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                                                                 Exhibit 10.1

THIS IS A MEMORANDUM of the terms of a contract made on 1 December 1999 and lays
down, according to Italian Law, all the conditions which regulate the employment
relationship between :-


CRONOS CONTAINERS S.R.L a company incorporated in Italy and whose registered
office is at Genova, T.Galimberti 7 ("the Company") and


MR NICO SCIACOVELLI of Via Niccolini, n.75/3, 16166, Genova Italy ("the
Executive").


1       OBJECT AND STARTING DATE


        1.1     The Executive was appointed as Vice President of Europe and the
                Company. In such position he is responsible for all container
                leasing marketing and administration for Europe, Middle East,
                Africa and India.


        1.2     The Executive will be considered as a Dirigente, in accordance
                with Italian Law.


                1.2.1   The Executive accepts that the Company may at its
                        discretion direct him to perform other duties or tasks
                        not within the scope of his normal duties and the
                        Executive agrees to perform such duties or undertake
                        such tasks as if they were specifically required under
                        this agreement provided performance of any such duties
                        or tasks by the Executive shall not affect the
                        Executive's right to the remuneration provided for under
                        this agreement, as provided by Art. 2103 of the Civil
                        Code.


2       DUTIES OF THE EXECUTIVE


        2.1     The Executive must behave in a manner suitable to the duties
                inherent in the explanation of the tasks assigned to him and
                shall during the period of this agreement:


                2.1.1   devote the whole of his time, attention and ability to
                        the duties of his appointment;


                2.1.2   faithfully and diligently perform those duties and
                        exercise such powers consistent with them which are from
                        time to time assigned to or vested in him;


                2.1.3   obey all lawful and reasonable directions of the Board
                        of Directors;


                2.1.4   use his best endeavours to promote the interests of the
                        Company and its Group Companies;


                2.1.5   keep the Chief Executive Officer and Chairman of the
                        Board of Directors of Cronos Group promptly and fully
                        informed (in writing if so requested) of his conduct or
                        the




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                        business or affairs of the Company and its Group
                        Companies and provide such explanations as they may
                        require;


                2.1.6   not at any time make untrue or misleading statements
                        relating to the Company or any Group Company.


        2.2     In compliance with the duty of loyalty provided in art. 2105 of
                the Civil Code the Executive is forbidden to conduct himself in
                a way which may, through its nature or through its possible
                consequences, result in a situation contrasting with the duties
                connected to his placement in the Company and which may give
                rise to a conflict of interest.


        2.3     In particular, the Executive is forbidden, without previous and
                express authorisation from the Company, to accept money or any
                other benefits, from suppliers and from clients or from any
                person external to the Company for all the duration of the
                employment relationship. Only gifts of small value, received in
                ordinary situations, are excluded from the above. Gifts of small
                value are defined as those with an average consumer price of not
                more than Lit. 100.000.


        2.4     Consequently, all gifts or tips of a value greater than that
                indicated received by the Executive should be considered as the
                Company's property, and must be handed over to the Executive's
                immediate superior, who will freely decide their destination.


3       CONFIDENTIALITY


        3.1     The Executive acknowledges that during is employment with the
                Company he will have access to and will be entrusted with
                confidential information and trade secrets relating to the
                business of the Company, and their customers and suppliers.


        3.2     The Executive will not during the term of the appointment
                (otherwise than in the proper performance of his duties and then
                only to those who need to know confidential information) or
                thereafter (except with the written consent of the Chief
                Executive Officer or Chairman or as required by law):


                3.2.1   divulge or communicate Confidential Information to any
                        person (including any representative of the press or
                        broadcasting or other media);


                3.2.2   cause or facilitate any unauthorised disclosure through
                        any failure by him to exercise all due care and
                        diligence;


                3.2.3   the Executive will use all reasonable endeavours to
                        prevent the publication or disclosures of any
                        Confidential Information. These restrictions will not
                        apply to



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                        Confidential Information which, after the appointment
                        has been terminated, has become available to the public
                        generally otherwise than through unauthorised
                        disclosure, or is disclosed in any legal proceedings.


4       EXCLUSIVITY OF SERVICES


        4.1     It is forbidden for the Executive to enter into any other
                employment relationship involving any type of work, in any form
                (subordinate employment, autonomous employment, collaboration,
                participation) even if it is not in competition with the
                Company, except with the previous and express authorisation of
                the Directors of the Company.


        4.2     The violation of this clause constitutes a just cause for the
                withdrawal from the employment relationship.


5       PLACE OF WORK AND RESIDENCE


        5.1     The place of will be in Genova. The Company reserves the right
                to modify this place of work with the consent of the Executive
                as provided in Art. 2103 of the Civil Code.


        5.2     The Executive will, according to the needs of the Company,
                travel both in Italy and abroad for business purposes. The
                special economic treatment received by the Executive compensates
                for this obligation.


6       PAY


        6.1     As salary and as compensation for any obligations provided in
                this contract, the Executive will receive a total gross annual
                salary equal to Lit 345,701.314 payable in fourteen equal
                monthly instalments in arrears at the end of each calendar month
                and one on the 15th of December and one on 15th June. The salary
                shall be deemed to include any fees receivable by the Executive
                as a Director of the Company or of any other company or
                unincorporated body in which he holds office as nominee or
                representative of the Company.


        6.2     The monthly salary will be paid at the end of each calendar
                month to a bank account designated by the Executive.


        6.3     The Executive shall be entitled to participate in the Company's
                discretionary bonus programme in accordance with its terms and
                conditions and which pays a discretionary bonus based on Company
                and personal performance. The entitlement to participate in the
                Company's discretionary bonus programme will cease on
                termination of employment.



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        6.4     The economic treatment as provided hereinabove has been
                determined, in its entirety, taking into account the particular
                characteristics of the employment relationship and its
                particular, favourable conditions. It is paid in anticipation of
                any possible future economic rise, which could derive from any
                source, and is fully comprehensive. It substitutes any different
                treatment, and excludes any item or institute of a remunerative
                or integrative nature foreseen by any of the regulating sources
                of the employment relationship. The economic treatment absorbs
                any economic rise provided by any source, even if it is provided
                by particular institutions and even if it has a retrospective
                effect.


        6.5     On the termination of this Agreement the Executive will receive
                TFR as provided by art. 2120 Italian Civil Code.


7       EXPENSES


        7.1     The Company shall reimburse to the Executive on a monthly basis
                travelling, hotel, entertainment and other expenses reasonably
                incurred by him in the proper performance of his duties subject
                to the production to the Company of such vouchers or other
                evidence of actual payment of the expenses as the Company may
                reasonably require.


        7.2     Where the Company issues a company sponsored credit or charge
                card to the Executive he shall use such card only for expenses
                reimbursable under clause 7.1 above, and shall return it to the
                Company forthwith on the termination of his employment.


8       COMPANY CAR


        8.1     The Company will provide the Executive with a car which can be
                used for the carrying out of the tasks described in this
                contract as well a for private use.


        8.2     The value stipulated in relation to the possible private use of
                the car is determined as 30% of 15.000 kilometres, as determined
                in the A.C.I tables. Consequently, the Executive will be
                invoiced monthly for a sum, inclusive of I.V.A., which will be
                taken from his payment sheet and will be up-dated periodically
                in accordance with the A.C.I. tables.


        8.3     The Company will pay all expenses related to the car, whether
                they are fixed amounts (depreciation, tax, insurance, etc), or
                variable amounts (petrol, oil, tyres, etc). Each time the
                Executive purchases petrol he must accurately make a record of
                the amount spent, which must include the signature of the
                retailer.


        8.4     If the Executive does not keep a record as provided in clause
                8.3 his expenses will not be reimbursed.



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        8.5     The Executive is responsible for the adequate preservation of
                the car and for its periodic maintenance, in order to keep it
                running perfectly efficiently.


9       INSURANCE BENEFIT


        9.1     The Executive shall be entitled to participate at the Company's
                expense in the Company's Life Insurance Scheme and Permanent
                Health Insurance Scheme and in the Company's private medical
                expenses insurance scheme for himself, his spouse and dependent
                children subject always to the rules of such schemes details of
                which are available from the Human Resources Department.


10      HOLIDAYS


        10.1    The Executive is entitled to an annual holiday period of 30
                working days paid holiday each year (which runs from 1st January
                to 31st December) to be taken at such time or times as are
                agreed with the Board.


        10.2    On the termination of his appointment for whatever reason, the
                Executive shall either be entitled to pay in lieu of outstanding
                holiday entitlement. The basis for payment shall be 1/260 x of
                the Executive's monthly basic salary for each day.


11      SICKNESS OR INJURY


        11.1    If the Executive is absent because of sickness (including mental
                disorder) or injury he shall report this fact forthwith to the
                Human Resources Department of Cronos Containers Limited and if
                the Executive is so prevented for seven or more consecutive days
                he shall provide a medical practitioner's statement on the
                eighth day and weekly thereafter so that the whole period of
                absence is certified by doctors statements. Immediately
                following his return to work after a period of absence the
                Executive shall complete a self-certification form available
                from the said Human Resources Department detailing the reasons
                for his absence.


        11.2    In the case of an interruption of services due to sickness or
                injury the Executive has the right to keep his job for a period
                of 12 months. In this period the Executive has the right to his
                full remuneration.


        11.3    Protected period of sickness as provided in clause 11.2 applies
                not only to one continuous period of sickness but also to a
                series of periods of sickness of any duration. In case of a
                series of periods of sickness the protected period will be
                considered in relation to all illnesses in the 3 years preceding
                the date of dismissal.



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        11.4    In the case of interruption of services for injury incurred
                during working hours the Executive has the right to keep his job
                and his full remuneration until he has recovered but for no
                longer than 30 months.


12      DURATION AND WITHDRAWAL


        12.1    This contract commenced on 1 December 1999 and shall continue
                except in the case of good cause until 30 November 2001 ("the
                Fixed Term"). If at the end of the Fixed Term the contract is
                not renewed the contract shall nevertheless continue on the same
                terms and conditions save the Company may terminate the
                Executive's employment by giving the Executive 12 months written
                notice and the Executive may terminate his employment by giving
                the company 4 months written notice.


        12.2    The Company may terminate this contract with immediate effect as
                provided by Art. 2119 of the Civil Code. In the event of a
                termination without good cause the Executive will be entitled to
                be paid an amount equal to the Executive's annual basic salary
                under this Agreement for the balance of the term of this
                Agreement as set out in 12.1 above.


13      FINAL PROVISIONS


        13.1    This agreement supersedes and extinguishes any prior agreements,
                contracts, arrangements, undertakings or practices between the
                parties.


Please return a copy of this contract signed and dated by you to indicate your
acceptance and also your approval of the clauses shown below.





Cronos Containers S.r.L.





/s/ Dennis J Tietz

Dennis Tietz





/s/ Peter J Younger

Peter Younger



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The Executive confirms his approval, both specifically and as regards the
provisions of art. 1341 of the Civil Code, of the following clauses; 2 Duties;
3) Confidentiality; 4) Exclusivity of services; 6) Pay; 12) Duration and
withdrawal.





/s/ Nico Sciacovelli

Nico Sciacovelli





Dated the April 7, 2000




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