Execution Copy

CONTAINER APPLICATIONS INTERNATIONAL, INC.

SHAREHOLDERS AGREEMENT

SHAREHOLDERS AGREEMENT dated as of April 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 borne 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
Required 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 written 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 Optionee 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 Tag-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 BOARDAND 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
Interpool/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 Company. 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 al1 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  
Noncomplying 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 Embarcadero 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
| | --------------------------------------------------------------------------------------------------------------------------------------------------