**Exhibit 10.3****THIS DEED OF SETTLEMENT**is made on 27 of June 2006**BETWEEN:**(1) Russell John Carman of Bates Weston, The Mills, Canal Street, Derby, DE1 2RJ in his capacityas liquidator of TI and T2 (**Mr Carman**)(2) Transocean Equipment Manufacturing and Trading Limited (a company registered in England andWales with company number 01611473 and incorporated on 4 February 1982 as a private companylimited by shares under the Companies Acts 1948-1980, whose registered office is at The Mills,Canal Street, Derby, DE1 2RJ) (in liquidation) (**T1)**(3) Transocean Equipment Manufacturing and Trading Limited (a company registered in the Isle ofMan with company number 056415C and incorporated on 21 November 1991 as a private companylimited by shares under the Companies Act 1931-1986, whose registered office is at The Mills,Canal Street, Derby, DE1 2RJ) (in liquidation) (**T2**)(4) The Cronos Group SA (a company registered in Luxembourg with company number RCS LUX B27.489)whose registered office is at 5, Rue Guillaume Kroll, L-182 Luxembourg (**Cronos SA**)(5) Cronos Containers NV (a company registered in the Netherlands Antilles under number 38313 andincorporated on 20 July 1983 as a private company limited by shares under the law of theNetherlands Antilles) whose registered office is at Carawaraweg 88, Curaçao, NetherlandsAntilles (**Cronos NV**)(6) Cronos Containers (Cayman) Limited (a company registered in the Cayman Islands under numberCR-81470 and incorporated on May 5, 1998 as a private company limited by shares under the lawsof the Cayman Islands) whose registered office is at Queensgate Bank and Trust CompanyLimited, PO Box 30464 SMB, Queensgate House, South Church Street, George Town, Grand Cayman,Cayman Islands (**Cronos Cayman**)together the **Parties****WHEREAS:**(A) Mr Carman has issued proceedings on 13 December 2004 and 2 November 2005, in his capacity asliquidator of T1 and T2, against Cronos SA, Cronos NV and Cronos Cayman for relief pursuant tosection 213 of the Insolvency Act 1986. (B) Mr Carman has threatened other proceedings against the Cronos Entities. (C) Cronos NV has taken assignments of 100% of the known claims in the liquidations of T1 and T2. (D) The Parties intend to effect a full and final settlement of all Claims that any one or moreof them may have against any one or more of the others by this Agreement without admission ofany liability or fault.
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Exhibit 10.3**IT IS HEREBY AGREED AS FOLLOWS:**1 **DEFINITIONS**1.1 In this Agreement, unless the context otherwise requires, the following expressions have thefollowing meanings:**Action:**means any demand, complaint, claim or counterclaim, action, suit or proceeding,including contribution or indemnification proceedings (whether intimated, actual,prospective or contingent) which Mr Carman, T1 and T2 or any one or more of them have, mayhave or have had in respect of any monies, damages, losses, liabilities, interest, costs orprofessional fees or otherwise, of whatsoever nature and whensoever, wheresoever andhowsoever arising, directly or indirectly, whether or not known and whether or not existingin law as at the date of this Agreement, against MKB.**Agreement:**means this Deed of Settlement.**Claims:**means (A) any demand, complaint, claim or counterclaim, action, suit or proceeding,including contribution or indemnification proceedings, (whether intimated, actual,prospective or contingent) which Mr Carman, T1 and T2 or any one or more of them have, mayhave or have had or, but for the execution of this Agreement, could or might have, inrespect of any monies, damages, losses, liabilities, interest, costs or professional fees orotherwise, of whatsoever nature and whensoever, wheresoever and howsoever arising, directlyor indirectly, whether or not known and whether or not existing in law as at the date ofthis Agreement, against any, or all of the Cronos Entities.and also means (B) any demand, complaint, claim or counterclaim, action, suit or proceeding,including contribution or indemnification proceedings (whether intimated, actual,prospective or contingent) which any or all of the Cronos Entities have, may have or havehad or, but for the execution of this Agreement, could or might have, in respect of anymonies, damages, losses, liabilities, interest, costs or professional fees or otherwise, ofwhatsoever nature and whensoever, wheresoever and howsoever arising, directly or indirectly,whether or not known and whether or not existing in law as at the date of this Agreement(including for the avoidance of doubt any claim, or entitlement to apply to the Court, underthe Insolvency Act 1986 or Insolvency Rules 1986 and whether for substantive relief or fordirections or otherwise and whether in the capacity of a creditor or creditors, or assigneeor assignee of such creditor(s), in the T1 and/or T2 liquidations or otherwise), against MrCarman, T1 or T2 arising out of or in connection with the liquidations of or businesses ofT1 or T2.**Costs Orders:**means orders of the High Court which provide that the Cronos Entities shouldpay Mr Carman certain of his costs of the s213 proceedings to date, including the Orders ofMr Justice Lindsay dated 17 June 2006, Mr Justice Evans Lombe dated 19 July 2005 and 20January 2006, Mr Justice Warren dated 24 May 2006 and Mr Justice Patten dated 12 June 2006.Exhibit 10.3**Cronos Entities:**means Cronos SA, Cronos Cayman, Cronos NV and includes all their directors,former directors, employees and former employees and their agents, former agents, advisersand former advisers, and any subsidiary or affiliated.
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Exhibit 10.3companies (save, for the purposes ofClause 6.6 only, Dr Stefan Palatin and Mrs Margit Palatin).**MKB:**means MKB Bank NYRT, a bank registered in Hungary.**s127 Proceedings:**means the proceedings issued by Mr Carman, in his capacity as liquidatorof T1 and T2, against MKB for relief pursuant to section 127 of the Insolvency Act 1986 on13 July 2004 (claim numbers 19 of 2004 and 46 of 2003).**s213 Proceedings:**means the proceedings issued by Mr Carman, in his capacity as liquidatorof T1 and T2, against Cronos SA, Cronos NV and Cronos Cayman for relief pursuant to section213 of the Insolvency Act 1986 on 13 December 2004 and 2 November 2005 (claim numbers 4731and 4732 of 2004).1.2 In the interpretation of this Agreement, unless the context otherwise requires: (a) headings are for reference only and do not affect the interpretation of thisAgreement;  (b) references to ‘Clauses’ are to clauses of this Agreement; and  (c) the singular shall include the plural and vice versa.2 **CONDITION PRECEDENT**2.1 Clauses 3 to 7 of this Agreement are subject to both: (a) MKB providing written confirmation to Cronos SA, Cronos NV and Cronos Caymanthat the guarantee (reference 04GI486977) provided to MKB by Fortis Bank Nederland NVon 21 March 2006 in the amount of $435,000 inclusive of interest and costs is released.The Cronos Entities will use their reasonable commercial endeavours to obtain suchconfirmation, and will notify Mr. Carman’s solicitors forthwith upon receipt thereof.  (b) MKB countersigning (by way of agreement) a consent order signed by Mr. Carmanin the form set out in the terms attached hereto marked Schedule 1 (the effect of whichis that Mr. Carman and MKB will consent to the dismissal of the s127 Proceedings withno order as to costs, conditional upon MKB having provided written confirmation toCronos SA, Cronos NV and Cronos Cayman as aforesaid). Mr. Carman will use hisreasonable commercial endeavours to obtain MKB’s signature to such a consent order, andwill notify the solicitors for Cronos SA, Cronos NV and Cronos Cayman forthwith uponreceipt thereof.
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Exhibit 10.33 **PAYMENT**3.1 The Cronos Entities will pay Mr Carman’s solicitors Geldards LLP the sum of £225,000 withoutdeduction or set-off within 14 days of Mr. Carman serving and filing due notice discontinuingthe s213 Proceedings. 3.2 Mr Carman will not take any steps to pursue recovery of any outstanding amounts under anyCosts Orders. 3.3 The Cronos Entities will not take any steps to pursue recovery of any costs arising in thes213 Proceedings.4 **RELEASE**4.1 The payment set out in Clause 3.1 and the provisions of Clause 3.2 are in full and finalsettlement of any and all Claims (save for the claim identified in Clause 6.6). Mr Carman, T1and T2 and each of them and the Cronos Entities accordingly each agree that upon the paymentset out in Clause 3.1 being made, all such Claims shall thereby be released, waived andabandoned absolutely. 4.2 The Parties shall take all necessary steps to discontinue the s213 Proceedings and Mr Carmanshall take all necessary steps to procure the dismissal with no order as to costs of the s127proceedings respectively as soon as possible following execution of this Agreement. For theavoidance of doubt, it is agreed that each of the Parties shall bear their own costs of thes213 Proceedings.5 **FURTHER CONDUCT OF THE LIQUIDATION**5.1 Mr. Carman will not pursue any claim or claims of any kind that he has or may have or thatexist or may exist, now or in the future, in the liquidations of, or as liquidator of T1 or T2against any third party save as expressly set out in this Agreement. Cronos NV agrees that itwill not require Mr. Carman to pursue any such claims, and waives any right that they have,but for the execution of this Agreement, to compel or direct him to do so. 5.2 Mr Carman will, on execution of this Agreement, take all necessary steps to pursue theorderly and prompt closure of the liquidations of T1 and T2. 5.3 Cronos NV and any successor and assigns agree that they do not require Mr. Carman to applyfor the Court’s sanction of this Agreement and acknowledge that there is in the circumstancesno need for him to do so and expressly waive any claim they may have arising from or inconnection with his failure to do so. 5.4 None of the Cronos Entities will oppose, by any means whatsoever, Mr. Carman’s release in duecourse as liquidator of T1 and T2. 5.5 Mr Carman, T1 and T2 agree that if requested in writing by Denton Wilde Sapte on behalf ofthe Cronos Entities they will (so far as it is within their power or powers so to do) assignthe Action and/or the fruits of the Action to the Cronos Entities.6 **COVENANT NOT TO SUE**
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Exhibit 10.36.1 Mr Carman and T1 and T2 each covenant in favour of the Cronos Entities that they will nottake any step or proceeding to make or assert any Claim (save for the purpose of giving effectto this Agreement and save also for the purpose of pursuing the claim referred to in Clause6.6). 6.2 The Cronos Entities each covenant in favour of Mr Carman and T1 and T2 that they will nottake any step or proceeding to make or assert any Claim (save for the purpose of giving effectto this Agreement). 6.3 Mr Carman and T1 and T2 each covenant in favour of the Cronos Entities that they will nottake any step or proceeding to make or assert any demand, complaint, claim or counterclaim,action, suit or proceeding, including contribution or indemnification proceedings (whetherintimated, actual, prospective or contingent) which Mr Carman, T1 and T2 or any one or more ofthem have, may have or have had in respect of any monies, damages, losses, liabilities,interest, costs or professional fees or otherwise, of whatsoever nature and whensoever,wheresoever and howsoever arising, directly or indirectly, whether or not known and whether ornot existing in law as at the date of this Agreement, against MKB. 6.4 The Cronos Entities and any successor and assigns each covenant that they will not take anystep or proceeding to make or assert any demand, complaint, claim or counterclaim, action,suit or proceeding, including contribution or indemnification proceedings (whether intimated,actual, prospective or contingent) which any one or more of them have, may have or have had inrespect of any monies, damages, losses, liabilities, interest, costs or professional fees orotherwise, arising out of the Action, against MKB. 6.5 In the event that (notwithstanding the foregoing paragraphs of this clause) any such Claim orclaim is made, then the Party in breach of the foregoing paragraphs shall indemnify such ofthe other Parties as may be affected thereby against all costs expenses and liabilitieswhatsoever occasioned by such Party as a result. 6.6 Nothing in this Agreement shall preclude Mr Carman, T1 and/or T2 from continuing with the CPRPart 8 order for sale proceedings issued on 13 September 2005 (Claim No. HC 05 C 02476) inrelation to charged securities held by Dr Stefan Palatin and Mrs Margit Palatin by way ofenforcement of judgments already obtained against each of them.7 **NON-ADMISSION OF LIABILITY**  It is expressly agreed and acknowledged by the Parties and each of them that the executionand performance of this Agreement is not, and is not to be construed as, any admissionwhatsoever of any Claim against or liability of the Parties in connection with any suchClaim or at all, and further that the payment set out in Clause 3.1 and the acceptancethereof by Mr. Carman and the provisions of Clause 3.2 are made purely for commercialreasons.8 **CONFIDENTIALITY**8.1 The Parties and each of them agree to keep confidential the existence and terms of thisAgreement save that (for the avoidance of doubt) the Parties and their legal advisers
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Exhibit 10.3  may make such disclosure by compulsion of law or regulation, or to any of their respectivelawyers, auditors or insurers, or in order to secure compliance with this Agreement in theevent of breach by any Party. 8.2 If any Party shall be entitled to disclose the existence or terms of this Agreement and infact makes such disclosure, that Party shall use reasonable commercial endeavours to imposeupon the third party concerned a duty of confidentiality equivalent to that contained in thisAgreement.9 **SUCCESSORS IN TITLE**  This Agreement shall be binding upon and inure to the benefit of the successors in title andassigns of each of the Parties.10 **GOVERNING LAW AND JURISDICTION**10.1 This Agreement shall be governed by and construed in accordance with English law. 10.2 The Parties and each of them shall submit to the non-exclusive jurisdiction of the EnglishCourts for the purpose of any action to enforce the terms of this Agreement.11 **THIRD PARTY RIGHTS**  A person who is not a Party to this Agreement has no rights under the Contracts (Right ofThird Parties) Act 1999 (“the Act”) to enforce any term of this Agreement but this does notaffect any rights or remedy of a third party which exists or is available other than underthe Act.12 **COUNTERPARTS**  This Agreement may be executed in counterparts, each of which when so executed and deliveredshall be an original, but all such counterparts shall together constitute one and the sameinstrument.13 **COSTS**  Each of the Parties shall pay its own costs in relation to the negotiation, agreement andcompletion of this Agreement and in relation to any legal documentation arising out of thisAgreement.14 **BREACH**  The Parties and each of them acknowledge that damages would not be an adequate remedy forany breach of the terms of this Agreement and that the remedies of injunction, specificperformance or other equitable relief will be available in the event of any actual orthreatened breach of the terms of this Agreement.15 **ASSIGNMENT**15.1 The Parties and each of them warrant that they have not sold, assigned, transferred orotherwise disposed of any Claims, or any rights which may give rise to Claims, against any ofthe other Parties.
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Exhibit 10.315.2 None of the Parties shall assign or transfer any of the rights or obligations under thisAgreement without the prior written consent of the other Parties (such consent not to beunreasonably withheld).16 **ENTIRE AGREEMENT**  This Agreement shall constitute the entire agreement between theParties in relation to the subject matter hereof and all other termsare expressly excluded. The Parties acknowledge that in entering intothis Agreement they are not relying upon any statement orrepresentation made by or on behalf of any other Party, whether or notin writing, at any time prior to the execution of this Agreement,which is not expressly set out in this Agreement.
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Exhibit 10.3**Executed**as a deed and delivered on the date appearing at the beginning of this Deed.     **Executed as a deed**by Russell John   )  /s/ RUSSELL JOHN CARMANCarman in the presence of:)      Signature of witness:    /s/ A A ALBUTT   Name of witness: A A ALBUTT   Address: 6 HAMILTON CLOSE     MICKLEOVER     DERBY DE3 9LZ   **Executed as a deed**by Transocean)  /s/ RUSSELL JOHN CARMANEquipment Manufacturing and) Trading Limited (a company) registered in England and Wales)) (in liquidation) acting by Russell) John Carman its liquidator under the) powers conferred on him by Schedule   ) 4 to the Insolvency Act 1986)      /s/ A A ALBUTT     **Executed as a deed**by Transocean)  /s/ RUSSELL JOHN CARMANEquipment Manufacturing and) Trading Limited (a company) registered in the Isle of Man)) (in liquidation) acting by Russell) John Carman its liquidator under the) powers conferred on him by Schedule) 4 to the Insolvency Act 1986)    /s/ A A ALBUTT  
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Exhibit 10.3   Executed as a deed by The Cronos Group SA)  /s/ DENNIS J. TIETZand signed by its Chairman and Chief Executive   ) Officer, being a person who in accordance) with the law of Luxembourg is acting) under the authority of the company, in) the presence of:)    Signature of witness: /s/ ELINOR WEXLER   Name of witness: Elinor Wexler   Address: c/o Cronos Capital Corp     1 Front St., 925     San Francisco, CA 94111   Executed as a deed by Cronos Containers NV  )  /s/ DENNIS J. TIETZand signed by a director of the company,) being a person who in accordance) with the law of the Netherlands Antilles is) acting under the authority of the company,) in the presence of:     Signature of witness: /s/ ELINOR WEXLER   Name of witness: Elinor Wexler   Address: c/o Cronos Capital Corp     1 Front St., 925     San Francisco, CA 94111   Executed as a deed by Cronos Containers)  /s/ DENNIS J. TIETZ(Cayman) Limited and signed by a director) of the company, being a person who in) accordance with the law of the Cayman Islands   ) is acting under the authority of the company,) in the presence of)    Signature of witness: /s/ ELINOR WEXLER   Name of witness: Elinor Wexler   Address: c/o Cronos Capital Corp     1 Front St., 925     San Francisco, CA 94111
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