##### 



Exhibit 10.1
 AMENDMENT NUMBER 1 TO AMENDED AND RESTATED  MANAGEMENT AGREEMENT
  WITNESSETH
    Defined Terms
 Full Force and Effect
 Amendment to the Management Agreement
 (a)
    
    The defined term Consolidated Tangible Net Worth Leverage Ratio in
Section 1 of the Management Agreement is hereby amended and restated in its
entirety as follows:Consolidated Tangible Net Worth Leverage Ratiomeans, for The Cronos Group,
the ratio of (i) the sum of (x) The Cronos Groups Total Debt plus Capital Lease
Obligations (without duplication) and (y) 50% of the Total
 E1




---



##### 



Exhibit 10.1
 Debt of the Borrower, to (ii) The Cronos Groups Consolidated Tangible Net
Worth.(b)
    
    The defined term Capital Lease Obligations is hereby added to Section 1
of the Management Agreement:Capital Lease Obligationsmeans, for The Cronos Group, at the time any
determination is to be made, the amount of the liability in respect of a capital
lease that would at that time be required to be capitalized on The Cronos
Groups balance sheet in accordance with GAAP.(c)
    
    The defined Total Debt is hereby added to Section 1 of the Management
Agreement:Total Debtmeans, for any Person at the end of each fiscal quarter of such
Person, the sum of all of such Persons indebtedness, as determined in
accordance with GAAP and as reported on the most recently available quarterly
financial statements of such Person.(d)
    
    Clause (ii) of Section 7.13 of the Management Agreement is hereby
amended and restated in its entirety as follows:(ii) a certificate setting forth the financial calculations for The Cronos
Group with respect to Sections 11.1(p), 11.1(r) and 11.1(t) hereof as of such
quarter end; and(e)
    
    Section 11.1(p) of the Management Agreement is hereby amended and
restated in its entirety as follows:(p) the Consolidated Tangible Net Worth of The Cronos Group (as reflected in
the most recently available financial statements of The Cronos Group delivered
pursuant to Section 7.12 hereof) shall be less than an amount equal to the sum
of (i) Fifty Million Dollars ($50,000,000) and (ii) the product of (x) fifty
percent (50%) and (y) all consolidated net income (but not reduced for net
losses), determined in accordance with GAAP, of The Cronos Group and its
consolidated Subsidiaries for all periods commencing after December 31, 2004;(f)
    
    Section 11.1(t) of the Management Agreement is hereby amended and
restated in its entirety as follows:(t) the Consolidated Tangible Net Worth Leverage Ratio of The Cronos Group
shall be greater than 4.50:1.00.
 Representations, Warranties and Covenants
 E2




---



##### 



Exhibit 10.1
  Effectiveness of Amendment
    Execution in Counterparts
 Governing Law THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES; PROVIDED THAT SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
 Consent to Jurisdiction provided,
however
  E3




---



##### 



Exhibit 10.1
  CF LEASING LTD., as BorrowerBy:
    
    /s/ PETER J. YOUNGERName:
    
    Peter J. YoungerTitle:
    
    DirectorCRONOS CONTAINERS (CAYMAN) LTD., as ManagerBy:
    
    /s/ DENNIS J. TIETZName:
    
    Dennis J. TietzTitle:
    
    Director
  FORTIS BANK (NEDERLAND) N.V., as AgentBy:
    
    /s/ R. J. VAN DAMName:
    
    R. J. Van DamTitle:
    
    Deputy DirectorBy:
    
    /s/ H. P. DE KOOLName:
    
    H. P. De KoolTitle:
    
    Manager
 E4