereof; and

(e)   Company may make Investments consisting of advances by the
Company to employees pursuant to the Loan Program provided that the aggregate
amount of such Investments shall not exceed, at any time, $2,000,000 plus the
amount of interest on any such loans added to principal.

6.4  Conduct of Business. Company shall not and shall not permit any
of its Subsidiaries to engage in any business other than the lines of businesses
in which they, taken as a whole, are engaged as of the Closing Date, the
business contemplated under the Stock Purchase Agreement and related documents
or any businesses or activities substantially similar or related thereto.

6.5  Partnerships. Except
as set forth in the Disclosure Statement, and except to the extent permitted by Section 6.3
hereof, Company shall not and shall not permit any of its Subsidiaries to become a
general or limited partner in any partnership or a joint venturer in any joint venture.

6.6  Margin
Regulation. No portion of the proceeds from the sale of the Note shall be used by Company
in any manner which might cause the sale of the Note, the application of such proceeds,
or the transactions contemplated by this Agreement to violate Regulations G, T, U, or X
of the Federal Reserve Board or any other regulation of such board or to violate the
Exchange Act.

6.7  Shareholders Agreement. Company
shall not and shall not permit any of its Subsidiaries to violate any provision
of the Shareholders Agreement among Company, Purchaser, and Hiromitsu
Ogawa.

ARTICLE VIIEVENTS OF DEFAULT

7.1  Events of Default. The occurrence of any
one or more of the following events, acts, or occurrences shall constitute an
event of default (Event of Default) hereunder:

(a)    Failure to Make Payments
When Due.

(i)    Company shall fail to pay any amount owing hereunder or
under the Note with respect to the principal of the Note when such amount is
due, whether at stated maturity, as a result of a mandatory repayment
requirement, by acceleration, by notice of prepayment, or otherwise, and such
failure shall continue for a period of seven (7) days after written notice
thereof; or

(ii)    Company shall fail to pay when due any amount owing
hereunder or under the Note with respect to interest or with respect to any
other amounts other than principal (including fees, costs, and expenses) payable
in connection herewith, and such failure shall continue for a period of seven
(7) days after written notice thereof; or

(b)    Breach of Certain
Covenants.

(i)   
Company shall fail to perform or comply fully with any covenant, term, or
condition contained in Article VI (other than Section 6.4); or

(ii)    Company shall fail to perform or comply fully with any
covenant, term, or condition contained in this Agreement or any of the Ancillary
Documents and such failure shall not have been remedied or waived within twenty
(20) calendar days after receipt of notice from any Noteholder of such failure;
provided, however, that this clause (ii) shall not apply to the covenants,
terms or conditions referred to in clauses (a), (c), and (d) of this
Section 7.1 or subpart (i) of this clause (b); or

(c)    Default in Other
Agreements.

(i)   
Company or any of its Subsidiaries shall default (as principle, guarantor, or
other surety) in the payment of any principal when due (subject to any
applicable notice or grace period), whether at stated maturity or otherwise, of
any monetary obligation with respect to (howsoever designated) any Debt having
an aggregate principal amount in excess of $1,000,000, whether such Debt now
exists or shall hereafter be created, including but not limited to any such
default under the Bank Credit Agreement; or

(ii)   
An event of default as defined in any mortgage, indenture, or any agreement,
document, or instrument evidencing any Interest Rate Protection Obligation of,
or instrument under which there may be issued, or by which there may be secured
or evidenced, any Debt of, or Debt guaranteed by, Company or any of its
Subsidiaries, in each case, in excess of $1,000,000, whether such Debt now
exists or shall hereafter be created, including but not limited to an Event of
Default as defined in the Bank Credit Agreement (but excluding Events of Default
based on Section 10 of the Bank Credit Agreement and not resulting in
acceleration), shall occur, as a result of which the holder or holders thereof
or of any obligations issued thereunder accelerate the maturity thereof;
or

(d)    Breach of Representation or
Warranty. Any financial statement, representation, warranty, or certification
made or furnished by Company under this Agreement or in any statement, document,
letter, or other writing or instrument furnished or delivered by or on behalf of
Company to any Purchaser pursuant to or in connection with this Agreement or as
an inducement to Purchaser to enter into this Agreement shall, at any time,
prove to have been materially false, incorrect, or incomplete in any material
respect when made, effective, or reaffirmed, as the case may be; or

(e)   
Involuntary Bankruptcy.

(i)   
If an involuntary case seeking the liquidation or reorganization of Company
under Chapter 7 or Chapter 11, respectively, of the Bankruptcy Code or
any similar proceeding shall be commenced against Company under any other
applicable law and any of the following events occur: (1) Company consents
to the institution of the involuntary case or similar proceeding; (2) the
petition commencing the involuntary case or similar proceeding is not timely
controverted; (3) the petition commencing the involuntary case or similar
proceeding is not dismissed within sixty (60) calendar days of the date of the
filing thereof; (4) an interim trustee is appointed to take possession of
all or a substantial portion of the Assets or to operate all or any substantial
portion of the businesses of Company; or (5) an order for relief shall have
been issued or entered therein; or

(ii)    A decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, custodian,
trustee, or other officer having similar powers over Company to take possession
of all or a substantial portion of the Assets of, or to operate all or a
substantial portion of the businesses of, Company shall have been entered and,
within sixty (60) calendar days from the date of entry, is not vacated,
discharged, or bonded against, or any similar relief shall be granted against
Company under any applicable federal or state law and, within sixty (60)
calendar days from the date of entry, is not vacated, discharged, or bonded
against; or

(f)    Voluntary Bankruptcy.
Company shall institute a voluntary case seeking liquidation or reorganization
under Chapter 7 or Chapter 11, respectively, of the Bankruptcy Code;
or Company shall file a petition, answer, or complaint or shall otherwise
institute any similar proceeding under any other applicable law, or shall
consent thereto; or Company shall consent to the conversion of an involuntary
case to a voluntary case; or Company shall consent or acquiesce to the
appointment of a receiver, liquidator, sequestrator, custodian, trustee, or
other officer with similar powers to take possession of all or a substantial
portion of the Assets of, or to operate all or a substantial portion of, the
businesses of Company; or Company shall generally fail to pay debts as such
debts become due or shall admit in writing its inability to pay its debts
generally; or Company shall make a general assignment for the benefit of
creditors; or the board of directors of Company (or any committee thereof)
adopts any resolution or otherwise authorizes, in writing, action to approve any
of the foregoing; or

(g)    Judgments and
Attachments.

(i)   
Company or any of its Subsidiaries shall suffer any money judgment, writ, or
warrants of attachment, or similar process involving payment of money, in an
aggregate amount in excess of One Million Dollars ($1,000,000) and such
judgment, writ, warrant, or similar process shall remain undischarged in
accordance with its terms and the enforcement thereof shall be unstayed and
either: (1) an enforcement proceeding shall have been commenced and be pending
by any creditor thereupon; or (2) there shall have been a period of thirty (30)
consecutive calendar days during which stays of such judgment, writ, warrant, or
similar process, by reason of pending appeals or otherwise, were not in effect;
or

(ii)   
A judgment creditor shall obtain possession of any of the Assets of Company or
its Subsidiaries, which Assets constitute a material portion of the Assets of
Company and its Subsidiaries, taken as a whole, by any means, including levy,
distraint, replevin, or self-help;

(h)    Dissolution. Any order,
judgment, or decree shall be entered decreeing the dissolution of Company and
such order shall remain undischarged or unstayed for a period in excess of
thirty (30) calendar days; or

7.2
Acceleration of Maturity; Rescission and Annulment. The following provisions of this
Section 7.2 are subject to the terms of the Subordination and Intercreditor Agreement.

(a)    Acceleration of
Maturity.

(i)   
If an Event of Default (other than an Event of Default specified in Sections
7.1(e) or 7.1(f)) occurs and is continuing, then and in every such case Required
Noteholders may declare the aggregate outstanding principal amount of the Note
to be due and payable immediately, by a notice in writing to Company and, if the
Bank Credit Agreement is in effect, to the Representative of the Senior Debt.
Upon any such declaration, such aggregate outstanding principal amount shall
become due and payable: (A) if the Bank Credit Agreement is not in effect or if
the declaration is based on an Event of Default under Section 7.1(a) or (b),
immediately; or (B) in other cases, upon the first to occur of:

(1)    an acceleration under the
Bank Credit Agreement (written notice of which Company shall give to Purchaser
immediately upon the occurrence thereof);

(2)    termination or expiration of a Remedy Blockage Period (as
defined in the Subordination and Intercreditor Agreement) then in effect, if
any; or

(3)    if no such Remedy Blockage Period is in effect, the
fifteenth (15th) day or, solely with respect to an Event of Default arising
under Section 7.1(b)(i), the forty-fifth (45th) day, as applicable, after
receipt by Company and by the Representative of the Senior Debt of such written
notice given hereunder;

unless (in the absence of an acceleration under the Bank Credit
Agreement), on or prior to such fifteenth (15th) day, forty-fifth (45th) day or last day
of such Remedy Blockage Period, as applicable, Company shall have discharged or paid in
full the Debt, if any, that is the subject of such Event of Default or otherwise cured the
default relating to such Event of Default and shall have given written notice of such
discharge, payment, or cure to Purchaser (which notice, in the case of an Event of Default
specified in Sections 7.1(c) or 7.1(g), shall be countersigned by the holders of the
Debt that is the subject of such Event of Default or by a Representative for such
holders).

(ii)   
If an Event of Default specified in Sections 7.1(e) or 7.1(f) occurs and is
continuing, then the aggregate outstanding principal amount of the Note shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Noteholders.

(b)    Rescission and
Annulment.

(i)   
At any time after such declaration of acceleration has been made and before a
judgment or decree for payment of the money due has been obtained by the
Noteholders, the Required Noteholders, by written notice to Company, may rescind
and annul such declaration and its consequences if:

(A)   
Company has paid or deposited with the Noteholders, in Dollars, a sum sufficient
to pay:

(1)    all overdue interest on the Note;

(2)    the principal of (and premium, if any, on) the Note which
have become due other than by such declaration of acceleration and interest
thereon at the rate set forth in the Note;

(3)    to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate set forth in the Note;

(4)    any other amount which has become due hereunder, under the
Note or any Ancillary Documents other than by such declaration of acceleration
and interest applicable thereon; and

(5)    all sums paid or advanced by each such Noteholder and the
reasonable compensation, expenses, disbursements and advances of each such
Noteholder, its agents, and counsel; and

(B)    all Events of Default, other than the non-payment of
principal of the Note which have become due solely by such declaration of
acceleration, have been cured or waived. No such rescission shall affect any
subsequent Default or impair any right consequent thereon.

(ii)    Notwithstanding the preceding paragraph, in the event of
a declaration of acceleration in respect of the Note because an Event of Default
specified in Section 7.1(c) or 7.1(g) shall have occurred and be
continuing, such declaration of acceleration shall be automatically annulled if
the Debt that is the subject of such Event of Default has been discharged or
paid in full or if the holders thereof have rescinded their declaration of
acceleration in respect of such Debt or have rescinded their notification to
sell or dispose of the Assets of Company or its Subsidiaries, as applicable, and
written notice of such discharge, payment, or rescission, as the case may be,
shall have been given to each of the Noteholders by Company and by the holders
of such Debt or by a Representative for such holders within thirty (30) calendar
days after such declaration of acceleration in respect of the Note and prior to
the sale or other disposition of any Assets of Company or its Subsidiaries and
no other Event of Default has occurred during such thirty (30) calendar day
period which has not been cured or waived during such period.

(c)    Effectiveness of Bank
Credit Agreement. Upon a determination by Company that the Bank Credit Agreement
is no longer in effect, Company shall promptly give each Noteholder written
notice thereof, which notice shall be countersigned by all of the holders of, or
the Representative of, the Senior Debt. Unless and until each Noteholder shall
have received such written notice with respect to the Bank Credit Agreement,
each Noteholder shall be entitled in all respect to assume that the Bank Credit
Agreement is in effect (unless each Noteholder shall have actual knowledge to
the contrary).

7.3  Suits for Enforcement. The following
provisions of this Section 7.3 are subject to the terms of the Subordination and
Intercreditor Agreement. At any time during the existence of an Event of Default
under this Agreement, the Noteholders may proceed to protect and enforce their
rights, either by suit in equity or by action at law, or both, whether for the
specific performance of any covenant, condition, or agreement contained in this
Agreement or in aid of the exercise of any power granted in this Agreement, or
proceed to enforce the payment of the Note or to enforce any other legal or
equitable right of the Noteholders. All payments received by any Noteholder
shall be applied, subject to the provisions of Article VIII, as follows: first,
to all costs and expenses (including reasonable attorneys fees) incurred
by the Noteholders in enforcing any Debt of Company hereunder or in collecting
any payments due hereunder, under the Note or under any Ancillary Document;
second, to accrued and unpaid interest on the Note; third, to the principal
amount of the Note outstanding; and fourth, to any other Debt of Company owing
to the Noteholders.

7.4  Modifications or Waivers Under Bank Credit
Agreement. In the event that Company shall seek a modification, amendment,
restatement, supplement, or waiver of the Bank Credit Agreement or any other
material agreement for the borrowing of money from, or the extension of credit
by, any institutional lender to which Company may be a party, Company shall,
simultaneously therewith, notify the Noteholders thereof and consult with the
Noteholders with respect thereto. Company shall have no obligation to obtain the
consent of the Noteholders to any such modification, amendment, restatement,
supplement or waiver except as may be required by the terms of the Subordination
and Intercreditor Agreement.

ARTICLE VIII

SUBORDINATION

The rights of the Noteholders under this Agreement are subordinate in
accordance with and subject to the terms of the Subordination and Intercreditor Agreement.

ARTICLE IX

PURCHASERS REPRESENTATIONS

9.1  Investment Representation. Purchaser hereby represents
that it is acquiring the Note for its own account and not with a view to the
public distribution or sale of same; provided, however, that, subject to
Section 11.8, the disposition of Purchasers Note shall at all times
be within its exclusive control. Purchaser further represents that it is
acquiring the Note with its general Assets and not with the Assets of any
separate account in which any employee benefit plan has any interest. As used in
this Section, the terms separate account and employee benefit
plan shall have the respective meanings assigned to them in ERISA.

9.2  Participation in the Note. Purchaser shall have the right
at any time to furnish one or more purchasers or potential purchasers of all or
any portion of such Purchasers Note, or of a participation interest
therein, with any and all information concerning Company or its Subsidiaries,
which has been supplied by Company to Purchaser, if such purchaser or potential
purchaser shall have agreed, in writing, to keep confidential any of such
information which Company reasonably claims, in writing, to be confidential,
other than: (a) information previously filed with any Governmental Agency
and available to the public; (b) information previously published in any
public medium, from a source other than, directly or indirectly, that Purchaser;
and (c) information previously disclosed by Company to any Person not
associated with Company without a confidentiality agreement substantially
similar to the terms of this Section 9.2. Nothing in this Section 9.2
shall be construed to create or give rise to any fiduciary duty on the part of
Purchaser to Company.

ARTICLE X
EXPENSES AND INDEMNITIES

10.1  Expenses. If the transactions
contemplated hereby shall be consummated, Company hereby agrees to pay on
demand: (a) the reasonable out-of-pocket costs and expenses of Purchaser
incurred in connection with the negotiation, preparation, and execution of this
Agreement, the Note, the Ancillary Documents, and all other agreements,
instruments and documents contemplated hereby and thereby, and any amendments,
modifications, restatements, consents, or waivers hereto or thereto;
(b) the cost of delivering the Note to Purchaser pursuant to the provisions
of this Agreement; (c) the reasonable fees, expenses, and disbursements of
counsel and consultants to Purchaser in connection with the negotiation,
preparation, reproduction, execution, and delivery of this Agreement, the Note,
the Ancillary Documents and all other agreements, instruments, and documents
contemplated hereby and thereby, and any amendments, modifications,
restatements, or waivers hereto or thereto; (d) filing, recording,
publication, search, and title fees paid or incurred by or on behalf of
Purchaser in connection with the transactions contemplated by, and the
administration of, this Agreement, the Note, and the Ancillary Documents;
(e) the reasonable out-of-pocket costs and expenses (including reasonable
attorneys fees and expenses) incurred by Purchaser to correct any default or to
enforce any provision of this Agreement, the Note, or any of the Ancillary
Documents, or any other document or instrument contemplated hereby or thereby;
and (f) the reasonable out-of-pocket costs and expenses (including reasonable
attorneys fees and expenses) incurred by Purchaser in connection with any
bankruptcy or other insolvency proceeding, reorganization, workout, composition,
or other creditor arrangement of Company or any of Companys Subsidiaries;
provided, however, that the fees, costs and expenses to be paid in connection
with clauses (a) through (d) hereof shall not exceed $30,000.00.

10.2  Indemnity. In addition to the payment of expenses
pursuant to Section 10.1, and irrespective of whether the transactions
contemplated hereby shall be consummated, Company hereby agrees to indemnify,
exonerate, pay, and hold harmless Purchaser, and any Noteholder, and the
officers, directors, employees, and agents of and counsel to Purchaser or such
Noteholders (collectively, the Indemnitees and individually, the
Indemnitee) from and against any and all liabilities, obligations,
losses, damages, penalties, actions, causes of action, judgments, suits, claims,
costs, expenses, of any kind or nature whatsoever, including the reasonable fees
and expenses of counsel to Indemnitees, in connection with any actual or
threatened investigative, administrative, or judicial proceeding (irrespective
of whether such Indemnitee shall be designated a party thereto) which may be
imposed on, incurred by, or asserted against such Indemnitee by any other Person
(other than Purchaser), in any manner relating to or arising out of this
Agreement, the use or intended use of the proceeds of the sale of the Note, or
the consummation of the transactions contemplated by this Agreement (the
Indemnified Liabilities); provided, however, that Companys
obligations to indemnify shall not extend to any losses, damages, liabilities,
actions, or claims arising as a result of the gross negligence, willful
misconduct, or unlawful conduct of an Indemnitee. Each Indemnitee shall promptly
notify Company of each event of which it has knowledge which may give rise to a
claim under the indemnification provisions of this Section 10.2. If any
investigative, judicial, or administrative proceeding arising from any of the
foregoing is brought against any Indemnitee, Company will resist and defend such
action, suit, or proceeding or cause the same to be resisted and defended by
counsel designated by Company (which counsel shall be reasonably satisfactory to
such Indemnitee). Such Indemnitee will use its best efforts to, cooperate in the
defense of any such action, suit, or proceeding. To the extent that the
undertaking to indemnify, pay, and hold harmless set forth in this Section 10.2
may be unenforceable because it is violative of any law or public policy,
Company shall make the maximum contribution to the payment and satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law.
The obligations of Company under this Section 10.2 shall survive the termination
of this Agreement and the discharge of Companys other obligations
hereunder.

ARTICLE XI

MISCELLANEOUS

11.1  Waivers; Modifications in Writing. No failure or delay on
the part of Purchaser or any Noteholder in exercising any right, power,
privilege, or remedy under this Agreement, the Note or any of the Ancillary
Documents shall impair or operate as a waiver thereof nor shall any single or
partial exercise of any such right, power, privilege, or remedy preclude any
other or further exercise thereof or the exercise of any other right, power,
privilege, or remedy. The waiver of any such right, power, privilege, or remedy
with respect to particular facts and circumstances shall not be deemed to be a
waiver with respect to other facts and circumstances. The remedies provided for
under this Agreement, the Note, or the Ancillary Documents are cumulative and
are not exclusive of any remedies that may be available to the Noteholders at
law, in equity, or otherwise. No amendment, modification, restatement,
supplement, termination, consent, or waiver of, or consent to any departure
from, any provision of this Agreement, the Note, or the Ancillary Documents
shall be effective unless the same shall be in writing and signed by or on
behalf of the Required Noteholders. Any amendment, modification, restatement,
supplement, termination, waiver, or consent effected in accordance with this
Section 11.1 shall be binding upon Purchaser, the holder at any time of the
Note, and Company to the extent that such Person or Persons have executed and
delivered same.

Any waiver of any provision of this Agreement, the Note, or the Ancillary
Documents, and any consent to any departure by Company from the terms of any
provisions of this Agreement, the Note, or the Ancillary Documents shall be
effective only in the specific instance and for the specific purpose for which
given. In any event, no notice to, or demand on, Company shall entitle Company
to any other or further notice or demand in similar or other circumstances. The
provisions of this Section 11.1 are solely for the benefit of Purchaser, the
Noteholders and their successors and assigns and are not intended to benefit
Company, its Subsidiaries, their Affiliates, their successors and assigns, or
any other Person.

11.2  Changes in Accounting Principles. (a) If any changes
in accounting principles from those used in the preparation of the financial
statements referred to in this Agreement are hereafter occasioned by the
promulgation of rules, regulations, pronouncements, or opinions of, or required
by, the Financial Accounting Standards Board or the American Institute of
Certified Public Accountants (or successors thereto or agencies with similar
functions), or there shall occur any change in Companys or any of its
Subsidiaries fiscal or tax years and, as a result of any such changes,
there shall result a change in the method of calculating any of the financial
covenants, negative covenants, standards, or other terms or conditions found in
this Agreement, or (b) if Company, for reasonable business purposes, shall
desire to change such accounting principles or the application thereof (which
change shall be consistent with accounting principles then in effect pursuant to
rules, regulations, pronouncements, or opinions of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants) and
such desired change would result in a change in the method of calculating any of
the financial covenants, negative covenants, or other terms and conditions found
in this Agreement, then the Noteholders and Company agree to enter into
negotiations in order to amend such provisions and the definition of
GAAP set forth in Section 1.1 so as to equitably reflect such
changes with the desired result that the criteria for evaluating the financial
condition and performance of Company and its Subsidiaries shall be the same
after such changes as if such changes had not been made.

11.3  Confirmation. Company and the Noteholders hereby agree
that, upon written request received from time to time by Company from any
Noteholder or by any Noteholder from Company, each will confirm to the other, in
writing, the aggregate unpaid principal amount then outstanding under the Note.
Each Noteholder hereby agrees, upon written request received by it from time to
time from Company, to make any Note held by it (including the schedule attached
thereto) available for reasonable inspection by Company at the office of such
Noteholder during such Noteholders regular business hours.

11.4  Notices. All notices, demands, instructions, and other
communications required or permitted to be given to, or made upon, any party
hereto shall be in writing and (except for financial statements and other
related informational documents to be furnished pursuant hereto which may be
sent by first-class mail, postage prepaid) shall be personally delivered or sent
by registered or certified mail, postage prepaid, return receipt requested, or
by prepaid telex, TWX, telefacsimile and shall be deemed to be given for
purposes of this Agreement on the day that such writing is received by the
Person to whom it is to be sent pursuant to the provisions of this Agreement.
Unless otherwise specified in a notice sent or delivered in accordance with the
foregoing provisions of this Section 11.4, notices, demands, instructions, and
other communications in writing shall be given to or made upon the respective
parties hereto at their respective addresses (or to their respective telex, TWX,
or telefacsimile numbers) indicated below their signatures hereto.

11.5  Transfers of Note. Purchaser agrees that it will not
transfer the Note to a competitor of the Company or an affiliate of any
competitor of the Company, without the written consent of the Company. Subject
to the foregoing sentence in the event that Purchaser shall transfer the Note,
it shall promptly advise Company of such transfer; provided, however, that
Company shall be entitled conclusively to assume that no transfer of the Note
has been made by any holder unless and until Company shall have received written
notice to the contrary. Each transferee of the Note shall take such Note subject
to the provisions of this Agreement and to any request made, waiver, or consent
given, or other action taken under this Agreement and the Ancillary Documents
prior to the receipt by Company of written notice of such transfer and, except
as expressly otherwise provided in such notice, Company shall be entitled
conclusively to assume that the transferee named in such notice shall thereafter
be vested with all of the rights and powers of the payee of such Note arising
under this Agreement, such Note, the Ancillary Documents, and the other
agreements referred to herein. The foregoing is not meant to abrogate or modify,
and is subject to, the provisions of Section 11.8. Notwithstanding anything in
this Agreement to the contrary, no transfer of the Note or any interest in the
Note shall be made except as permitted under the Subordination and Intercreditor
Agreement.

11.6  Headings, Date. Article and section headings used in this
Agreement and the table of contents preceding this Agreement are for convenience
of reference only and shall not constitute a part of this Agreement for any
other purpose or affect the construction of this Agreement. The date of this
Agreement is for reference purposes only, and is not necessarily the date it was
entered into.

11.7  Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties on separate counterparts,
each of which counterparts, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same Agreement. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto.

11.8  Assignment and Participation.

(a)    Subject to the limitations
set forth in the Subordination and Intercreditor Agreement, Purchaser may make
one or more assignments of its interests in the Note to one or more assignees.
Each such assignee shall become a party to this Agreement upon: (i) the
execution of an amendment to this Agreement or the execution of a supplemental
assignment and acceptance agreement with the Purchaser and the assignee; and
(ii) the notification of Company by the assigning Purchaser of the identity
of the assignee, the amount of the Note assigned and the effective date of the
assignment.

(b)    Subject to the limitations
of the Subordination and Intercreditor Agreement, Purchaser may grant one or
more participations in its interest in the Note; provided, however, that: (i)
Purchaser shall not grant a participation in the Note to a competitor of the
Company or an affiliate of any competitor of the Company, without the written
consent of the Company; (ii) any such grant of a participation will be made in
compliance with all applicable state or federal laws, rules, and regulations;
(iii) Purchaser shall not grant any participation under which the participant
shall have rights to approve any amendment to or waiver of this Agreement, the
Ancillary Documents, or the Note, except to the extent such amendment or waiver
would: (1) extend the due date for payment of any amount respecting the Note in
which such participant is participating; (2) reduce the interest rate or the
amount of principal or fees applicable to the Note in which such participant is
participating. In the case of any participation, the participant shall not have
any rights under this Agreement or any of the other documents entered into in
connection herewith (the participants rights against such Purchaser in
respect of such participation to be those set forth in the participation or
other agreement executed by Purchaser and the participant relating thereto) and
all Amounts payable to Purchaser hereunder shall be determined as if such
Purchaser had not sold such participation.

11.9  Governing Law. THIS AGREEMENT, THE NOTE, AND THE
ANCILLARY DOCUMENTS SHALL BE DEEMED TO HAVE BEEN MADE IN NEW YORK AND THE VALIDITY OF THIS
AGREEMENT, THE NOTE, AND THE ANCILLARY DOCUMENTS, AND THE CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT THEREOF, AND THE RIGHTS OF THE PARTIES THERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

11.10  Severability of Provisions. Any provision of this
Agreement, the Note, or the Ancillary Documents which is illegal, invalid, prohibited, or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such illegality, invalidity, prohibition, or unenforceability without
invalidating or impairing the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

11.11  Survival of Agreements, Representations, and Warranties.
All agreements, representations, and warranties made herein shall survive the
execution and delivery of this Agreement, the execution and delivery of the Note
and the Ancillary Documents, and the purchase of the Note.

11.12  Setoff. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, any Noteholder is hereby authorized by Company at any time or from time
to time, upon the occurrence and during the continuation of any Event of
Default, without notice to Company or to any other Person, any such notice being
hereby expressly waived to the extent it may lawfully be so waived, subject to
the terms of the Subordination and Intercreditor Agreement to set off or to
apply, any and all obligations of any kind at any time owing by such Noteholder
to or for the credit or the account of Company, against and on account of the
Debt of Company to such Noteholder under this Agreement and the Note, including
all claims of any nature or description arising out of or connected with this
Agreement, the Note, or the Ancillary Documents, and irrespective of whether
such Noteholder shall have made any demand under this Agreement.

11.13  Independence of Covenants. All covenants
under this Agreement shall be given independent effect so that if a particular
action or condition is not permitted by any one covenant, the fact that it would
be permitted by another covenant, by an exception thereto, or would otherwise be
within the limitations thereof, shall not avoid the occurrence of an Event of
Default or Unmatured Event of Default if such action is taken or condition
exists.

11.14  Complete Agreement. This Agreement,
together with the exhibits hereto, the Disclosure Statement, the Note, the
Subordination and Intercreditor Agreement, and the Ancillary Documents, is
intended by the parties hereto as a final expression of their agreement and is
intended as a complete statement of the terms and conditions of their agreement
with respect to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered.

| | CONTAINER APPLICATIONS
INTERNATIONAL, INC.,
a Nevada corporation
By:     
          Name:  Hiromitsu Ogawa
          Title:  Chairman
Address:   3 Embarcadero Center
                 Suite 1850
                 San Francisco, California 94111-3834
                 Telefacsimile: (415) 788-3430
INTERPOOL, INC.
a Delaware corporation
By:     
          Name:
          Title:
Address:   633 Third Avenue
                 17th Floor
                 New York, New York 10017
                 Telefacsimile:  (212) 687-8403
Designated bank accounts
(See Section 2.3(a)):
Account No. 14159-40082
CoreStates Bank, N.A.
Philadelphia, PA
ABA # 031 000 011
Acct. Name: Interpool Inc. Seg 3
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT A

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS
PERMITTED IN THE COMMISSIONERS RULES.

SUBORDINATED SECURED NOTE

|$________________ | ____________, 1998
|----------------- | ------------------

FOR VALUE RECEIVED, the undersigned, CONTAINER APPLICATIONS INTERNATIONAL,
INC., a Nevada corporation (the Company), hereby promises to pay to the order
of INTERPOOL, INC., a Delaware corporation (the Purchaser), at the office of
Purchaser at ________________ the principal sum of ___________ Dollars ($________), in
lawful money of the United States of America and in immediately available funds, in the
amounts and at the times provided by the Note Purchase Agreement hereinafter referred to,
and to pay interest on the unpaid principal amount from time to time outstanding on this
Note, at such office, in like money and funds, at the applicable rates and on the dates
provided in the Note Purchase Agreement.

This Note is given under the Note Purchase Agreement, dated April __,
1998, between the Company and Purchaser (the Note Purchase Agreement), and
evidences the loan made by Purchaser thereunder. Capitalized terms used in this Note have
the respective meanings assigned to them in the Note Purchase Agreement. This Note (or the
original Note exchanged, directly or indirectly, for this Note or the original Note which
this Note, directly or indirectly, replaced) was issued on the Funding Date.

Reference is made to the Note Purchase Agreement for provisions for
mandatory and optional prepayments of the principal of this Note and for the acceleration
of the maturity of this Note upon the occurrence of certain Events of Default specified
therein, and to the effect that the rate of interest which may be charged or collected by
Purchaser under the Note Purchase Agreement and this Note shall not exceed the maximum
rate permitted by applicable law.

This Note is secured by, among other things, a Security Agreement dated as
of April __, 1998, between the Company and Purchaser, as amended from time to time.

This Note is subordinated, to the extent and in the manner set forth in
that certain Subordination and Intercreditor Agreement dated as of _____________, 1998, as
amended from time to time, and described in Article VIII of the Note Purchase
Agreement, to the Senior Debt, as that term is defined in the Note Purchase
Agreement.

The amount and date of the loan made by Purchaser and all repayments of
the principal thereof shall be recorded by Purchaser in its records and, prior to any
transfer of this Note, endorsed by Purchaser on the reverse of this Note or on a schedule
attached to this Note or any continuation thereof; provided that any failure by Purchaser
to make any such endorsement shall not affect the obligations of the Company under the
Note Purchase Agreement and this Note.

Except as otherwise expressly provided in the Note Purchase Agreement, the
Company waives notice, presentment, demand, protest and any other notice or formality of
any kind with respect to this Note. This Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

| | CONTAINER APPLICATIONS
INTERNATIONAL, INC.
a Nevada corporation
By:     
          Title:
| | -----------------------------------------------------------------------------------------

NOTICE: Payment of principal and interest on the above note has been
subordinated to prior payment in full of the Senior Debt, as defined in the attached
Subordination and Intercreditor Agreement (the Agreement), in the manner and
to the extent set forth in the Agreement. A copy of the Agreement is attached to this note
for reference.

Principal Schedule

Date

Principal Added

Principal Paid

Principal Balance

Initials

EXHIBIT B

FORM OF PIK NOTE

EXHIBIT C

CERTIFICATE OF OFFICER OF
CONTAINER APPLICATIONS INTERNATIONAL, INC.

The undersigned hereby certifies:

1.     
The undersigned is the duly appointed and acting President of Container
Applications International, Inc. a Nevada corporation (the Company).
This certificate is delivered pursuant to Sections 3.1(b), 3.1(c),
3.1(d), 3.1(m), 3.1(n), and 3.1(q) of the Note Purchase Agreement
dated as of April 30, 1998 between the Company and Interpool, Inc. (the
Note Purchase Agreement). All terms defined in the Note Purchase
Agreement are used herein as defined therein.

2.     
All representations and warranties of the Company set forth in Article IV of the
Note Purchase Agreement are true and correct on and as of this date, as though
made on and as of this date.

3.     
All representations and warranties of the Company in the Security Agreement are
true and correct on and as of this date, as though made on and as of this
date.

4.      Attached hereto are calculations made by the
Company based on the balance sheet provided to Interpool, Inc., pursuant to
Section 3.1(n) of the Note Purchase Agreement by which the Company has
determined that it is in compliance with the financial covenants contained in
the Note Purchase Agreement which are applicable as of the Closing Date under
the Note Purchase Agreement.

5.      The undersigned is the duly appointed and
acting President of Container Applications International, Inc., a Nevada
corporation (the Company). This certificate is delivered pursuant to
Section 3.1(c) of the Note Purchase Agreement dated as of April 30,
1998 between the Company and Interpool, Inc. (the Note Purchase
Agreement). Terms defined in the Note Purchase Agreement are used herein
as therein defined.

6.      Proceeds from the sale of the Note under the
Note Purchase Agreement will be used for the following purposes in the following
amounts:

(i)   
$ to finance the acquisition of new marine containers;

(ii)   
$ to refinance containers already owned by the Company or leased by the
Company on a direct finance lease basis.

(iii)   
$ to repay all of the oustanding indebtedness of the Company in favor of
Mitsui.

Dated: April 30, 1998

| | CONTAINER APPLICATIONS
INTERNATIONAL, INC.
Name: Hiromitsu Ogawa
Title: President
| | ---------------------------------------------------------------------------------

EXHIBIT D

LEGAL OPINION OF COMPANY COUNSEL

SCHEDULE 3.1(hh)

SCHEDULE 4.28

SCHEDULE 4.32