THE JORDAN COMPANY, L.P.MANAGEMENT CONSULTING AGREEMENT

                                                                   EXHIBIT 10.10



            THE JORDAN COMPANY, L.P. MANAGEMENT CONSULTING AGREEMENT


         THIS MANAGEMENT CONSULTING AGREEMENT ("Agreement"), is executed as of
November 3, 2004 by and among The Jordan Company, L.P. (the "Consultant"), TAL
International Group, Inc., a Delaware corporation (the "Company"), and its
direct or indirect subsidiaries, including those party hereto (each are referred
to as a "Subsidiary" and collectively as the "Subsidiaries").

                              W I T N E S S E T H:
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         WHEREAS, the Consultant has and/or has access to personnel who are
highly skilled in the field of rendering advice to businesses such as the
Company;

         WHEREAS, the Board of Directors of the Company has been made fully
aware of the relationships of certain members of the Company's Board of
Directors to the Consultant;

         WHEREAS, the Company's Board of Directors has reviewed in detail and
discussed the terms and provisions of this Agreement and the fairness of this
Agreement and whether more favorable agreements for the Company could be
obtained from unaffiliated third parties; and

         WHEREAS, on the basis of its review of this Agreement, the Board of
Directors of the Company deemed it advisable and in the best interests of the
Company and necessary to the conduct, promotion, and attainment of the business
objectives of the Company that the Company retain Consultant to provide business
and financial advice to the Company.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, the parties hereto do hereby agree as
follows:

     1. The Company hereby retains the Consultant, through the Consultant's own
personnel or through personnel available to the Consultant, to render consulting
services from time to time to the Company and its direct and indirect
Subsidiaries (whether now existing or hereafter acquired) in connection with
their acquisitions, divestitures and investments, their financial and business
affairs, their relationships with their lenders, stockholders and other
third-party associates or affiliates, and the expansion of their businesses.
Consultant shall render such services to the Company and/or its direct and
indirect Subsidiaries in good faith and in accordance with professional
standards and applicable law. The term of this Agreement shall commence the date
hereof and continue until December 31, 2009, unless extended, or sooner
terminated, as provided in Section 5 below. The Consultant's personnel shall be
reasonably available to the Company's managers, auditors and other personnel for
consultation and advice pursuant to this Agreement, subject to Consultant's
reasonable convenience and scheduling. Services may be rendered at the
Consultant's offices or at such other locations selected by the Consultant as
the Company and the Consultant shall from time to time agree.






     2. (a) In recognition of the services rendered through the date hereof by
the Consultant in connection with the evaluation, negotiation, financing and
closing of the Stock Purchase Agreement, dated July 10, 2004, between TA Leasing
Holding Co., Inc. and Klesch & Company Limited, as amended, and related
financing, the Company shall pay Consultant a fee of $14,000,000.

        (b) In addition to the foregoing, in recognition of the services 
rendered through the date hereof by the Consultant for the evaluation,
negotiation, financing and closing of the Stock Purchase Agreement, dated July
10, 2004, between TA Leasing Holding Co., Inc. and Klesch & Company Limited, as
amended (the "SPA"), and related financing, the Company shall pay all reasonable
and documented out-of-pocket costs and expenses incurred by Consultant for
services provided by the entities listed on Exhibit I in connection with such
evaluation, negotiation, financing and closing, promptly after submission of the
appropriate invoices. In addition, the Company shall reimburse Consultant for
any private aircraft, travel, meals and lodging expenses incurred by Consultant
in connection with such evaluation, negotiation, financing and closing and
thereafter in connection with the SPA and related financing, up to $850,000 in
the aggregate, promptly after submission of the appropriate invoices.

     3. (a) Subject to Section 4, for services to be rendered, the Company shall
pay quarterly to the Advisor a consulting services fee equal to (i) 60% of the
first $1,250,000 of the Base Amount (as defined below) plus (ii) the Advisor's
Pro Rata Portion (as defined below) of any Base Amount in excess of $1,250,000.
Such fee will be paid quarterly in arrears on each Payment Date (as defined in
the Credit Agreement dated as of November 3, 2004, among Transamerica Leasing,
Inc., Trans Ocean Ltd., Trans Ocean Container Corporation, the Lenders party
thereto and Fortis Bank (Nederland) N.V. (the "Senior Credit Agreement"),
starting with a payment in respect of the quarter ended March 31, 2005.

        (b) For purposes of this Agreement the following terms shall have the
corresponding meanings:

               (i) "Base Amount" shall mean an amount equal to 2.5% of EBITDA
          (as defined in that certain Senior Subordinated Credit Agreement,
          dated as of November 3, 2004, by and among the Company and the lenders
          named therein) for the most recently completed and reported fiscal
          quarter of the Company and its Subsidiaries on a consolidated basis.

               (ii) "Common Stock" shall mean the Common Stock, par value $.001
          per share of the Company.

               (iii) "Pro Rata Portion" shall mean the fraction obtained by
          dividing (x) the number of shares of Common Stock owned by the
          Resolute Investors on the date of payment of the consulting fee under
          this Section 3 by (y) the number of shares of Common Stock owned by
          the Resolute Investors plus the number of shares of Common Stock owned
          by the Seacon Investors on the date of payment of the consulting fee
          under this Section 3.


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               (iv) "Resolute Investors" shall mean The Resolute Fund, L.P., The
          Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I,
          L.P., The Resolute Fund Netherlands PV II, L.P., The Resolute Fund
          NQP, L.P., JZ Equity Partners PLC, Fairholme Partners, L.P., Fairholme
          Ventures II, LLC, Fairholme Holdings, Ltd., Edgewater Private Equity
          Fund III, L.P., Edgewater Private Equity IV, L.P., and their
          respective affiliates.

               (v) "Seacon Investors" shall mean Seacon Holdings Limited and its
          affiliates.

     4. Notwithstanding the foregoing, the Company shall not be required to pay
the fees under Sections 2 or 3, (a) if and to the extent expressly prohibited by
the provisions of any credit, stock, financing or other agreements or
instruments binding upon the Company, its Subsidiaries or properties including,
without limitation, the Senior Credit Agreement, (b) if the Company or any of
its subsidiaries has not paid cash interest on any interest payment date or has
postponed or not made any principal payments with respect to any of their
indebtedness on any scheduled payment dates and such payments have not been made
within applicable cure periods, or has not paid or accrued cash dividends on any
dividend payment date as set forth in its certificate of incorporation or as
declared by its Board of Directors, or has postponed or not made any redemptions
on any redemption date as set forth in its certificate of incorporation with
respect to its preference shares, if any or (c) if for any other reason payment
of the monitoring fee set forth in Section 1 of the Transaction Fee Agreement
dated as of the date hereof, by and between Seacon Holdings Limited and the
Company and its subsidiaries is prohibited un