**Exhibit 10.2**AMENDMENT NUMBER 3 TO MEMBERS AGREEMENT     THIS AMENDMENT NUMBER 3, dated as of June 15, 2005 (this “Amendment”), to the MembersAgreement, dated as of September 18, 2002 and amended by Amendment Number 1 thereto as of June 15,2004 and Amendment Number 2 thereto as of July 8, 2004 (as amended or supplemented from time totime as permitted thereby, the “Members Agreement”), among CF LEASING LTD., a company organized andexisting under the laws of Bermuda (together with its successors and permitted assigns, the“Borrower”), FB AVIATION & INTERMODAL FINANCE HOLDING B.V. (f/k/a MeesPierson Transport & LogisticsHolding B.V.), a *Besloten Vennootschap*organized and existing under the laws of The Netherlands(“FBH”), and CRONOS EQUIPMENT (BERMUDA) LIMITED, a company organized and existing under the laws ofBermuda (“Cronos”), and joined by CRONOS CONTAINERS (CAYMAN) LTD., a company organized and existingunder the laws of the Cayman Islands and by THE CRONOS GROUP, a societe anonyme holding organizedand existing under the laws of Grand Duchy of Luxembourg.WITNESSETH:     WHEREAS, the parties previously entered into the Members Agreement; and     WHEREAS, the parties desire to amend the Members Agreement in order to modify certainprovisions of the Members Agreement.     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, theparties hereto agree as follows:     SECTION 1. Defined Terms. Capitalized terms used in this Amendment and not otherwisedefined herein shall have the meanings assigned in the Members Agreement.     SECTION 2. Amendment to the Members Agreement. Effective upon the date hereof,following the execution and delivery hereof,     (a) Section 1.1 shall be amended by deleting the term “Commitment Expiration Date” in itsentirety and replacing it with the following:“**Commitment Expiration Date**. The earlier to occur of (x) the date on which an EarlyAmortization Event occurs and (y) December 31, 2005 (or, in the case of clause (y),such later date as may be agreed to by all of the Members).”;     (b) Section 1.1 shall be amended by deleting the term “Purchase Parameters” in its entiretyand replacing it with the following:“**Purchase Parameters**. The policy employed by the Manager from time to time inacquiring New Containers for the account of the Borrower, as such policy may beamended from time to time by a Board Majority. The “Purchase Parameters” are asfollows:(i) the maximum purchase price to be paid by the Borrower for any standard dry cargoContainer shall not exceed $2,500 per CEU;(ii) the maximum purchase price to be paid by the Borrower for any SpecializedContainers shall not exceed the amount in effect and previously approved by a BoardMajority;(iii) if such Container is a New Container and will be subject to either a TermLease or a Finance Lease on the date on which it is acquired by the Borrower, theprojected ARPEC for such**E5**
 

 
**Exhibit 10.2**Lease shall be not less than the sum of (A) three month LIBOR on such date and (B)eleven percent (11%). In this regard, “ARPEC” shall mean a fraction (expressed as apercentage) the numerator of which is equal to the product of (A) the daily leaserental attributable to such Container pursuant to the terms of such Lease and (B)365, and the denominator of which is equal to the original equipment cost of suchContainer; and(iv) if such Container is a New Container and will be subject to a Master Lease onthe date of acquisition by the Borrower, then, when considered with all other NewContainers then owned by the Borrower, the sum of the Net Book Values of all NewContainers then subject to the terms of a Master Lease shall not exceed an amountequal to the product of (A) twenty-five percent (25%) and (B) the sum of the thenNet Book Values of all New Containers then owned by the Borrower.”;     SECTION 3. Effectiveness of Amendment; Terms of this Amendment.     (a) This Amendment shall become effective as of June 15, 2005.     (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns.     (c) On and after the execution and delivery hereof, (i) this Amendment shall be a part of theMembers Agreement, and (ii) each reference in the Members Agreement to “this Agreement” or“hereof”, “hereunder” or words of like import, and each reference in any other document to theMembers Agreement shall mean and be a reference to the Members Agreement as amended or modifiedhereby.     (d) Except as expressly amended or modified hereby, the Members Agreement shall remain in fullforce and effect and is hereby ratified and confirmed by the parties hereto.     SECTION 4. Execution in Counterparts. This Amendment may be executed by the partieshereto in separate counterparts, each of which shall be deemed to be an original and all of whichshall constitute together but one and the same agreement.     SECTION 5. Governing Law. **THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES;*****PROVIDED*****THATSECTION 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 THESTATE OF NEW YORK.**     SECTION 6. Consent to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THEPARTIES HERETO ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR ANY TRANSACTION CONTEMPLATEDHEREBY, MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY AND COUNTY OF NEW YORK, STATEOF NEW YORK AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TOTHE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND, SOLELY FOR THE PURPOSES OFENFORCING THIS AMENDMENT, EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANYSUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBY IRREVOCABLY APPOINTAND DESIGNATE CT CORPORATION SYSTEM, HAVING AN ADDRESS AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK,10011, ITS TRUE AND DULY AUTHORIZED AGENT FOR THE LIMITED PURPOSE OF RECEIVING AND FORWARDING LEGALPROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO AGREES THAT SERVICE OFPROCESS UPON SUCH PARTY SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS ON SUCH PERSON. PURSUANTTO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402, EACH PARTY HERETO SHALL MAINTAIN THEDESIGNATION AND APPOINTMENT OF SUCH AUTHORIZED AGENT UNTIL THE TERMINATION OF THE MEMBERSAGREEMENT. IF SUCH AGENT SHALL CEASE TO SO ACT, THE PARTIES HERETO SHALL IMMEDIATELY DESIGNATE ANDAPPOINT ANOTHER SUCH**E6**
 

 
**Exhibit 10.2**AGENT AND SHALL PROMPTLY DELIVER TO THE PARTIES HERETO EVIDENCE IN WRITING OF SUCH OTHERAGENT’S ACCEPTANCE OF SUCH APPOINTMENT.[Signature page follows.]**E7**
 

 
**Exhibit 10.2**     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of thedate first written above.       CF LEASING LTD.       By: /s/ DENNIS J. TIETZ    Name: Dennis J. Tietz    Title: Director       CRONOS EQUIPMENT (BERMUDA) LIMITED       By: /s/ PETER J. YOUNGER    Name: Peter J. Younger    Title: Director       THE CRONOS GROUP       By: /s/ DENNIS J. TIETZ    Name: Dennis J. Tietz