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                                                                     EXHIBIT 4.1
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                                THE CRONOS GROUP
                                     Company

                                       and

                                MEESPIERSON N.V.
                            FIRST UNION NATIONAL BANK
                                 Warrantholders


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                                WARRANT AGREEMENT

                            Dated as of July 30, 1999


                                200,000 Warrants
                                       of
                                The Cronos Group


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                                WARRANT AGREEMENT

        THIS WARRANT AGREEMENT ("Agreement"), dated as of July 30, 1999, is made
by and between The Cronos Group, a Luxembourg societe anonyme (the "Company"),
First Union National Bank, a national banking association ("FUNB"), and
MeesPierson N.V., a Naamloze Vennootschap ("MeesPierson", together with FUNB,
and any transferee of Warrants or Warrant Stock, the "Warrantholders").

                              W I T N E S S E T H:

        WHEREAS, the Company is the sole shareholder of Cronos Finance (Bermuda)
Limited, a company organized and existing under the laws of the Islands of
Bermuda (the "Issuer");

        WHEREAS, Issuer, MeesPierson, as Agent, and the Warrantholders, as
Lenders, have entered into a certain Loan Agreement, dated as of July 30, 1999
(the "Loan Agreement"), pursuant to which FUNB and MeesPierson agreed to
purchase up to a specified principal amount of the notes (the "Notes") issued
pursuant to the Loan Agreement;

        WHEREAS, the Company proposes to issue to the Warrantholders, as
additional compensation for their co-arranging of the facility pursuant to the
Loan Agreement, Warrants representing the right to purchase up to 200,000 shares
(the "Warrant Stock") of the Company's Common Stock, par value $2.00 per share
(the "Common Stock") currently representing 2.2577% of the total capital stock
of the Company, each Warrant entitling the holder thereof to purchase one share
of Common Stock;

        NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

        SECTION 1. ISSUANCE OF WARRANTS; EXECUTION AND DELIVERY OF WARRANT
CERTIFICATES.

        1.1 Issuance of Warrants. The number of Warrants to be issued and
delivered to each Warrantholder shall be 100,000 and shall be evidenced by a
certificate (each a "Warrant Certificate" and together, the "Warrant
Certificates") which the Company will issue and deliver to each Warrantholder,
or to an affiliate thereof designated by such Warrantholder, on the Closing Date
referred to in the Loan Agreement.

        1.2 Execution and Delivery of Warrant Certificates. Each original
Warrant Certificate issued shall be in substantially the form set forth in
Appendix A hereto and may have such letters, numbers, or other marks of
identification or designation and such legends or endorsements printed thereon
as the officers of the Company executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with
this Agreement, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto. The Warrant Certificates shall be executed on
behalf of the Company by its Chairman of the Board, its President or one of its
Vice Presidents and by its Treasurer or its Secretary.

        In case any officer of the Company who shall have signed any Warrant
Certificate shall cease to be an officer before the Warrant Certificate so
signed shall have been delivered by the Company,



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such Warrant Certificate may be delivered notwithstanding that such person
ceased to be an officer of the Company, and any Warrant Certificate may be
signed on behalf of the Company by such person as, at the actual date of the
execution of the Warrant Certificate, shall be a proper officer of the Company,
even if at the date of the execution of this Agreement such person was not an
officer.

        1.3 No Fractional Shares to be Issued. The Company shall not be required
upon any exercise of this Warrant to issue a certificate representing any
fraction of a share of Common Stock but, in lieu thereof, shall purchase from
the Warrantholders any fractional shares created by exercise hereunder at the
Warrant Price.

        SECTION 2. WARRANT PRICE, MANNER OF EXERCISE.

        2.1 Warrant Price, Term, Expiration and Notice. Each Warrant Certificate
shall entitle the Warrantholder, subject to the provisions thereof and of this
Agreement, to purchase from the Company one share of Common Stock for each of
the Warrants evidenced thereby at $4.41 (the average of the daily closing stock
price as listed on the NASDAQ during the thirty (30) day period immediately
preceding the Closing Date), subject to adjustment as provided herein (the
"Warrant Price"). The Warrantholder may exercise any Warrants issued pursuant to
this Agreement at any time or from time to time, from the date hereof and prior
to 5:00 p.m., New York time, on the later to occur of (x) August 15, 2004 and
ninety (90) days and (b) the date on which all Outstanding Obligations under the
Loan Agreement have been indefeasibly paid in full and ninety (90) days (the
"Expiration Date"). If the Expiration Date is not a Business Day, then this
Warrant may be exercised on the next succeeding Business Day. For purposes
hereof, the term "Business Day" shall mean any day other than a Saturday or a
Sunday or a day on which commercial banking institutions in the City of New
York, New York are authorized or required by law to be closed, and provided that
any reference to "days" (unless Business Days are specified) shall mean calendar
days.

        2.2 Manner of Exercise. The Warrants may be exercised by the
Warrantholder, in whole or in part, during normal business hours on any Business
Day by surrender of a Warrant Certificate, together with the form of Election to
Exercise included as Appendix B hereto (or a reasonable facsimile thereof) duly
executed by such Warrantholder, to the Company at its principal office,
accompanied by the required payment of the Warrant Price as then in effect, in
cash or other immediately available funds, or as provided in Section 2.3 below,
or a combination thereof.

        2.3 Reserved.

        2.4 When Exercise Deemed Effected. Each exercise of Warrants pursuant to
this Agreement shall be deemed to have been effected immediately upon surrender
of such Warrants to the Company as provided in Section 2.2, and at such time,
the person or persons in whose name or names any certificate or certificates for
shares of Common Stock shall be issuable upon such exercise as provided in
Section 2.5 shall be deemed to have become the holder of record thereof.

        2.5 Delivery of Stock Certificates As soon as practicable after the
exercise of Warrants pursuant to this Agreement, in whole or in part, the
Company at its expense will cause

                (a) a certificate or certificates for the number of duly
        authorized, validly issued, fully paid and nonassessable shares of
        Common Stock to which the Warrantholder shall be



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        entitled upon such exercise, to be issued in the name of and delivered
        to such Warrantholder or such other name as shall be designated by the
        Warrantholder in the Election of Exercise; and

                (b) in case less than all the Warrants represented by a Warrant
        Certificate are exercised, a new Warrant Certificate of the same tenor
        and for the number of Warrants not exercised to be registered in such
        name or names as may be directed in writing by the Warrantholder and to
        be delivered to the person entitled to receive such new Warrant
        Certificate.

        SECTION 3. ADJUSTMENT OF SHARES OF COMMON STOCK PURCHASABLE AND WARRANT
PRICE.

        3.1 Antidilution Provision. So long as any Warrants are outstanding and
unexercised, in whole or in part:

                (a) if the Company shall, on or after the date hereof, pay a
        dividend in Common Stock or make any other distribution in Common Stock
        on or with respect to its Common Stock, the number of shares of Common
        Stock purchasable upon exercise of each Warrant outstanding and
        unexercised at such time shall be increased by multiplying such number
        of shares by a fraction, the denominator of which shall be the number of
        shares of Common Stock outstanding at the close of business on the day
        immediately preceding the date of such dividend or other distribution
        and the numerator of which shall be the sum of such number of shares and
        the total number of shares of Common Stock constituting such dividend or
        other distribution, such increase to become effective immediately after
        the record date of such dividend or other distribution;

                (b) in the event outstanding shares of Common Stock shall be
        subdivided into a greater number of shares of Common Stock, the number
        of shares of Common Stock purchasable upon exercise of each Warrant
        shall be proportionately increased, and conversely, in case outstanding
        shares of Common Stock shall be combined into a smaller number of shares
        of Common Stock, the number of shares of Common Stock purchasable upon
        exercise of each Warrant shall be proportionately decreased, such
        increase or decrease, as the case may be, to become effective
        immediately after the effective date of such subdivision or combination;

                (c) Reserved;

                (d) (i) If the Company shall, on or after the date hereof,
                sell or issue shares of Common Stock or securities convertible
                or exchangeable into shares of Common Stock or rights, options
                or warrants to purchase shares of Common Stock, or securities
                convertible or exchangeable into shares of Common Stock
                (collectively, the "Additional Shares") at a price per share of
                Common Stock lower than the price equal to ninety percent (90%)
                of the average of the daily closing stock price as listed on the
                NASDAQ during the thirty (30)



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                day period immediately preceding such sale or issuance, then the
                number of shares of Common Stock issuable upon exercise of each
                Warrant shall be adjusted to that number determined by
                multiplying the number of shares of Common Stock issuable upon
                exercise of the Warrant immediately prior to such adjustment by
                a fraction (y) the numerator of which shall be number of shares
                of Common Stock outstanding immediately prior to the issuance of
                such Additional Shares plus the number of such Additional Shares
                to be issued and (z) the denominator of which shall be the
                number of shares of Common Stock outstanding immediately prior
                to the issuance of such Additional Shares plus the number of
                shares of Common Stock which the aggregate consideration for the
                total number of such Additional Shares to be issued would
                purchase at the Current Market Price. Notwithstanding the
                foregoing, the provisions of this Section 3.1 (d) shall not
                apply to any securities issued (A) in any of the transactions
                described in Sections 3.1 (a), (b) or (c), (B) upon exercise of
                this Warrant, (C) pursuant to any stock option or other benefit
                plan to officers or employees of the Company that have been
                approved by a majority of the disinterested directors of the
                Board of Directors of the Company, (D) pursuant to any financing
                arrangements with financial institutions, banks or other lenders
                of the Company, or (E) pursuant to any public offering.

                        (ii) If, at any time after any adjustment of the number
                of shares of Common Stock pursuant to this Section 3. 1 (d),
                such rights, options, warrants or convertible or exchangeable
                securities shall expire or no longer be outstanding and shall
                not have been exercised for or converted or exchanged into
                Common Stock, such previous adjustment shall be rescinded and
                annulled and the Additional Shares which are deemed to have been
                issued by virtue of the computation made in connection with the
                adjustment so rescinded and annulled, shall no longer be deemed
                to have been issued by virtue of such computation. Thereupon, a
                recomputation shall be made to give effect to the expiration or
                non-exercise of, or failure to convert, such rights, options,
                warrants or convertible or exchangeable securities.



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        3.2 Consolidation, Merger, Sale of Assets, Reorganization, etc.

                (a) If the stockholders of the Company shall participate in a
        share exchange or if the Company shall be a party to any transaction
        (including, without limitation, a merger, consolidation, sale of all or
        substantially all of the Company's assets, liquidation or
        recapitalization of the Common Stock) in which the previously
        outstanding Common Stock shall be changed into or exchanged for
        different securities of the Company or common stock or other securities
        of another corporation, or interests in a non-corporate entity or other
        property (including cash), or any combination of the foregoing (each
        such transaction being herein called a "Transaction"), then, as a
        condition to the consummation of the Transaction, the Company, in the
        case of the recapitalization or liquidation of the Common Stock, or such
        other corporation or entity, in the case of a share exchange, merger,
        consolidation or sale of all or substantially all of the assets, shall
        make lawful and adequate provision so that, upon the exercise thereof at
        any time on or after the consummation of the Transaction, each
        Warrantholder shall be entitled to receive, and such Warrant shall
        represent the right to receive, in lieu of the Common Stock issuable
        upon consummation of such Transaction, the securities or other property
        (including cash) to which the Warrantholder would have been entitled
        upon the consummation of the Transaction if such Warrantholder had
        exercised such Warrant immediately prior thereto, subject to adjustment
        from and after the consummation date as nearly equivalent as possible to
        the adjustments provided for in Section 3.1.

                (b) The provisions of this Section 3 shall similarly apply to
        successive share exchanges, consolidations, mergers, sales of all or
        substantially all of the assets, or successive recapitalizations and
        changes of shares of Common Stock.

        3.3 Warrant Price Adjustment. Whenever the number of shares of Common
Stock purchasable upon exercise of a Warrant is adjusted as provided herein, the
Warrant Price payable upon exercise of the Warrant shall be adjusted by
multiplying such Warrant Price immediately prior to such adjustment by a
fraction, the numerator of which shall be the number of shares of Common Stock
purchasable upon exercise of the Warrant immediately prior to such adjustment,
and the denominator of which shall be the number of shares of Common Stock
purchasable immediately thereafter, provided, however, that in no event shall
the Warrant Price be adjusted below the par value of the Common Stock.

        3.4 Statements on Warrant Certificates. The form of Warrant Certificate
need not be changed because of any adjustment made pursuant to this Section 3
and Warrant Certificates issued after such adjustment may state the same Warrant
Price and the same number of shares of Common Stock as are stated in the Warrant
Certificates initially issued pursuant to this Agreement, provided however, at
the Warrantholder's option and by such Warrantholder's request, the Company
shall issue a new Warrant Certificate in exchange for the initial Warrant
Certificate to accurately reflect any adjustment made pursuant to this Section
3.

        3.5 Accountants' Report as to Adjustments. In each case of any
adjustment or readjustment in the shares of Common Stock (or other securities)
issuable upon the exercise of the Warrants, the Company at its expense will
promptly compute such adjustment or readjustment in accordance with the terms of
the Warrants and cause independent public accountants of recognized national
standing selected by the Company (which may be the regular auditors of the
Company) to



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verify such computation and prepare a report setting forth such adjustment or
readjustment and showing in reasonable detail the method of calculation thereof
and the facts upon which such adjustment or readjustment is based. The Company
will forthwith mail a copy of each such report to each Warrantholder. The
Company will also keep copies of all such reports at its principal office and
will cause the same to be available for inspection at such office during normal
business hours by any Warrantholder or any prospective purchaser of a Warrant
designated by the Warrantholder.

        SECTION 4. NOTICES OF CORPORATE ACTION. In the event of:

                (a) any offer to the holders of Common Stock of rights to
        subscribe for or to purchase any Additional Shares or other securities,
        or

                (b) any taking by the Company of a record of the holders of any
        class of securities for the purpose of determining the holders thereof
        who are entitled to receive any dividend or other distribution, or any
        right to subscribe for, purchase or otherwise acquire any shares of
        stock of any class or any other securities or property, or to receive
        any other right, or

                (c) any capital reorganization of the Company, any
        reclassification or recapitalization of the capital stock of the Company
        or any consolidation or merger involving the Company and any other
        person or entity, any share exchange involving stockholders of the
        Company or any transfer of all or substantially all the assets of the
        Company to any other person or entity, or

                (d) any voluntary or involuntary dissolution, liquidation or
        winding up of the Company,

the Company will mail to each known Warrantholder a notice specifying (i) the
date or expected date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right, and (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
share exchange, transfer, dissolution, liquidation or winding up is to take
place and the time, if any such time is to be fixed, as of which the holders of
record of Common Stock shall be entitled to exchange their shares of Common
Stock for the securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, share exchange,
transfer, dissolution, liquidation or winding up. Such notice shall be mailed at
least 15 days prior to the date therein specified.


        SECTION 5. RIGHT OF FIRST REFUSAL; LEGENDS.

        5.1 Right of First Refusal.

                (a) Any Warrantholder that intends to transfer this Warrant
        shall first submit to the Company a written offer to sell the Warrant to
        the Company at the same price and upon the same terms of payment for
        which the intended transfer is to be made. Every written offer submitted
        to the Company in accordance with the provisions of this Section 5.1
        shall



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        continue to be a binding offer to sell until expressly rejected by an
        officer or director of the Company acting with the authority to so
        reject the offer or until the expiration of a period of 30 days after
        receipt of such offer to the Company, whichever time is earlier.
        Notwithstanding the foregoing, any Warrantholder may at any time,
        without complying with this Section, transfer this Warrant to any
        Affiliate of such Warrantholder; provided that such Affiliate first
        agrees in writing with the Company to be bound by the provisions of this
        Agreement, including without limitation, this Section 5.1. As used
        herein, "Affiliate" shall mean any person that directly, or indirectly
        through one or more intermediaries, controls or is controlled by, or is
        under common control with, such Warrantholder, within the meaning of
        Rule 405 of Regulation C promulgated under the Securities Act of 1933,
        as amended (the "Securities Act").

                (b) Every written offer submitted in accordance with the
        provisions of this Section 5.1 shall specifically name the person or
        persons to whom the Warrantholder intends to transfer the Warrant, the
        number of Warrants that it so intends to transfer to such person or
        persons, and the price of the Warrant and other terms upon which each
        intended transfer is to be made. Upon the rejection or expiration of all
        such written offers, the Warrantholder shall for a period of 90 days
        thereafter be free to transfer the Warrant to the person or persons so
        named in the written offer at the price and upon the terms set forth in
        the written offer. Such transferee, as part of the transfer, will agree
        in writing to become subject to all the provisions of this Agreement,
        including without limitation this Section 5.1 in any subsequent transfer
        of the Warrants by such person or persons. In the event no transfer
        takes place within such 90-day period, then any transfer of this Warrant
        shall again be subject to the requirements of this Section 5.1.

                (c) If any consideration to be received by the Warrantholder for
        the Warrant in connection with a transfer is property other than cash,
        then the price of the Warrant to the Company shall be measured by the
        fair market value of such non-cash consideration.

                (d) The restrictions imposed on the Warrantholder by this
        Section 5.1 shall apply only to the transfer of this Warrant and not to
        any Warrant Stock issued upon the exercise of this Warrant.

        5.2 The Purchase Date; Payment for the Warrants. If the Company elects
to exercise its rights under Section 5.1, the closing date for such purchase
(the "Purchase Date") shall be thirty (30) days following receipt by the
Warrantholder disposing of its Warrants of written notification of such election
(on the next Business Day if such date is not a Business Day). At 10:00 a.m. on
the Purchase Date, and at the Company's headquarters, or at such other time or
place designated by the parties, the Warrantholder disposing of its Warrants
shall deliver to the Company the certificates representing all of the Warrants
to be sold, duly endorsed, and free and clear of any liens, claims, or
encumbrances, and all assignments, certificates of authority, tax releases, and
other instruments or documents as may be reasonably required by the counsel of
the Company, and the Company shall pay the consideration for the Warrants being
acquired by certified check or other immediately available funds.

        5.3 Legend on Warrant Stock. Each certificate for Warrant Stock
initially issued upon exercise of this Warrant, unless at the time of exercise
such Warrant Stock is registered under the



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Securities Act, shall bear the following legend (and any additional legend(s)
required by any securities exchange upon which such Warrant Stock may, at the
time of such exercise, be listed) on the face thereof.

                "The shares represented by this certificate have not been
        registered under the Securities Act of 1933, as amended, or registered
        or qualified under applicable state securities laws. Such shares may not
        be offered, sold, transferred, pledged or hypothecated in the absence of
        an effective registration statement in effect with respect to the shares
        under such Act and registration or qualification under any applicable
        state securities laws or an opinion of counsel reasonably satisfactory
        to the Company that such registration or qualification is not required
        under applicable federal and state securities laws."

        SECTION 6. RESERVATION OF STOCK; REGULATORY MATTERS.

        6.1 Reservation of Stock. The Company will at all times reserve and keep
available, solely for issuance and delivery upon exercise of the Warrants, the
number of shares of Common Stock from time to time issuable upon exercise of all
Warrants at the time outstanding. All shares of Common Stock shall be duly
authorized and, when issued upon such exercise and payment of the Warrant Price,
shall be validly issued, fully paid and nonassessable with no liability on the
part of the Warrantholders thereof.

        6.2 Regulatory Matters. (a) In the event of any determination by the
Warrantholder that, by reason of any existing or future law, rule, regulation or
order (collectively, a "Regulatory Requirement"), such Warrantholder may be
restricted, prohibited or otherwise unable to hold the Common Stock, the Company
and such Warrantholder shall take such action as may be deemed reasonably
necessary by such Warrantholder to comply with such Regulatory Requirement. The
costs of taking such action, whether by the Company, such Warrantholder or
otherwise, shall be borne by the Warrantholder. Such action to be taken may
include without limitation the Company's authorization of one or more new
classes of capital stock for which this Warrant may be exercised, the issuance
of capital stock and securities in lieu of Common Stock or securities otherwise
receivable by such Warrantholder and containing equivalent economic rights, and
such modifications and amendments to this Warrant or any other document and
instruments executed in connection with this Warrant as may be deemed reasonably
necessary by such Warrantholder. Such Warrantholder shall give written notice to
the Company of any such determination and the action necessary to comply with
such Regulatory Requirement. All action described in such notice shall be
completed as soon as practicable.

                (b) The Company shall use its best efforts to obtain any
shareholder consents required pursuant to this Section.

        SECTION 7. OTHER PROVISIONS RELATING TO RIGHTS AND OBLIGATIONS OF THE
WARRANTHOLDERS.

        7.1 No Rights as Stockholder Conferred by Warrants or Warrant
Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle
the Warrantholder to any of the rights of a holder of Common Stock, including,
without limitation, any right to vote at, or to receive notice



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of, any meeting of stockholders of the Company; the consent of any Warrantholder
shall not be required with respect to any action or proceeding of the Company.

        7.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon
receipt by the Company of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of indemnity reasonably satisfactory to it and, in the case of
mutilation, upon surrender of the Warrant Certificate to the Company for
cancellation, then, in the absence of notice to the Company that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute and deliver, in exchange for or in lieu of the lost, stolen, destroyed
or mutilated Warrant Certificate, a substitute Warrant Certificate of the same
tenor and evidencing a like number of Warrants. Upon the issuance of any
substitute Warrant Certificate under this Section 7.2, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other reasonable expenses in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section 7.2 in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and every holder thereof shall be entitled
to the benefits of this Warrant Agreement equally and proportionately with any
and all other Warrant Certificates duly executed and delivered hereunder subject
to the satisfaction of all indemnity obligations provided for herein.

        7.3 Warrantholder May Enforce Rights. Notwithstanding any of the
provisions of this Warrant Agreement, any Warrantholder, without the consent of
the holder of any Common Stock or the holder of any other Warrant Certificate,
may, on its own behalf and for its own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce,
or otherwise in respect of, such Warrantholder's right to exercise the Warrants
evidenced by such Warrantholder's Warrant Certificate in the manner provided in
its Warrant Certificate and in this Agreement.

        SECTION 8. REGISTRATION RIGHTS.

        8.1 [RESERVED.]

                8.1.1 Registration. Subject to the requirements of this Section
8, the Company shall effect a registration of the Registrable Securities in the
United States. The Company will:

                (i) promptly give written notice of the proposed registration to
        all other holders of Registrable Securities; and

                (ii) use its diligent good faith efforts to effect, as soon as
        practicable, such registration (including, without limitation, the
        filing of post-effective amendments, appropriate qualification under the
        applicable blue sky or other state or foreign securities laws and
        appropriate compliance with the Securities Act and any other
        governmental requirements or regulations).

provided that the Company shall not be obligated to take any action to effect
any such registration pursuant to this Section 8.1.1 in any particular
jurisdiction in which the Company would be required



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to execute a general consent to service of process, to register as a securities
broker or dealer or to cause any officer or employee of the Company to register
as a salesman in effecting such registration.

        Subject to the foregoing, the Company shall prepare and file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practicable and within 60 days after such request is
received.

        Notwithstanding the foregoing, the Company shall not be obligated to
effect a registration, qualification or compliance under this Section 8. 1.1
during any period during which the Company is in the process of negotiating or
preparing, and ending on a date 180 days following the effective date of a
registration statement pertaining to an underwritten or "best efforts" public
offering of securities for the account of the Company, provided that the Company
is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective and such registration statement
becomes effective within three months of the Closing Date. For purposes hereof,
the term "public offering" shall mean the consummation of one or more public
offerings of Common Stock after the date hereof wherein the aggregate proceeds
to the Company from the sale of Common Stock are at least $15 million, pursuant
to a registration statement under the Securities Act (other than pursuant to a
registration statement relating to warrants, options or shares of capital stock
granted, to be granted, sold or to be sold exclusively to officers, employees or
directors of the Company or a registration statement filed pursuant to Rule 145
under the Securities Act).

        As used in this Agreement, the term "Registrable Securities" shall mean,
collectively, (x) the 300,000 shares of Common Stock to be issued to First Union
National Bank and MeesPierson, N.V. and (y) the shares of Common Stock to be
acquired by the Warrantholder upon exercise of the Warrants pursuant to the
Agreement and any shares of Common Stock or other securities issued with respect
to such Common Stock by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation, share
exchange, reorganization or otherwise; provided, however, that such Common Stock
or other securities shall cease to be Registrable Securities when (i) a
registration statement with respect to the disposition of such Common Stock or
other securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with the plan of
distribution set forth in such registration statement, (ii) such Common Stock or
other securities shall have been sold pursuant to Rule 144 (or any successor
provision) under the Securities Act, (iii) an opinion of counsel, reasonably
satisfactory to the Company and the holders of Common Stock or other securities
to which the opinion relates, shall have been delivered to the Company and such
holders to the effect that the subsequent disposition of such Common Stock or
other securities may be made pursuant to Rule 144(k) (or any successor
provision) under the Securities Act, or (iv) such Common Stock or other
securities shall cease to be outstanding.

        8.2 Expenses of Registration. All expenses incurred in connection with
any registration, qualification or compliance pursuant to this Section 8,
including, without limitation, all registration, filing and qualification fees,
printing expenses, escrow fees, fees and disbursements of counsel for the
Company and fees and expenses of accountants incidental to or required by such
registration and the reasonable fees and disbursements of one special counsel
retained by the holders of Registrable Securities covered by such registration,
shall be borne by the Company.



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        8.3 Registration Procedures. In the case of such registration,
qualification or compliance effected by the Company pursuant to this Section 8,
the Company will keep each holder of Registrable Securities participating
therein advised in writing as to the initial filing of each registration,
qualification and compliance and as to the completion thereof. At its expense,
the Company will:

                (i) keep such registration, qualification or compliance pursuant
        to Section 8.1.1 effective for a period of 180 days or until the holders
        of Registrable Securities participating therein have completed the
        distribution described in the registration statement relating thereto,
        whichever occurs first; and

                (ii) furnish such number of prospectuses and other documents
        incident thereto as a holder of Registrable Securities participating
        therein from time to time may reasonably request.

        8.4 Related Registration Matters. In connection with the registration,
the Company also shall:

                (i) engage a bank or other company to act as transfer agent and
        registrar for the Registrable Securities;

                (ii) use best efforts to cause customary opinions of counsel,
        comfort letters of accountants and other appropriate documents to be
        delivered by representatives of the Company, which documents shall be
        addressed to the holders of Registrable Securities participating in the
        offering designated as addressees in such documents; and

                (iii) as soon as practicable after the effective date of the
        registration statement, and, in any event, within 16 months thereafter,
        make "generally available to its stockholders" (within the meaning of
        Rule 158 under the Securities Act) an earnings statement (which need not
        be audited) complying with Section 11 (a) of the Securities Act and
        covering a period of at least 12 consecutive months beginning after the
        effective date of the registration statement.

        8.5 Indemnification and Contribution

                (i) In the event of registration of any of the Registrable
        Securities under the Securities Act, the Company will indemnify and hold
        harmless each holder of Registrable Securities included in such
        registration and each of its directors and officers, each underwriter of
        such Registrable Securities and each of its directors and officers, and
        each other person and each of its directors and officers, if any, who
        controls such seller within the meaning of the Securities Act or the
        Exchange Act, or otherwise, against any losses, claims, damages or
        liabilities (or actions in respect thereof), joint or several, to which
        such seller or controlling person (or their respective directors and
        officers) may become subject under the Securities Act, the Exchange Act
        or otherwise, insofar as such losses, claims, damages or liabilities
        (and each of its directors and officers or actions in respect thereof)
        arise out of or are based upon any untrue statement or alleged untrue
        statement of any material fact contained in any registration statement
        under which such Registrable Securities were



                                      -11-
<PAGE>   13

        registered under the Securities Act, any preliminary prospectus or final
        prospectus contained in the registration statement, or any amendment or
        supplement to such registration statement, or arise out of or are based
        upon the omission or alleged omission to state a material fact required
        to be stated therein or necessary to make the statements therein not
        misleading; and the Company will reimburse such seller and each such
        controlling person (and their respective directors and officers) for any
        legal or any other expenses reasonably incurred by such seller or
        controlling person (and their respective directors and officers) in
        connection with investigating or defending any such loss, claim, damage,
        liability or action; provided that the Company will not have any
        liability (and shall not be required to provide such indemnity and hold
        harmless obligation) to the extent that any such loss, claim, damage or
        liability arises out of or is based upon any untrue statement or
        omission made in such registration statement, preliminary prospectus or
        prospectus, or any such amendment or supplement, in reliance upon and in
        conformity with written information furnished to the Company through an
        instrument duly executed by or on behalf of such holder of Registrable
        Securities specifically for use in preparation thereof.

                (ii) In the event of any registration of any of the Registrable
        Securities under the Securities Act, each holder of Registrable
        Securities included in such registration, severally and not jointly,
        will indemnify and hold harmless the Company, each of its directors and
        officers and each person and each of its directors and officers, if any,
        who controls the Company within the meaning of the Securities Act or the
        Exchange Act, against losses, claims, damages or liabilities (or actions
        in respect thereof), joint or several, to which the Company, such
        directors and officers or controlling person (or their respective
        directors and officers) may become subject under the Securities Act,
        Exchange Act or otherwise, insofar as such losses, claims, damages or
        liabilities (or actions in respect thereof) arise out of or are based
        upon any untrue statement or alleged untrue statement of a material fact
        contained in any registration statement under which such Registrable
        Securities were registered under the Securities Act, any preliminary
        prospectus or final prospectus contained in the registration statement,
        or any amendment or supplement to the registration statement, or arise
        out of or are based upon any omission or alleged omission to state a
        material fact required to be stated therein or necessary to make the
        statements therein not misleading, if the statement or omission was made
        in reliance upon and in conformity with information furnished in writing
        to the Company by or on behalf of such seller, specifically for use in
        connection with the preparation of such registration statement,
        prospectus, amendment or supplement; provided the liability of each
        holder of Registrable Securities pursuant to this Section 8.5(ii) shall
        be limited to the proceeds actually received by such holder from the
        disposition of the Registrable Securities disposed of by such holder
        pursuant to such registration.

                (iii) Each party entitled to indemnification under this Section
        8.5 (the "Indemnified Party") shall give notice to the party required to
        provide indemnification (the "Indemnifying Party") promptly after such
        Indemnified Party has actual knowledge of any claim as to which
        indemnity may be sought, and shall permit the Indemnifying Party to
        assume the defense of any such claim or any litigation resulting
        therefrom, provided that counsel for the Indemnifying Party, who shall
        conduct the defense of such claim or litigation, shall be approved by
        the Indemnified Party (whose approval shall not be unreasonably
        withheld, delayed or conditioned), and the Indemnifying Party may
        participate in such defense at such party's expense, and provided,
        further, that the failure of any



                                      -12-
<PAGE>   14

        Indemnified Party to give notice as provided herein shall not relieve
        the Indemnifying Party of its obligations under this Section 8.5 (except
        and to the extent the rights of the Indemnifying Party are materially
        prejudiced thereby). After notice from the Indemnifying Party to the
        Indemnified Party of its election to assume the defense of such claim or
        litigation, the Indemnifying Party will not be liable to such
        Indemnified Party for any legal or other expenses subsequently incurred
        by such Indemnified Party in connection with the defense thereof other
        than reasonable costs of investigation so long as and to the extent the
        Indemnifying Party continues to defend the Indemnified Party, unless the
        Indemnifying Party, in the defense of any such claim or litigation
        shall, except with the consent of each Indemnified Party, consent to
        entry of any judgment or enter into any settlement which does not
        include as an unconditional term thereof the giving by the claimant or
        plaintiff to such Indemnified Party of a release from all liability in
        respect to such claim or litigation.

                (iv) To the extent the Company after the date hereof shall agree
        to provide for contribution in any written agreement entered into with
        the stockholders of the Company if the indemnification obligations are
        otherwise unavailable, then the Company shall provide such similar
        rights to the Warrantholders in the registration of their shares.

        8.6 Information by Stockholders. Each holder of Registrable Securities
requesting to be included in any registration shall furnish to the Company such
information regarding such holder and the distribution proposed by such holder
as the Company may request in writing and as shall be required in connection
with any registration, qualification or compliance referred to in Section 8.

        8.7 Sales Without Registration. If, at the time of any transfer of any
Warrant or Registrable Securities, such Warrant or Registrable Securities shall
not be registered under the Securities Act, the Company may require, as a
condition of allowing such transfer, that the holder of a Warrant or Registrable
Securities or transferee furnish to the Company an opinion of legal counsel
satisfactory in form and substance to the Company to the effect that such
transfer may be made without registration under the Securities Act; provided
that nothing contained in this Section 8.7 shall relieve the Company from
complying with any request for registration, qualification or compliance made
pursuant to the other provisions of this Section 8.

        8.8 Rule 144 Reporting. With a view to making available to holders of
Registrable Securities the benefits of certain rules and regulations of the
Securities and Exchange Commission (the "SEC") that may permit the sale of the
Registrable Securities to the public without registration, the Company agrees
to:

                (i) file with the SEC in a timely manner all reports and other
        documents thereafter required of the Company under the reporting
        requirements of Section 13 or 15(d) of the Exchange Act; and

                (ii) furnish to each holder of Registrable Securities forthwith
        upon its request (a) a written statement by the Company as to the
        Company's compliance with the public information requirements of Rule
        144 (at any time after 90 days after the Company becomes subject to the
        reporting requirements of Section 13 or 15(d) of the Exchange Act), (b)
        a copy of the most recent annual or quarterly report of the Company, and
        (c) such other reports and



                                      -13-
<PAGE>   15

        documents as may be reasonably requested in availing any holder of
        Registrable Securities of any rule or regulation of the SEC permitting
        the sale of any such securities without registration.

        8.9 Transfer of Registration Rights. The rights to cause the Company to
register Registrable Securities granted by the Company under Section 8.1.1 may
be assigned by any holder of a Warrant Certificate to a transferee or assignee
of any Warrant Certificate (if such transfer or assignment is permitted under
Section 5), unless such transferee or assignee acquires such Warrant Certificate
through a transaction or chain of transactions involving a public offering or a
sale effected pursuant to Rule 144; provided that the holder shall give the
Company written notice at the time of or within ten days after said transfer,
setting forth the name and address of said transferee or assignee and
identifying the Warrant Certificate with respect to which such registration
rights are being assigned.

        8.10 Post-Effective Amendments. In connection with any registration
statement filed pursuant to this Section 8, the Company shall file any
post-effective amendment or amendments to the registration statement which may
be required under the Securities Act during the period reasonably required to
effect the distribution contemplated thereby.

        8.11 Cessation of Sale Activities. The Company shall notify each
participating holder of Registrable Securities during the period any
registration statement filed pursuant to this Section 8 is required to remain
effective, or at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of
which such registration statement or the prospectus contained therein, as then
in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading. Each participating holder agrees, upon receipt of such
notice, forthwith to cease making offers and sales of such securities pursuant
to such registration statement or deliveries of the prospectus contained therein
for any purpose and to return to the Company the copies of such prospectus not
theretofore delivered by such holder.

        8.12 Supplements. At a participating holder's request, the Company shall
prepare and furnish to such participating holder a reasonable number of copies
of any supplement to or amendment of such prospectus that may be necessary so
that, as thereafter delivered to the purchaser of any shares of Registrable
Securities, such prospectus shall not include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statement therein not misleading in the light of the circumstances
then existing. The Company shall promptly notify each participating holder of
any stop order or similar proceeding initiated by state or Federal regulatory
bodies and use reasonable efforts to take all necessary steps expeditiously to
remove such stop order or similar proceeding.

        SECTION 9. EXCHANGE AND TRANSFER OR WARRANT CERTIFICATES.

        9.1 Exchange and Transfer of Warrant Certificates. Subject to the terms
contained in this Agreement, upon surrender at the principal office of the
Company, Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants or the transfer
thereof may be registered in whole or in part; provided that such other Warrant
Certificates evidence the same aggregate number of Warrants as the Warrant
Certificates



                                      -14-
<PAGE>   16

so surrendered. The Company shall keep the Warrant register in which, subject to
such reasonable regulations as it may prescribe, it shall register Warrant
Certificates upon surrender of such Warrant Certificates to the Company at its
principal office for exchange or registration of transfer, properly endorsed or
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company. No service
charge shall be made for any exchange or registration of transfer of Warrant
Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange or registration of transfer. Whenever any
Warrant Certificates are so surrendered for exchange or registration of
transfer, the authorized officers of the Company shall execute and deliver to
the person or persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by the Company, as so requested. All
Warrant Certificates issued upon any exchange or registration of transfer of the
Warrant Certificates shall be the valid obligations of the Company, evidencing
the same obligations, and entitled to the same benefits under this Agreement, as
the Warrant Certificate surrendered for such exchange or registration of
transfer.

        9.2 Treatment of Holders of Warrant Certificates. Every holder of a
Warrant Certificate, by accepting the same, consents and agrees with the Company
and with every subsequent holder of such Warrant Certificate that until the
transfer of the Warrant Certificate is registered on the Warrant register,
before such Warrant Certificate is surrendered for transfer pursuant to Section
9.1 hereof, the Company may treat the registered holder of a Warrant Certificate
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.

        9.3 Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered for exchange, registration of transfer or transfer or exercise of
the Warrants evidenced thereby shall be surrendered to the Company, and all
Warrant Certificates surrendered and so delivered to the Company shall be
promptly canceled by the Company and shall not be reissued and, except as
expressly permitted by this Agreement, no Warrant Certificate shall be issued
hereunder in exchange or in lieu thereof.

        SECTION 10. NOTICES. Any notice or other document required or permitted
to be given or delivered to the Warrantholders prior to the transfer or other
disposition of any Warrant by the Warrantholders shall be delivered at or sent
by certified or registered mail to the following addresses or such other
addresses as shall have been furnished in writing by such Warrantholders to the
Company:

                             MeesPierson N.V.
                             Coolsingle 93/PO Box 749
                             3000 AS Rotterdam
                             The Netherlands
                             Attention: Hans Hanegraaf

                             First Union National Bank
                             One First Union Center
                             301 South College Street, TW-9
                             Charlotte, North Carolina 28288-0735



                                      -15-
<PAGE>   17

                             Attention: Milt Anderson

Thereafter, any notice or other document required or permitted to be given or
delivered to the Warrantholders shall be delivered to, or sent by certified or
registered mail to, each such holder at the last address shown on the books of
the Company maintained at the principal office of the Company for the
registration of transfer of the Warrants or at any more recent address of which
any Warrantholder shall have notified the Company in writing. Any notice or
other document required or permitted to be given or delivered to the Company
shall be delivered to, or sent by certified or registered mail to, the principal
office of the Company at 16 Allee Marconi, Boite Postale 260, L- 2120
Luxembourg, Attention: Chief Financial Officer, or such other address as shall
have been furnished by the Company to the Warrantholders. Any notice or other
document required or permitted to be given or delivered hereunder shall be
deemed to have been given when actually delivered to the addressee at the
address provided herein.

        SECTION 11. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants as follows:

        11.1 Capitalization. The authorized capital stock of the Company
consists of 25,000,000 shares of Common Stock (including the 300,000 shares
issued to the Warrantholders on August 2, 1999), of which 8,858,378 shares are
outstanding. All of the shares of Common Stock are duly authorized, validly
issued, fully paid and nonassessable. Except for this Agreement and as set forth
on Schedule 11.1, there is no commitment, plan, or arrangement to issue, and no
outstanding option, warrant, or other right calling for the issuance of, any
share of capital stock of the Company or any security or other instrument
convertible into, exercisable for, or exchangeable for capital stock of the
Company. There is outstanding no security or other instrument convertible into
or exchangeable for capital stock of the Company.

        11.2 Authorization; Enforceability. The Company has the corporate power
and authority to enter into and perform its obligations under this Agreement.
The execution and delivery by the Company of this Agreement have been approved
by all requisite corporate action and no other corporate proceeding on its part
is necessary to authorize this Agreement and the transactions contemplated
hereby. This Agreement constitutes the valid and binding obligation of the
Company, except as it may be affected by bankruptcy, insolvency, moratorium,
reorganization or other laws and judicial decisions affecting the rights of
creditors generally and general principles of equity.

        11.3 Issuance of Shares. The issuance of the shares of Common Stock
subject to the Warrants has been duly authorized and, when issued upon exercise
of the Warrants, such shares will have been validly issued and will be fully
paid and nonassessable.

        11.4 Publicly Traded. The Common Stock is publicly traded on NASDAQ
and the Company shall use its best efforts to maintain the listing of the Common
Stock on the NASDAQ or similar exchange during the term of this Agreement.

        SECTION 12. Reserved.

        SECTION 13. MISCELLANEOUS.



                                      -16-
<PAGE>   18

        13.1 Amendment. This Agreement may be amended by the Company, with the
consent of the Warrantholders representing a majority of the then outstanding
Warrants, for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company may deem necessary or desirable, provided that such action shall not
affect adversely the interests of any Warrantholder.

        13.2 Parties in Interest. The agreements of the Company contained
herein, other than those applicable solely to the Warrants and the
Warrantholders thereof, shall continue to inure to the benefit of and be
enforceable by, any Warrantholder(s) subsequent to the time Common Stock is
issued upon the exercise of Warrants, whether so expressed or not.

        13.3 Applicable Law. THE VALIDITY, INTERPRETATION AND PERFORMANCE OF
THIS AGREEMENT AND EACH WARRANT CERTIFICATE ISSUED HEREUNDER AND OF THE
RESPECTIVE TERMS AND PROVISIONS THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF LUXEMBOURG WITHOUT REGARD TO THE CONFLICT OF LAWS
PROVISIONS THEREOF.

        13.4 Consent to Jurisdiction. The Company hereby irrevocably consents to
the personal jurisdiction of the state and federal courts located in Southern
District of New York County, New York, in any action, claim or other proceeding
arising out of any dispute in connection with this Agreement, any rights or
obligations hereunder, or the performance of such rights and obligations. The
Company hereby irrevocably consents to the service of a summons and complaint
and other process in any action, claim or proceeding brought by the
Warrantholders in connection with this Agreement, any rights or obligations
hereunder, or the performance of such rights and obligations.

        13.5 Waiver of July Trial. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, THE COMPANY AND THE WARRANTHOLDERS HEREBY IRREVOCABLY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR
OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT,
ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS.

        13.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.

        13.7 Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal office of the Company for
inspection by each or any Warrantholder. The Company may require such
Warrantholder to submit its Warrant Certificate for inspection by the Company.

        13.8 Headings. The section headings in this Agreement are for the
purposes of convenience only and shall not constitute a part hereof.

        13.9 Extraordinary Resolution. Unless otherwise waived by all
Warrantholders, the Company shall at the last general meeting of its
shareholders immediately preceding the date that



                                      -17-
<PAGE>   19

the authorized shares of capital stock underlying the Warrants shall expire,
recommend that such shareholders pass an extraordinary resolution to the effect
that the Company extend, for another five years, the period during which the
authorized capital stock represented by the Warrants shall be valid.


                                      -18-
<PAGE>   20

        IN WITNESS WHEREOF, The Cronos Group and the Warrantholders have caused
their respective duly authorized officers to sign this Agreement.

                                          THE CRONOS GROUP

                                           By: /s/ DENNIS TIETZ
                                              --------------------------------
                                           Name: DENNIS TIETZ
                                                ------------------------------
                                           Title: CEO
                                                 -----------------------------


                                           MEESPIERSON N.V.


                                           By: /s/ J.G.H.M. HANEGRAAF
                                              --------------------------------
                                           Name: J.G.H.M. HANEGRAAF
                                                ------------------------------
                                           Title:
                                                 -----------------------------


                                           Number of Warrants Purchased: 100,000


                                           FIRST UNION NATIONAL BANK

                                           By: /s/ JESSICA TISDALE
                                              ---------------------------------
                                           Name: JESSICA TISDALE
                                                -------------------------------
                                           Title: VP
                                                 ------------------------------


                                           Number of Warrants Purchased: 100,000



<PAGE>   21

                                                                      APPENDIX A

100,000 Warrants                                                          No. 01

                       WARRANT TO PURCHASE COMMON STOCK OF
                                THE CRONOS GROUP

                     THIS WARRANT IS SUBJECT TO RESTRICTIONS
                            ON TRANSFER SET FORTH IN
                         THE AGREEMENT REFERENCED BELOW.

        This certificate certifies that [MeesPierson N.V.] [First Union National
Bank] is the registered owner of the above indicated number of Warrants, each
Warrant entitling such owner to purchase initially one share of Common Stock
("Common Stock"), of Cronos Group, S.A. (RCS Lux. B27.489), a Luxembourg societe
anonyme (hereinafter called the "Company"), at a price equal to four and 41/100
dollars ($4.41) per share (the average of the daily closing stock price as
listed on NASDAQ during the thirty (30) day period preceding the Closing Date)
(the "Warrant Price"), subject to the terms of that Warrant Agreement hereafter
referred to. Capitalized terms used but not otherwise defined in this Warrant
Certificate have the meanings set forth in the Warrant Agreement referred to
below.

        The holder may exercise the Warrant evidenced hereby by surrender to the
Company at its principal office at 16, Allee Marconi, L-2120, Luxembourg, of
this Warrant Certificate and the form of Election to Exercise attached hereto,
both duly filled in and signed, along with payment in full to the Company of the
Warrant Price in cash or immediately available funds as provided in the Warrant
Agreement and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement. According to the terms of the Warrant
Agreement, the Warrants shall cease to be exercisable at 5:00 p.m. New York time
on the later to occur of (x) August 15, 2004 and ninety (90) days and (b) the
date on which all Outstanding Obligations under the Loan Agreement have been
indefeasibly paid in full and ninety (90) days (the "Expiration Date").

        This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of July 30, 1999 (the "Warrant Agreement"), by and
between the Company, MeesPierson N.V. and First Union National Bank, and is
subject to the terms and provisions of the Warrant Agreement, which terms and
provisions are hereby incorporated by reference herein and made a part hereof.
Each holder of this Warrant Certificate consents to all of the terms contained
in the Warrant Agreement by acceptance hereof. A copy of the Warrant Agreement
is available for inspection by the registered holder hereof at the principal
office of the Company in 16, Allee Marconi, L-2120, Luxembourg.



<PAGE>   22

        The Warrant Agreement and each Warrant Certificate, including this
Warrant Certificate, shall be deemed a contract made under the laws of
Luxembourg and for all purposes shall be construed in accordance with the laws
of Luxembourg.

Dated: August __, 1999

                                            THE CRONOS GROUP


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

[Corporate Seal]

By:
   ---------------------------------

Attest:



<PAGE>   23

                                                                      APPENDIX B

                              ELECTION TO EXERCISE

                 (To be executed only upon exercise of warrant)

To________________________________


        The undersigned registered holder of the attached warrant hereby
irrevocably exercises and surrenders to the Company such warrant for, and
purchases thereunder, _______________(1) shares of Common Stock of The Cronos
Group, and herewith makes payment of $__________ therefor, in cash or
immediately available funds, and requests that the certificates for such
shares be issued in the name of, and delivered to ____________________, whose
address is _________________.


Dated:


                                            ____________________________________
                                            (Signature must conform in all
                                            respects to name of holder as
                                            specified on the face of this
                                            warrant)


                                            ____________________________________
                                                    (Street Address)



                                            ____________________________________
                                             (City)       (State)     (Zip Code)

--------

        (1) Insert here the number of shares called for on the face of this
warrant (or, in the case of a partial exercise, the portion thereof as to which
this warrant is being exercised), in either case without making any adjustment
for additional shares of common stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of this warrant,
may be delivered upon exercise. In the case of a partial exercise, a new warrant
or warrants will be issued and delivered, representing the unexercised portion
of this warrant, to the holder surrendering the same.