SERVICE AGREEMENT

(1)

CRONOS CONTAINERS LIMITED a company incorporated in England and Wales with company number 1543912 and whose registered office is at Orchard Lea, Winkfield Lane, Winkfield, Windsor SL4 4RU (“the Company”); and

(2)

FRANK VAUGHAN of 151 Broad Hinton, Twyford, Berkshire, RG10 OXJ (“the Executive”).

(A)

The Executive employment with the Company commenced on 7 May 1991

(B)

The Company has appointed the Executive in the capacity as Vice President, Finance of the Company.

1

Interpretation

1.1

The headings and marginal headings to the clauses are for convenience only and have no legal effect.

1.2

Any reference in this Agreement to any Act or delegated legislation includes any statutory modification or re-enactment of it or the provision referred to.

1.3

In this Agreement:

2

Appointment and duration

2.1

The Company appoints the Executive and the Executive agrees to serve as Vice President, Finance of the Company or in such other appointment as may from time to time be agreed. The Executive accepts that the Company may at its discretion direct him to perform other duties or tasks not within the scope of his normal duties and the Executive agrees to perform such duties or undertake such tasks as if they were specifically required under this Agreement provided performance of any such duties or tasks by the Executive shall not affect the Executive’s right to the remuneration provided for under this Agreement.

2.2

The appointment commenced on 1 October 1998 and shall continue (subject to earlier termination as provided in this Agreement) until 30 November 2001 and thereafter shall continue until terminated by either party giving to the other not less than 3 months written notice.

2.3

The Company may from time to time appoint any other person or persons to act jointly with the Executive in his appointment.

2.4

The Executive warrants that by virtue of entering into this Agreement or any other agreement between a Group Company and the Executive, he will not be in breach of

any express or implied terms of any contract with or of any other obligation to any third party binding upon him.

3

Duties of the Executive

3.1

The Executive shall at all times during the period of this Agreement:

3.1.1

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

3.1.2

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

3.1.3

obey all lawful and reasonable directions of Chairman of the Company and/or the board;

3.1.4

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

3.1.5

keep the Chairman and/or the Board promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and its Group Companies and provide such explanations as the Chairman and/or the Board may required;

3.1.6

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

3.1.7

not take any action prejudicial to the interests of the Company or any Group Company.

3.2

The Executive shall (without further remuneration) if and for so long as the Company require during the period of this Agreement:

3.2.1

carry out the duties of his appointment on behalf of any Group Company;

3.2.2

act as an officer of any Group Company or hold any other appointment or office as nominee or representative of the Company or any Group Company;

3.2.3

carry out such duties and the duties attendant on any such appointment as if they were duties to be performed by him on behalf of the Company.

4

Place of work and residence

The Executive shall perform his duties at the business premises of the Company at Orchard Lea, Winkfield Lane, Winkfield, Windsor, Berkshire, England and/or such other place of business of the Company or of any Group Company as the Company requires.

5

Pay

5.1

During his appointment the Company shall pay the Executive:-

5.1.1

a salary at the rate of £79,972 per year which shall accrue day-to-day and be payable by equal monthly instalments in arrears on or about the 25 ^th day of each month. The salary shall be deemed to include any fees receivable by the Executive as a Director of the Company or any Group Company, or of any other company or unincorporated body in which he holds office as nominee or representative of the Company or any Group Company; and

5.1.2

The Executive shall be entitled to participate in the Company’s discretionary bonus programme in accordance with its terms and conditions and which pays a discretionary bonus based on Company and personal performance. The entitlement to participate in the Company’s discretionary bonus programme will cease on termination of employment or if the Executive is placed on garden leave pursuant to the provisions of clause 12.5 hereof

5.2

The Executive’s salary may be reviewed by the Board annually on 1 ^st January and the rate of salary may be increased by the Company with effect from that date and by such amount if any as it shall in its absolute discretion think fit save for the avoidance of doubt the first such review shall not take place prior to 1 January 2001

5.3

The Executive acknowledges and agrees that he is not entitled to the benefit of a company car and the Executive’s pay as stated in 5.1.1 includes an increase in the sum of £11,100 in consideration of such agreement.

6

Pension

6.1

The Company does not operate a contracted-out pension scheme, so there is no contracting out certificate in force.

6.2

At the Company’s discretion, the Executive may be entitled to participate in the Company’s Group Personal Pension Plan subject to the terms of the rules from time to time which are available for inspection from the Human Resources Department. The Company shall be entitled at any time to terminate the plan or the Executive’s membership of it.

7

Insurance benefits

7.1

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

8

Expenses

8.1

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

8.2

Where the Company issues a company sponsored credit or charge card to the Executive he shall use such card only for expenses reimbursable under clause 8.1 above, and shall return it to the Company forthwith on the termination of his employment

9.1

In addition to English public holidays the Executive is entitled to 25 working days paid holiday in each year (which runs from 1 ^st January to 31 December) to be taken at such time or times as are agreed with the Board. The Executive shall not without the consent of the Board carry forward (save for a maximum of 5 days) any unused part of his holiday entitlement to a subsequent holiday year.

9.2

For the holiday year during which his appointment commences or terminates, the Executive is entitled to 2 working days holiday for each complete calendar month of his employment by the Company during that holiday year. On the termination of his appointment for whatever reason, the Executive shall either be entitled to pay in lieu of outstanding holiday entitlement or be required to repay to the Company any salary received for holiday taken in excess of his actual entitlement. The basis for payment and repayment shall be 1/260 x of the Executive’s annual basic salary for each day.

10

Sickness

10.1

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

10.2

If the Executive shall be absent due to sickness (including mental disorder) or injury duly certified in accordance with the provisions of clause 10.1 hereof, he shall be entitled to his full basic salary hereunder for a period up to six months of continuous absence or for 25 days absence in aggregate in any period of 12 months and thereafter such remuneration, if any, as the Board shall from time to time determine provided that such remuneration shall be inclusive of any statutory sick pay to which the Executive is entitled under the provisions of the Social Security Benefits Act 1992 and any Social

Security Sickness Benefit or other benefits recoverable by the Executive (whether or not recovered) may be deducted therefrom.

10.3

For Statutory Sick Pay purposes the Executive’s qualifying days shall be his normal working days.

10.4

At any time during the period of his appointment, (but not normally more often than once every second year) the Executive shall at the request and expense of the Company permit himself to be examined by a registered medical practitioner to be selected by the Company and shall authorise such medical practitioner to disclose to and discuss with the Company’s medical adviser the results of such examination and any matters which arise from it in order that the Company’s medical adviser can notify the Company of any matters which, in his opinion, might hinder or prevent the Executive (if during period of incapacity) from returning to work for any period or (in other circumstances) from properly performing any duties of his appointment at any time.

11

Confidentiality

11.1

The Executive acknowledges that during his employment with the Company he will have access to and will be entrusted with confidential information and trade secrets relating to the business of the Company, other Group Companies and their customers and suppliers (“Confidential Information”).

11.2

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

(a)

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

(b)

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

(c