# AMENDMENT NO. 1 TO
SHAREHOLDER'S AGREEEMENT

THIS
AMENDMENT NO. 1 TO SHAREHOLDER'S AGREEMENT ("Amendment") is entered
into as of March 29, 2002 among CONTAINER APPLICATIONS INTERNATIONAL, INC., a Nevada
Corporation (the "Company"), INTERPOOL, INC., a Delaware Corporation
("IP") and MR. HIROMITSU OGAWA ("Mr. Ogawa").

Section
l. Recitals of Fact.

The
Company, IP and Mr. Ogawa are parties to a Shareholder's Agreement dated as of
Apri129, 1998 (the "Shareholder's Agreement"). Capitalized terms used
herein which are not otherwise defined shall have the meaning given to such terms in the
Shareholder's Agreement.

In
connection with a proposed amendment to the Bank Loan Agreement, Fleet National Bank
(f/k/a BankBoston, N.A. and Fleet Bank, N.A.), a national banking association and the
other lending institutions from time to time party to the Bank Loan Agreement (the
"Banks") have requested that IP agree to extend the amortization schedule of the
subordinated note issued pursuant to the Note Purchase Agreement (the "Subordinated
Note").

Section
2. Extension of Required Principal Payments.

In
consideration for the agreements of the Company and Mr. Ogawa hereunder, IP agrees to
extend the amortization schedule of the Subordinated Note so that no payments of
principal on the Subordinated Note will be required until the date which is one (1) year
after the maturity of the Company's indebtedness under the Bank Loan Agreement (i.e.,
four (4) years after the closing of the proposed amendment to the Bank Loan Agreement).

Section
3. Agreements Regarding the Company's Board of Directors.

(a) The Company and Mr. Ogawa agree that
a special shareholder's meeting will be called within ten (10) days after IP
amends the Subordinated Note in compliance with Section 2 of this Amendment to
elect an additional director of the Company, to be nominated by IP (the
"Additional IP Director"). To the extent necessary, the Company's bylaws will be
amended to provide for such additional director.

(b) At such time as the Subordinated Note is
paid in full, and in the event the Additional IP Director is then remaining on
the Board, Mr. Ogawa shall be entitled to appoint an additional representative
to the Company's Board of Directors; it being the intent and understanding of
the parties that at such time Mr. Ogawa shall have representatives on the
Company's Board of Directors equal in number to the representatives of IP.

(c) The parties reaffirm their
understandings that directors of the Company are fiduciaries, who for so long as the
fair value of the Company's assets exceed the fair value of the Company's
indebtedness, are obligated to act in the best interest of the shareholders
rather than its creditors.

Section 4. Agreements Regarding
the Company's Chief Executive Officer.

The
parties acknowledge that notwithstanding the addition of a third
representative of lP on the Company's Board of Directors, Mr. Ogawa shall
continue as the Company's Chief Executive Officer and shall continue to exercise the
power currently exercised by him as Chief Executive Officer, including the exclusive right
to hire and fire employees of the Company in the ordinary course of business, it being
understood that the consent of the Board shall continue to be required for the following
actions:

(a) sale of capital equipment in material
quantities outside of the ordinary course of business;

(b) acquisitions of capital equipment
as established by the Board;

(c) incurrence of debt as established by the
Board;

(d) hiring or firing of a material number
of employees, including all officers.

Section 5. Other Requests by
Intetpool.

Mr. Ogawa agrees to enter into a
dialogue with IP within sixty (60) days as to relations between the Company
and IP, including the requests contained in paragraph's 2 through 7 of the
letter dated March 27, 2002 from Christopher N. Fermanis, Corporate Counsel to
IP, it being understood that (a) such dialogue shall not include any proposal
for the further impairment of the debt evidenced by the Subordinated Note; and
(b) no actions taken as a result of such dialogue shall result in the agreement
to further impair the debt evidenced by the Subordinated Note.

Section 6. Miscellaneous.

Except
as provided herein, the terms of the Shareholders Agreement shall continue in full force
and effect.

IN
WITNESS WHEREOF, this Amendment is entered into as of the date above set forth.

| | CONTAINER APPLICATIONS
INTERNATIONAL, INC.
By: 
INTERPOOL, INC.
By: 
Mr. Hiromitsu Ogawa
| | ----------------------------------------------------------------------------------------

Execution Copy

CONTAINER APPLICATIONS INTERNATIONAL, INC.SHAREHOLDERS AGREEMENT

SHAREHOLDERS
AGREEMENT dated as of Apri1 29, 1998 among CONTAINER APPLICATIONS INTERNATIONAL, INC., a
Nevada corporation (the "Company"), INTERPOOL, INC., a Delaware corporation
("IP"), and MR. HIROMITSU OGAWA ("Ogawa").

RECITALS

WHEREAS,
IP and Ogawa have entered into a stock purchase agreement dated as of January 31, 1998 (the
"Stock Purchase Agreement") with Mitsui & Co., Ltd. and Mitsui & Co.
(USA) Inc. (collectively, "Mitsui") providing for the purchase by IP and Ogawa
from Mitsui of certain shares of common stock of the Company for an aggregate
consideration of $12,501,945.53 (in the case of IP) and $248,054.47 (in the case of
Ogawa);

WHEREAS,
the transactions contemplated by the Stock Purchase Agreement are being consummated
simultaneously with entering into this Agreement;

WHEREAS,
simultaneously with entering into this Agreement, the parties are entering into the
following other agreements and transactions:

| | A. A subordinated note purchase agreement of
even date herewith (the "Note Purchase Agreement") providing for IP's purchase
from the Company of its Subordinated Secured Notes for an aggregate purchase
price of $33,650,000; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B. An intercreditor and subordination
agreement of even date herewith (the "Intercreditor Agreement") between IP and
The First National Bank of Boston, as agent under the Revolving Credit and Term
Loan Agreement dated as of [July 30, 1992] (as amended to the date hereof) (the
"Bank Loan Agreement") among the Company, The First National Bank of Boston, as
Agent and the Banks identified therein.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Stock Purchase Agreement, the Note Purchase Agreement, the Intercreditor
Agreement, this Agreement and the other agreements between the Company and IP
being entered into as of the date hereof are herein collectively referred to as
the "Related Agreements," and the transactions contemplated by the Related Agreements are
herein collectively referred to as the "Related Transactions."

WHEREAS,
in connection with the entry into the other Related Agreements and the Related
Transactions, the parties hereto wish to impose restrictions on the transfer of certain
shares, and to grant IP certain option rights, and to state the parties' agreement
with respect to certain claims that might otherwise be asserted against IP; and

WHEREAS,
the parties believe a Shareholders Agreement to be the means best suited to achieving
these objectives;

NOW,
THEREFORE, for good and valuable consideration the parties hereby agree as follows.

SECTION 1. DEFINITIONS.

1.1
As used in this Agreement, the following terms have the following meanings. Additional
capitalized terms are defined elsewhere in this Agreement.

Agreement:
This Shareholders' Agreement, as amended or supplemented from time to time in
accordance with its terms.

Competitor:
Any Person which engages, either directly or indirectly, in any business activity that
competes with any significant aspect of the business of leasing transportation equipment
in which IP is actively engaged at the time in question.

Covered
Shares: All Shares beneficially owned by Mr. Ogawa or IP as of the date of this
Agreement (whether such shares continue to be so owned or become owned by any direct or
remote transferee of or successor to Mr. Ogawa or IP), or any Shares distributed with
respect to or received in exchange for Covered Shares or into which Covered Shares have
been or may be converted; provided,however, that any Covered Shares
shall for all purposes cease to be Covered Shares (i) upon acquisition of such Covered
Shares by the Company or (ii) upon transfer of such Covered Shares pursuant to a
registration statement under the Securities Act or pursuant to Rule 144 (or any successor
rule) under the Securities Act.

Involuntary
Transfer: Any sale, assignment, transfer, exchange or other disposition arising
by operation of law including, without limitation, involuntary dissolution of a
non-individual shareholder and any sale to satisfy a judgment (except a judgment
specifically enforcing an agreement of sale or other transfer entered into by the
shareholder).

Optionee
Shareholder: With respect to any Shares beneficially owned by Mr. Ogawa as of
the date of this Agreement, IP, to the extent it holds Shares at the time in question, and
any direct or remote transferee of Shares previously owned by IP (whenever and however IP
acquired such Shares), or with respect to any Shares beneficially owned by IP as of the
date of this Agreement, Mr. Ogawa, to the extent he holds Shares at the time in
question, and any direct or remote transferee of Shares previously owned by Mr. Ogawa
(whenever and however Mr. Ogawa acquired such Shares).

Purchasing
Party: Any Person giving written notice under Section 3.4 hereof of intent to
purchase Covered Shares under an option granted by Section 3 hereof.

Ready
Fair Market Value: The value at which property is reasonably assured of being
sold, under then-current market conditions, within 6 months after the search for the buyer
commences, to a buyer fully informed as to the assets. liabilities, contingent
liabilities. opportunities and risks associated with such property. In the case of stock,
it shall be determined by allocating the Ready Fair Market Value of the corporation as a
whole among its outstanding shares, on a fully diluted basis, according to their
respective rights, without any minority interest or illiquidity discount. The Ready Fair
Market Value of a corporation shall be based on an assumed sale of all its outstanding
stock, on a fully diluted basis, coupled with the simultaneous refinancing of all its
outstanding subordinated indebtedness.

Securities
Act: The Securities Act of 1933, as amended.

Selling
Shareholder: Any holder of Covered Shares who has given an Offer Notice
pursuant to Section 3.2 or with respect to whom a Triggering Event has occurred, or the
legal representative of such holder.

Shares: Shares of the Company's common stock, no par value, as the same may be
constituted from time to time.

Transfer:
A Voluntary Transfer or Involuntary Transfer.

Triggering
Event:As defined in Section 3.3 hereof.

Voluntary
Transfer: Any sale, assignment, transfer, exchange or other disposition which
did not arise by operation of law; and shall include, without limitation, a sale for cash,
obligations or any other property or services, a hypothecation, the exercise of a right of
foreclosure under a power of sale granted in connection with a hypothecation, a transfer
or allocation in connection with a dissolution of marriage., a transfer pursuant to an
order specifically enforcing an agreement of sale or other transfer entered into or any
actual holder of the subject Shares and, in the case of a entity which is a holder of
Shares, any distribution to shareholders, partners, beneficiaries or other holders
of beneficial interests in such entity and any change in ownership resulting from a merger
or other reorganization of such entity; provided, however, that a transfer of shares to an
affiliate or family member of the transferor who agrees to comply with the provisions of
this Agrement applicable to the transferor shall not be deemed a voluntary transfer.

SECTION 2. CERTAIN RIGHTS OF MR. OGAWA

2.1
Right to Require Valuation. If the Company shall not have effected an
initial public offering of its common stock prior to the fifth anniversary of the date of
this Agreement, then at any time thereafter (until the Company effects an initial public
offering). Mr. Ogawa shall have the right (exercisable not more than once in any 12-month
period) to require that a determination be made of the Fair Market Value of the
Company's common equity in accordance with this Section 2.1. Such right shall be
exercised by delivery of a written notice (a "Valuation Notice") to IP and the
Company. The Fair Market Value of the Company shall be such fair market value as is
determined by mutual agreement of Mr. Ogawa and IP or, if Mr. Ogawa and IP do not so agree
within 30 days following delivery of the Valuation Notice, such fair market value as is
determined by a reputable investment banking or appraisal firm with valuation expertise in
the Company's industry selected by mutual agreement of IP and Mr. Ogawa (the
"Appraiser"). The Company shall engage the Appraiser and shall request the
Appraiser to deliver its written report as to the Fair Market Value of the Company's
common equity to the Company, Mr. Ogawa and IP within 60 calendar days from selection of
the Appraiser. The fees and expenses of the Appraiser will be bome by the Company. The
Appraiser's determination of such fair market value shall be final.

2.2
Right to Require Initial Public Offering. Following a determination of Fair Market
Value in accordance with Section 2.1, unless IP shall, within 30 days after determination
of such Fair Market Value, make a written offer to Mr. Ogawa to purchase all (but not less
than all) the Covered Shares owned by Mr. Ogawa at a cash purchase price equal to 50% of
the Fair Market Value of the Company as so determined, Mr. Ogawa shall have the right,
exercisable by written notice to the Company and IP at any time within 90 days following
the end of such 30-day period, to require the Company to take the necessary steps to
register the Covered Shares owned by Mr. Ogawa (or any portion of such Covered Shares
specified by Mr. Ogawa) for sale in a public offering pursuant to the Securities Act. If
Mr. Ogawa exercises such right, the Company shall (i) proceed, as expeditiously as
practicable, to cause a registration statement for such Covered Shares to be prepared,
filed with the Securities and Exchange Commission and to become effective, and (ii) to
engage a reputable investment banking firm selected by Mr. Ogawa to effect a public
offering of such shares through such distribution method as Mr. Ogawa may reasonably
request, and (iii) take such other actions (including engaging counsel and accountants) as
may be customary in connection with the exercise of registration rights by a principal
shareholder. The Company shall bear all expenses of such registration of Mr. Ogawa's
covered shares (other than underwriting or brokerage commissions with respect to the
shares actually sold).

2.3
Cooperation by IP. In the event that Mr. Ogawa at any time desires,
following the fifth anniversary of the date of this Agreement, to sell the Covered Shares
owned by him to a third party, IP shall, if requested by Mr. Ogawa, provide reasonable
assistance to Mr. Ogawa in attempting to identify a third party which might be willing to
purchase such shares in accordance with the provisions of Section 3 of this Agreement.

SECTION 3. TRANSFER
RESTRICTIONS; PURCHASE OPTIONS.

3.1 Consent Reouired for
Voluntary Transfer; Transfer to Competitor Prohibited.

(a) No Voluntary Transfer of any interest in
any Covered Shares shall be made, or be valid for any purpose, for a period of
five (5) years from the date of this Agreement, unless (i) in the case of a
transfer of Covered Shares owned on the date hereof by IP. Mr. Ogawa (or any
permitted transferee of Mr. Ogawa holding a majority of the shares owned by Mr.
Ogawa as of the date hereof) gives his prior written consent thereto or (ii) in
the case of a transfer of Covered Shares owned on the date hereof by Mr. Ogawa,
IP (or any permitted transferee of IP holding a majority of the shares owned by
IP as of the date hereof) gives its prior written consent thereto. In
considering any request for such consent, the parties may give consideration to
any business factors they judge to be relevant, including without limitation
whether the proposed Voluntary Transfer will reduce the incentive of the
transferor to use his or its maximum efforts for the success of the Company.
Notwithstanding the foregoing, Covered Shares may be transferred to an affiliate
or immediate family member of the transferor, provided that such affiliate or
immediate family member agrees to be bound by this Agreement to the same extent
as the transferor.

(b) No Voluntary Transfer to a Competitor of
any interest in any Covered Shares shall be made at any time, or be valid for
any purpose.

3.2
Purchase Option Arising From Proposed Transfer. Any Person who desires
to make a Voluntary Transfer of any Covered Shares (a "Transferor") shall give
prompt notice (an "Offer Notice") to the Company and the Optionee Shareholder of
the intent to make such Transfer, which Offer Notice shall include the number of Covered
Shares which are the subject of the proposed Transfer and the terms of such proposed
Transfer, including the amount and type of consideration to be paid for such Covered
Shares. Such Offer Notice shall also identify the parties who may purchase the Covered
Shares from the Transferor. Following the receipt of an Offer Notice, the Company, and
then the Optionee Shareholder, shall have an option to purchase the Covered Shares
identified in such Offer Notice upon the terms set forth in this Section 3. Nothing in
this Section 3.2 shall affect the consent requirement stated in Section 3.1, and the
granting of any consent under Section 3.1 shall not affect the rights arising under this
Section 3.2.

3.3
Other Events Triggering Purchase Option. Upon the occurrence of any of the
following events (each a "Triggering Event") with respect to a holder of Covered
Shares (the "Affected Party"), the Company, and then the Optionee Shareholder,
shall have the option to purchase all the Covered Shares beneficially owned by the
Affected Party (or, in the case of clause (a) below, the Covered Shares that were the
subject of the Involuntary Transfer) upon the terms set forth in this Section 3:

| | (a) The Involuntary Transfer of Covered
Shares by the Affected Party;
          (b) The death or dissolution of the Affected
Party;
          (c) The appointment of a conservator for the
Affected Party;
          (d) The commencement
of any case, proceeding or other action by or against the Affected Party seeking
to have an order of relief entered to adjudicate the Affected Party a bankrupt
or insolvent, seeking reorganization, adjustment or composition of the party's
debts, or seeking the appointment of a trustee, custodian or other similar
official for the Affected Party or for all or any substantial part of the
Affected Party's property; provided, however, that any such case, proceeding or
other action initiated by a third party against the Affected Party shall not
become a Triggering Event unless such case, proceeding or other action remains
undismissed for 120 days;
          (e) The commission
by the Affected Party of a felony or an act involving fraud or moral turpitude
which relates to the Company, reflects in a materially adverse manner on the
Company or otherwise materially and adversely affects the Company.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

An
Affected Party shall give prompt notice (a "Triggering Event Notice") to the
Company and the other parties to this Agreement of the occurrence of any Triggering Event,
and if such Triggering Event Notice is not promptly given, any other party having
knowledge of such Triggering Event may give a Triggering Event Notice. The Triggering
Event Notice shall describe the Triggering Event, the Persons involved, and the nature and
terms of any Transfer in connection with such event.

3.4
Manner of Exercise. Any option granted by this Section 3 shall be exercised
in the following manner.

(a) Time for Exercise and Tender of
Purchase Price. If the Company wishes to purchase any Covered Shares
pursuant to an option granted under this Section 3, the Company shall, within 30
days after the date the Offer Notice or the Triggering Event Notice is given to
the Company (the "Company Option Period"), give written notice to the Selling
Shareholder and the Optionee Shareholder specifying the number of Covered Shares
the Company intends to purchase.

If
the Company does not give written notice to the Selling Shareholder of the intent to
purchase all Covered Shares made available under the option, the Company shall, within
three days after the expiration of the Company Option Period, notify the Optionee
Shareholder of the option to purchase the Covered Shares which are available under the
option and are not proposed to be purchased by the Company. In the event the Optionee
Shareholder wishes to exercise the option, the Optionee Shareholder shall, within 60 days
after the expiration of the Company Option Period (the "Shareholder Option
Period"), give written notice to the Selling Shareholder and the Company specifying
the number of the Covered Shares available under the option the Optionee
Shareholder intends to purchase. If the Optionee Shareholder gives notice pursuant to this
Section 3.4(a), the Optionee Shareholder may not withdraw or amend such notice except as
provided below.

If
the total number of Covered Shares specified in all wririen notices under this Section
3.4(a) received by the Selling Shareholder before the expiration of the Shareholder Option
Period does not equal or exceed the total number of Covered Shares available under the
option, the Selling Shareholder shall within three days after the expiration of the
Shareholder Option Period give written notice of this fact to all Purchasing Parties. In
such case, any Purchasing Party may within six days after the expiration of the
Shareholder Option Period increase the number of Covered Shares the party intends to
purchase.

After
the expiration of such additional six-day period for the submission of new notices, the
Selling Shareholder shall give written notice to the Purchasing Parties of the total
number of Covered Shares offered to be purchased in the notices received by the Selling
Shareholder. If such number equals or exceeds the number of Covered Shares available under
the option, such notice by the Selling Shareholder shall create a separate and enforceable
contract between the Selling Shareholder and each Purchasing Party for the sale and
purchase of the number of Covered Shares allocated to such Purchasing Party under Section
3.4(b) below on the terms specified in Section 3.7 below. No sale of shares shall be
required hereunder unless the Purchasing Parties collectively elect to purchase all of the
shares made available under the option.

(b) Allocation of Covered Shares. If
the number of Covered Shares offered to be purchased in all notices under
Section 3.4(a) hereof equals the number of Covered Shares available under the
option, each Purchasing Party shall be allocated a number of Covered Shares
equal to the number of Covered Shares specified in such Purchasing Party's
latest notice to the Selling Shareholder.

If
the number of Covered Shares offered to be purchased under the option exceeds the number of
Covered Shares available under the option, Covered Shares shall be allocated to the
Purchasing Parties as follows:

| | (i)
               The Company shall be allocated the number of Covered Shares specified in
               its notice; and
| | --------------------------------------------------------------------------------------------------------------------------

| | (ii)
               Any Covered Shares not purchased by the Company shall be allocated to the other
               Purchasing Party.
| | ------------------------------------------------------------------------------------------------------------------------------------

(c) Effect of Failure to Exercise
Option. In the case of a proposed Voluntary Transfer, if at the end of the
sixth day after the expiration of the Shareholder Option Period, the total
number of Covered Shares specified in all notices received by the Selling
Shareholder is less than the total number of Covered Shares available under the
option, the Selling Shareholder shall have the right to commence discussions
regarding a purchase of the Covered Shares described in the Offer Notice with
any potential purchaser identified in the Offer Notice or any other potential
purchaser named in a subsequent written notice from the Selling Shareholder to
the Company and the other parties to this Agreement (a "Purchaser Identification
Notice"); provided, however, that the Selling Shareholder shall not enter into
such discussions with any potential
purchaser identified in the Offer Notice or a Purchaser Identification Notice if, within
14 days after receipt of the Offer
Notice or the Purchaser Identification Notice, the Company or the Optionee
Shareholder reasonably advises the Selling Shareholder in writing that such potential
purchaser is not acceptable as a purchaser of Covered Shares and states the basis for such
objection. Thereafter, the Selling Shareholder may make a Transfer of all (but not less
than all, except to the extent tag-along rights are exercised pursuant to Section 3.7 of
this Agreement) of such Covered Shares to any purchaser identified in the Offer Notice or
in a Purchaser Identification Notice (excluding any such purchaser as to which objection
is made as described in the proviso to the preceding sentence) upon the terms set forth in
the Offer Notice (or other terms that are in no respect more favorable to such purchaser
than the terms set forth in the Offer Notice), provided that (i) the Selling Shareholder
and such purchaser fully comply with the tag-along provisions of Section 3.7 below, (ii)
such Transfer is consummated within 90 days after the expiration of the Shareholder Option
Period, and (iii) the transferee executes a counterpart of this Agreement. Any Shares thus
transferred shall remain Covered Shares, as set forth in Section 7. If no such Transfer to
that transferee is consummated within such 90 day period, such Covered Shares of the
Selling Shareholder shall remain subject to all restrictions, terms and conditions of this
Agreement.

In
the case of an Involuntary Transfer, if at the end of the sixth day after the expiration
of the Shareholder Option Period the total number of Covered Shares specified in all
notices received by the Selling Shareholder is less than the total number of Covered
Shares available under the option, then the Selling Shareholder shall not be obligated to
sell the Covered Shares under this Section 3 on account of such Involuntary Transfer, but
this Agreement shall continue to apply to the Covered Shares.

3.5
Exercise Price and Terms of Purchase Option. The total purchase price and
other terms to be paid on exercise of an option granted under this section shall be
determined as follows:

(a) In the case of an option arising from
the giving of any Offer Notice in accordance with Section 3.2, the purchase
price and other terms shall be as set forth in such Offer Notice.

(b) In the case of an option arising from
the occurrence of a Triggering Event, the purchase price (which shall be payable
in cash) shall be the Fair Market Value of one Share at the time of the
Triggering Event multiplied by the number of shares being purchased. The parties
to the transaction will use their best efforts to agree upon such Ready Fair
Market Value within 10 days after the expiration of the Shareholder Option
Period. If the parties cannot agree on a value within such 10 days, the parties
shall accept the determination of an appraiser appointed by the San
Francisco branch of the American Arbitration Association.

3.6
Time and Manner of Payment. Closing of all purchases of Covered Shares under
any option granted under this Section 3 shall occur on the 30th day after the later of (i)
expiration of the Shareholder Option Period, and (ii) the date of any report by an
appraiser appointed pursuant to Section 3.5(b) above. On such date, each Purchasing Party
shall tender the purchase price for all Covered Shares to be purchased by it under the
option, and the Selling Shareholder shall deliver to each Purchasing Party the
certificates representing such Covered Shares along with any signatures, endorsements
and/or documents necessary to transfer good title to such Covered Shares. The failure of
any party to satisfy its obligations under this Section 3.6 as to any particular
transaction shall not affect the enforceability of any other transaction.

3.7
Tag-Along Right. In the event that, following compliance with Section 3.4(c), a
Selling Shareholder reaches agreement with a non-affiliate named in the Offer Notice or a
Purchaser Identification Notice (the "Third Party Purchaser") for such Third
Party Purchaser to purchase any Covered Shares, such Selling Shareholder shall deliver a
written notice (a "Tag-Along Invitation Notice") of such agreement to the Company
and the Optionee Shareholder. The Tag-Along Invitation Notice shall specify (A) the name
and address of the Third Party Purchaser, (B) the consideration to be paid for such
Covered Shares and (C) all other material terms and conditions of such agreement. The
Optionec Shareholder may elect to participate in the sale of Covered Shares to the Third
Party Purchaser on the terms and conditions stated in this Section 3.7 by giving a written
notice (the "Tag-Along Acceptance Notice") to the Selling Shareholder within 20
days after receipt of the Tap Along Invitation Notice. In the event that the Optionee
Shareholder gives a Tag-Along Acceptance Notice, the Optionee Shareholder shall have the
right to sell to the Third Party Purchaser, on the terms and conditions stated in the
Tag-Along Invitation Notice, the number of Covered Shares owned by the Optionee
Shareholder specified in the Tag-Along Acceptance Notice, but not more than that portion
of the Covered Shares owned by the Optionee Shareholder which is equal to the product
obtained by multiplying (i) the total number of Covered Shares which the Third Party
Purchaser has agreed to purchase from the Selling Shareholder by (ii) the Optionee
Shareholder's total percentage interest in the issued and outstanding Covered Shares.
Within ten days after its receipt of a Tag Along Acceptance Notice, the Selling
Shareholder shall notify the Optionee Shareholder of the date on which the sale of Covered
Shares to the Third Party Purchaser will be consummated, which shall be no later the later
of (A) 30 days after delivery of the Tag Along Acceptance Notice and (B) the satisfaction
of any governmental approval or filing requirements applicable to the sale. The Optionee
Shareholder electing to participate in the sale: to the Third Party Purchaser in
accordance with this Section may effect its participation by delivery to the Third Party
Purchaser, or to the Selling Shareholder for delivery to the Third Party Purchaser, of
one or more certificates, properly endorsed for transfer or with duly executed stock
powers attached, representing the Covered Shares that the Optionee Shareholder has elected
to sell. At the time of consummation of the sale of Covered Shares to the Third Party
Purchaser, the Third Party Purchaser shall remit directly to the Optionee Shareholder that
portion of the sale proceeds which the Optionee Shareholder is entitled by reason of its
participation therein.

3.8
Insurance. In order to facilitate any exercise (in its sole discretion) of an
option granted to the Company under this Section 3 upon any death of Mr. Ogawa, the
Company shall purchase and maintain term life insurance in an amount of at least
$1,000,000 or its equivalent on his life for the purpose of funding the purchase of all or
any portion of Mr. Ogawa's Covered Shares pursuant to an option granted by this
Section 3. The Company shall be the sole owner and named beneficiary of such policy, and
neither Mr. Ogawa nor his successors shall have any right or interest therein.

3.9
Termination. The obligations and rights of the parties under this Section 3
shall terminate upon the written agreement of IP, the Company, and all holders of Covered
Shares. The right of any party to purchase any Covered Shares pursuant to the exercise of
the option set forth in Section 3.2 or 3.3 shall terminate upon any material breach of
this Agreement by such party.

Notwithstanding
the foregoing, nothing herein shall be construed as limiting the rights of any party under
this Agreement arising from the breach of any term hereof. No termination of this Section
3 shall affect any other provision of this Agreement.

3.10
Non-Competition Agreement by Mr. Ogawa Upon His Sale of Covered Shares. In
the event that Mr. Ogawa transfers a majority of the Covered Shares owned by him on the
date of this Agreement to a third party in accordance with the provisions of this Section
3, IP (or any permitted transferee of IP) and/or the Company shall have the option.
exerciseable within 30 days of the transfer, to require Mr. Ogawa to enter into a
reasonable non-competition agreement with the Company which provides that, in return for
payments of $250,000 per year for a two-year period, Mr. Ogawa will be prohibited from
becoming, or being in any way associated (as officer, director, partner, shareholder or in
any other capacity) with, a Competitor at any time during such two-year period.

|SECTION 4. | ELECTION OF NOMINEES TO THE COMPANY'S BOARD AND APPROVAL REQUIREMENT
FOR CERTAIN ACTIONS.
|---------- | -----------------------------------------------------------------------------------------

4.1 Nomination; Voting.

(a) Subject to Section 4.1(b), at
any election of the Company's board of directors, whether at a meeting of
shareholders or by written consent of shareholders, each of the Company's
shareholders agrees to vote all shares owned by such shareholder for the
election as directors of an equal number of individuals nominated by IP (or any
permitted transferee of IP under this Agreement) and directors nominated by Mr.
Ogawa (or any permitted transferee of Mr. Ogawa under this Agreement).
Initially, there shall be two directors nominated by IP and two directors
nominated by Mr. Ogawa. Subject to Section 4.1(b), if the board of directors
should at any time not include an equal number of directors nominated by IP (or
such permitted transferee) and directors nominated by Mr. Ogawa (or such
permitted transferee), each of the Company's shareholders agrees to take all
such action as may be necessary (including, but not limited to, the holding of a
shareholders meeting for the purpose of filling any vacancy that may then exist)
in order that the Board of Directors shall include an equal number of directors
nominated by IP (or such permitted transferee) and directors nominated by Mr.
Ogawa (or such permitted transferee).

(b) If at any time a Specified Event shall
occur at a time when individuals nominated by IP (or any permitted transferee of
IP under this Agreement) do not constitute a majority of the board of directors
of the Company, then the Company's shareholders shall, upon the request of IP
(or such permitted transferee), take all such action as may be necessary
(including, but not limited to, the holding of a shareholders meeting for the
purpose of increasing the number of directors and filling the vacancy thereby
created) in order that the Board of Directors shall, so long as such Specified
Event continues to exist, include a sufficient number of individuals nominated
by IP (or such permitted transferee) such that individuals nominated by IP (or
such permitted transferee) shall constitute a majority of the board of
directors. As used herein, "Specified Event" means (i) the occurrence of an
Event of Default under the Note Purchase Agreement or the related Subordinated
Secured Notes (other than a non-payment Event of Default also constituting an Event
of Default under the Company's bank credit agreement, if the lenders under the
Company's bank credit agreement execute a written waiver of such Event
of Default and the consequences thereof), (ii) the giving of a payment
blockage notice with respect to the Subordinated Secured Notes by the agent
under the Company's bank credit agreement, or (iii) the making of any additional
advance to the Company pursuant to the Note Purchase Agreement.

(c) Without limitation on the other remedies
available for the breach of this Section 4.1 or of the other provisions of this
Agreement, the parties to this Agreement shall be entitled to specific
performance of this Section 4.1 in the event of any actual or threatened breach
of this Section 4.1.

4.2
Termination of Duty. The obligations of the shareholders under Section 4.1
shall terminate upon the occurrence of the earliest of the following dates or events:
(i) IP's acquisition of more than 50% of the outstanding voting stock of the Company
or (ii) Mr. Ogawa's acquisition of more than 50% of the outstanding voting stock of
the Company. No termination of such obligations shall affect any other provision of this
Agreement.

4.3
Approval Requirements for Certain Board Actions.

(a) No action listed below in this paragraph (a) may
be taken by the Company without the affirmative vote or written consent of all
directors then in office. The actions to which this paragraph (a) applies are the
following:

| | (1) any amendment of
the Company's Articles of Incorporation or Bylaws (other than to increase the
authorized number of directors in accordance with Section 4.1);
          (2) the declaration
or payment of any dividend or other distribution in respect of, or the purchase
or redemption of, any shares of the Company's capital stock of any class or any
options, warrants, or conversion or other rights to purchase or otherwise
acquire any such shares or any securities convertible into or exchangeable for
such shares;
          (3) the issuance or
sale of any shares of capital stock of any class or any options, warrants or
conversion or other rights to purchase or otherwise acquire any such shares or
any securities convertible into or exchangeable for such shares;
          (4) the dissolution,
liquidation or reorganization of the Company, or any merger or consolidation of
the Company with another corporation or enterprise; and
          (5) the entering
into of any material contract, arrangement or transaction granting any rights or
licenses under any trademarks, tradenames, patent rights or trade secrets or any
termination, extension or amendment thereto;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b) No action listed below in this paragraph
(b) may be taken by the Company without the affirmative vote or written consent
of at least one director then in office who was nominated by IP. The actions to
which this paragraph (b) applies are the following:

| | (1) the filing by
the Company of a petition or application to any tribunal for, or the Company's
consenting to, the appointment of, or taking possession by, a trustee, receiver,
custodian, liquidator or similar official, of the Company or any substantial
part of its assets, or the commencement of a voluntary case under the bankruptcy
law of the United States, or any proceeding relating to the Company under the
bankruptcy law of any other jurisdiction;
          (2) the sale (other
than the sale of assets pursuant to purchase options contained in leases of such
assets in the ordinary course of business), lease (other than the lease of
assets in the ordinary course of business), transfer, mortgage, pledge,
encumbrance or other disposition of any portion of the business, assets or
properties of the Company having a book or market value of more than $100,000 or
its equivalent, or the entering into of any agreement, commitment or other
arrangement therefor;
          (3) the acquisition
or lease of any assets or properties having a price or market value of more than
$100,000 or its equivalent, or the entering into of any agreement, commitment or
other arrangement therefor, except for the procurement of containers pursuant to
a Company business plan approved in advance by the Company's board of directors,
with the affirmative vote or consent of at least one director nominated by IP;
          (4) any investment
in any other corporation, partnership, joint venture or other person, or any
loan or other extension of credit (other than by lease as permitted hereby), or
the entering into of any agreement, commitment or other arrangement therefor;
          (5) the incurring or
guarantee of any indebtedness (other than (i) indebtedness incurred under the
Note Purchase: Agreement or the Bank Credit Agreement as in effect on the date
of this Agreement. (ii ) indebtedness relating to capital expenditures
previously approved by the Board of Directors, and (iii) up to $100.000 in
principal amount of other indebtedness incurred during any fiscal year;
          (6) the
forgiveness or cancellation of any debts or claims (other than forgiveness
agreements with lessees affecting less than $100,000 of indebtedness and entered
into in the ordinary course of business);
          (7) the entering
into of any agreement, commitment or other transaction of which performance
will not be completed within one year or which has a contract value exceeding
$100.000 or its equivalent (other than leases of assets in the ordinary course
of business) or any termination, extension or material amendment thereto;
          (8) the entering
into of any employment contract with any officer, director or management
employee or any termination, extension or material amendment thereto;
          (9) determination of
or change in the compensation paid to any officer, director or management
employee (other than increases in compensation for employees whose annual
compensation (after any such increase) is not more than $75,000);
          (10) the adoption or
material amendment of any employment, collective bargaining, bonus,
profit-sharing, compensation, stock option, pension, retirement, deferred
compensation or other plan, agreement, trust, fund or arrangement for the
benefit of employees;
          (11) any change in
the Company's independent auditors or any material change in its accounting
practices, policies or principles;
          (12) the entering
into of any contract, arrangement or transaction (other than this Agreement)
with any shareholder (other than IP) or any termination, extension or amendment
thereto;
          (13) any material
change in the business or business activity engaged in by the Company;
          (14) the adoption of
annual and semi-annual operating and capital budgets and plans; and
          (15) any election or
removal of any officer.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.4 Special Approval Requirements for Certain Actions.

(a) In the event that all directors then in office who were nominated by IP (or
any permitted transferee of IP under this Agreement), whether or not such
directors represent a majority of the Board of Directors at the time in
question, shall determine unanimously by affirmative vote or written consent
that the employment of Mr. Ogawa shall be terminated for cause in accordance
with the terms of his employment agreement, such vote shall be sufficient to
terminate such agreement, without regard to any vote by directors nominated by
Mr. Ogawa.

(b) In the event that all directors then in office who were nominated by Mr.
Ogawa (or any permitted transferee of Mr. Ogawa under this Agreement), whether
or not such directors represent a majority of the Board of Directors at the time
in question, shall determine unanimously by affirmative vote or written consent
that (i) certain individuals shall be designated as the Company's nominees to
the Board of Managers of lnterpool/CAI LLC or (ii) the Company shall exercise
its right to cause [a termination or dissolution of Interpool/CAI LLC], such
vote shall be sufficient to effect such designation or to exercise such right,
without regard to any vote by directors nominated by IP.

|SECTION 5. | TERMINATION OF MARKETING AGREEMENTS UNDER CERTAIN CIRCUMSTANCES.
|---------- | ----------------------------------------------------------------

5.1
Right to Terminate Marketing Agreements Under Certain Circumstances.
Pursuant to an Agreement dated April 29, 1998 (the "Overall Agreement") between
CAI and Interpool Limited, a subsidiary of IP, CAI and Interpool Limited have
agreed, among other things, to transfer their respective marketing employees to
a newly formed limited liability company to be wholly owned by Interpool Limited
(the "LLC"), which will act as the exclusive marketing agent for CAI and
Interpool Limited pursuant to separate Marketing Service Agreements to be
entered into by each company with the LLC. The parties agree to utilize their
respective best efforts in good faith to resolve any disputes that may arise in
connection with such agreements. In the event that (1) Mr. Ogawa does not
receive sufficient support from Interpool Limited or its former employees to
effectively manage the marketing activities of the LLC as its CEO, in accordance
with the Overall Agreements, or (2) in the reasonable judgment of the management
of either Interpool or CAI, the marketing or economic performance of the LLC is
unsatisfactory, then upon the written request of either CAI or Interpool
delivered to the other party at any time within the first 12 months following
the transfer of employees to the LLC, Mr. Ogawa and Interpool will cooperate in
causing the mutual termination of the Marketing Service Agreements, whereupon
either party may seek to rehire its former employees; provided, however, that in
any such case (i) so long as Interpool Limited and CAI continue to be parties to
the Operating and Administration Agreement dated the date hereof, all long term
business thereafter written by CAI marketing representatives, subject to a 10%
participation retention by CAI, will either be conducted by CAI, as an agent on
behalf of Interpool, or offered for sale to Interpool on a right of first
refusal basis (with CAI receiving the same remuneration to which it would
otherwise have been entitled under Section 1.8 of the Overall Agreement), such
that Interpool Limited's ability to write long term business will not be
materially impaired by reason of the terminations; (ii) CAI and Interpool shall
use their best efforts (without material incremental expense (excluding any such
expense reimbursed by the other party)) to restructure their marketing and other
integrated activities in a manner which minimizes tax exposures for each company
and complies with governmental regulatory requirements; and (iii) all such new
arrangements are implemented in a manner that, in the reasonable judgment of
Interpool and CAI are the most beneficial for their respective business needs,
without the imposition of material incremental expense of either
party.

SECTION 6. REPRESENTATIONS AND WARRANTIES.

6.1
Shareholders of the Comnanv. The Company and Mr. Ogawa hereby
represent and warrant to IP that immediately prior to the date of this Agreement, the
following Persons were the only Shareholders of the Company, and held the stated number of
Shares and percentage of the Company's issued and outstanding Shares:

| | Mr. Ogawa,
Mitsui, | 24,700 shares or 49.01%;
25,700 shares or 50.99%.
| | ------------------ | -------------------------------------------------

The Company and Mr. Ogawa hereby
represent and warrant that there are no outstanding stock appreciation rights or other
rights to compensation, bonuses or other consideration based on or relating to the value
of any capital stock of the Company, or any commitments for the same, except as disclosed
in Exhibit A to this Agreement.

6.2
Encumbrances, Liens, and other Obligations. Mr. Ogawa hereby represents and
warrants that (i) he holds his Shares free and clear of all liens and other encumbrances
other than the pledge of a portion of such Shares to Sumitomo Bank of California
("Sumitomo"), which pledge.shall not be subject to the terms of this Agreement,
provided however, that subject to the rights of Sumitomo under its pledge agreement with
Mr. Ogawa, the shares pledged by Mr. Ogawa shall remain in all respects subject to the
terms of this Agreement, and (ii) his entering into this Agreement will not cause him to
be in breach of any contract or obligation applicable to him or his Shares.

6.3
The Company's Bylaws. The Company hereby represents and warrants that its
bylaws are as set forth in Appendix 2 attached hereto.

SECTION 7. TRANSFER; LEGEND.

7.1
Noncomplving Transfers Invalid. No Transfer of Covered Shares that does not
comply with the terms and conditions of this Agreement shall be effective or valid for any
purpose. The Company shall neither transfer nor reissue any shares in violation of this
Agreement or without proof of compliance with this Agreement.

7.2
Transferees Bound. Any and all transferees of Covered Shares, whether or not
made in accordance with this Agreement, shall be bound by all provisions of this Agreement
to the extent such transferee or transferees would be bound had they been an original
party hereto, and the transferred shares shall continue to be Covered Shares.

7.3
Legend. The Company shall cause all certificates representing Covered Shares
to be legended as follows:

| | The
Shares represented by this certificate are subject to the provisions of a Shareholders
Agreement dated as of April 29, 1998 (as it may be amended from time to time) whereby the
disposition of these Shares is restricted. ANY TRANSFER IN VIOLATION OF THESE RESTRICTIONS
IS VOID. A copy of said Agreement is on file at the registered office of the Company where
it may be inspected.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 8. WAIVER AND RELEASE.

8.1
General Intention of the Parties; Rights Under Related Agreements. The
Company and Mr. Ogawa recognize that IP's stock and note investments in the Company
represent a substantial allocation of capital in support of the Company. The Company and
Mr. Ogawa recognize and agree that it is their intent that IP have the full
opportunity to exercise all its rights and powers as shareholder, noteholder, secured
party and as a party to the Related Agreements and the Related Transactions,
including, without limitation the exercise of any influence or control that may result
therefrom, (collectively, the "IP Rights"), and that the opportunity to exercise
the IP Rights is a material element in IP's decision to invest in the Company.

The
Related Agreements, and applicable law, confer a wide variety of
rights on the parties thereto. It is the full intent of the parties that IP and Mr. Ogawa
will exercise all rights accorded them under the Related Agreements and under applicable
law, and that all such rights be enforceable, fully in accordance with their terms. The
rights and remedies available to IP under the Related Agreements shall in no way be
impaired or limited by the fact that IP is an equity and/or debt holder in the Company
and may acquire or exercise a controlling interest in the Company, or for any other
reason. All such rights and remedies shall be exercisable by IP to the full extent as if
no other relationship existed between IP and the Company.

Nothing
in this Section 8.1 shall be interpreted as a waiver of, or shall diminish, the fiduciary
duty of all the directors of the Company (including appointees of IP and Mr. Ogawa) to
exercise their judgment for the benefit of the Company and all its shareholders.

8.2
Importance of this Section 8. This Section 8 is a material part of the
Related Transactions, and Mr. Ogawa is entering into this Section 8 in order to induce
IP to consummate the Related Transactions, recognizing that IP would not do so but for the
provisions of this Section 8.

SECTION 9. NOTICE.

All
notices required or permitted to be given or made pursuant to this Agreement shall be
deemed given when delivered in person or by telefacsimile, or, in the case of notice to an
address in the United States, when mailed by express or certified mail, postage
prepaid, to the parties at the addresses set forth below. Each party may specify a
different address by written notice to all other parties.

| | The Company: | Container Applications International, Inc.
Three Embarcadeoro Center, Suite 1850
San Francisco, CA 94111
Attention: President
Fax: (415)788-3430
| | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------

| | IP: | Interpool, Inc.
633 Third Avenue
New York, New York 10017
Attention: President
Fax: (212) 986-3984
| | --- | --------------------------------------------------------------------------------------------------

| | Mr. Ogawa: | Hiromitsu Ogawa
c/o Container Applications International, Inc.
Three Embarcadero Center, Suite 1850
San Francisco, CA 94111
Fax: (415) 788-3430
| | ---------- | -----------------------------------------------------------------------------------------------------------------------------------------------

SECTION 10. SPECIFIC ENFORCEMENT.

Because
of the unique relationship of the parties and the Company and the unique value of their
interests therein, in addition to any other remedies for breach thereof, this Agreement
shall be specifically enforceable. The parties agree that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach of the provisions of
this Agreement and hereby agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.

SECTION 11. ARBITRATION.

11.1
Arbitration Generally. Any actions, controversies, claims, disputes and
other factual or legal matters in question arising out of or relating to this Agreement,
or the alleged breach thereof, or arising out of any claim against IP on account of any
exercise of any IP Right, including without limitation any dispute regarding the validity
or scope of this arbitration provision, shall be settled by arbitration conducted in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, as then in effect, except as provided herein.

11.2 Selection of Arbitrators. Unless the parties agree otherwise, any such
arbitration shall be held in San Francisco, California, before one arbitrator who shall be
selected by mutual agreement of the parties; if agreement is not reached on the selection
of an arbitrator within 30 days after receipt of a demand for arbitration by the other
party (the "Initial Selection Period"), then Mr. Ogawa on the one hand and IP on
the other hand shall each have 30 days from the expiration of the Initial Selection Period
to select an arbitrator. The two arbitrators shall select a third arbitrator who shall
arbitrate the dispute. If either party does not timely select an arbitrator, the
arbitrator selected by the other party shall arbitrate the dispute.

11.3
Scope of Arbitration. Costs and fees of the arbitrator shall be borne by the
non-prevailing party, unless the arbitrator determines otherwise. The award of the
arbitrator, which may include specific performance or other equitable relief, shall be
final and judgment may be entered upon it in accordance with applicable law in any court
having jurisdiction thereof. Any demand for arbitration shall be in writing and must be
made within a reasonable time after the claim, dispute or other matter in question has
arisen. In no event shall the demand for arbitration be made after the date that
institution of legal or equitable proceedings based upon such claim, dispute or other
matter would be barred by the applicable statute of limitations. Nothing in this Section
11 shall prevent a party to this Agreement from seeking preliminary injunctive
or other equitable relief, pending arbitration, from a court of competent jurisdiction
when the party deems such relief necessary to the interim protection of its rights under
this Agreement pending arbitration and arbitration proceedings could not be completed
within the time necessary for such protection.

SECTION 12. MISCELLANEOUS.

12.1
Integration. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof, and supersedes all prior negotiations or
agreements, whether written or oral.

12.2
Governing Law. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of California.

12.3
Amendment. This Agreement may be amended only by a writing signed by the IP, the
Company, and all holders of Covered Shares.

12.4
Counterparts. This Agreement may be executed in identical counterparts, which
counterparts collectively shall constitute one and the same Agreement.

12.5
Severability. The provisions of this Agreement are intended to be severable
and enforced to the maximum extent permitted by law. If for any reason any provision of
this Agreement shall be held invalid, illegal or unenforceable in whole or in part in any
jurisdiction, then that provision shall be ineffective only to the extent of the
invalidity, illegality or unenforceability and in that jurisdiction only, without in any
manner affecting the validity, legality or enforceability of the unaffected portion and
the remaining provisions in that jurisdiction or any provision of the Agreement in any
other jurisdiction. The unaffected portion and provisions of the Agreement will be
enforced to the maximum extent permitted by law.

12.6
Successors and Assigns. The obligations of the parties hereto shall be
binding upon any successor or assign to such party. The rights of IP under this Agreement
shall be assignable in whole or in part, to the extent permitted by Section 3, to any
direct or remote transferee, successor or assign of IP. The rights of Mr. Ogawa under this
Agreement shall be assignable in whole or in part, to the extent permitted by Section 3,
to any direct or remote transferee, successor or assign of Mr. Ogawa. The rights of the
Company under this Agreement are not assignable.

12.7
Conflicts of Interest. If at any time IP, on the one hand, or Mr. Ogawa, on
the other hand, proposes to enter into any transaction or relationship which involves or
could involve an actual or potential conflict of interest with the Company, IP or Mr.
Ogawa, as the case may be, shall discuss with the other the proposed transaction or
relationship and the pertinent terms thereof prior to entering into such transaction or
relationship.

12.8
Amendment Upon Initial Public Offering. In the event that at any time
(whether pursuant to the provisions of Section 2 or otherwise) the Company effects an
initial public offering of its common stock under the Securities Act, the parties shall
engage in good faith discussions regarding the amendments to this Agreement which are
appropriate in connection therewith.

12.9
Approval. The obligations of CAI hereunder are subject to the approval of
this Agreement by the Mitsui nominees on the board of directors of CAI, pursuant to a
unanimous written consent which will be circulated by CAI among its directors promptly
upon execution of this Agreement.

[SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT]

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.

| | CONTAINER APPLICATIONS
  INTERNATIONAL, INC.
By: 
       Name:
       Title:
INTERPOOL, INC.
By: 
       Name:
       Title:
Mr. Hiromitsu Ogawa
| | ------------------------------------------------------------------------------------------------------------------------------------------------

1.    
The CAI Board of Directors is to be increased by one director, who would be
designated by Interpool. We currently intend that Richard Gross would be
designated to fill this additional seat. This would mean that three of the five
directors of CAI (Martin Tuchman, Raoul Witteveen and Richard Gross) would be
persons designated by Interpool. Interpool's right to designate a majority of
the Board would continue until the Subordinated Note is paid in full, at which
time Mr. Ogawa would be entitled to appoint an additional director so that each
of Interpool and Mr. Ogawa would then have equal Board representation. (It
should be noted that Fleet's consent to this change in the Board will be
required.)

2.    
The Marketing Agreement between CAI and Interpool is to be revised (i) to
eliminate any obligation on Interpool's part to compensate CAI for any long-term
leasing business generated by CAI; (ii) to eliminate Mr. Ogawa's special powers
on the marketing committee; (iii) to require that all new lease prospects be
submitted to the marketing committee in writing; (iv) to eliminate any
requirement that Interpool build containers in CAI's color; (v) to clarify that
Interpool's sales personnel report only to the marketing committee, not to
the President of CAI; and (vi) to require CAI to report its net earnings to
Interpool within 30 days (rather than 60 days) after each month end.

3.    
The age-parity provisions of the Management Agreement between Interpool and CAI
are to be clarified to better reflect the mutual understanding of the parties.

4.    
The Management Agreement is also to be revised to clarify that, without
Interpool's consent, CAI may not close depots and thereby interfere with
Interpool's ability to tender equipment under the Management Agreement.
In this connection, the last two sentences of Section 2.02 of the
management Agreement, which require the parties to meet periodically to agree
on optimum tender locations and require Interpool to attempt to encourage
its customers to redeliver in optimum locations, are to be deleted.

5.    
The financial terms of the Subordinated Note and other agreements
between CAI and Interpool are to be modified to compensate Interpool for
voluntarily restructuring the payment schedule of the Note. In addition, the
financial and other covenants in the Note Purchase Agreement are to be revised
and expanded so as to be comparable to those that will be contained in the New
Loan Documents.

6.    
Provisions are to be added to the Note Purchase Agreement and the Management
Agreement cross-defaulting these two agreements. In addition, as additional
security for the Subordinated Note (i.e., in addition to the second lien
Interpool now has on CAI's owned containers and container leases), CAI is to
provide Interpool with a collateral assignment of CAI's rights under CAI's
management agreements, an assignment of all of CAI's intellectual property and
other intangible assets and a security interest in CAI tangible assets (such as
computer hardware and office furniture). Such security interests would be second
to the lien given to Fleet National Bank but no other liens would be permitted.