SHAREHOLDERS AGREEMENT

Execution Copy

CONTAINER APPLICATIONS INTERNATIONAL, INC.

SHAREHOLDERS AGREEMENT

                      SHAREHOLDERS AGREEMENT dated as of April 29, 1998 among CONTAINER APPLICATIONS INTERNATIONAL, INC., a Nevada corporation (the “Company”), INTERPOOL, INC., a Delaware corporation (“IP”), and MR. HIROMITSU OGAWA (“Ogawa”).

RECITALS

                      WHEREAS, IP and Ogawa have entered into a stock purchase agreement dated as of January 31, 1998 (the “Stock Purchase Agreement”) with Mitsui & Co., Ltd. and Mitsui & Co. (USA) Inc. (collectively, “Mitsui”) providing for the purchase by IP and Ogawa from Mitsui of certain shares of common stock of the Company for an aggregate consideration of $12,501,945.53 (in the case of IP) and $248,054.47 (in the case of Ogawa);

                      WHEREAS, the transactions contemplated by the Stock Purchase Agreement are being consummated simultaneously with entering into this Agreement;

                      WHEREAS, simultaneously with entering into this Agreement, the parties are entering into the following other agreements and transactions:

                     The Stock Purchase Agreement, the Note Purchase Agreement, the Intercreditor Agreement, this Agreement and the other agreements between the Company and IP being entered into as of the date hereof are herein collectively referred to as the “Related Agreements,” and the transactions contemplated by the Related Agreements are herein collectively referred to as the “Related Transactions.”

                      WHEREAS, in connection with the entry into the other Related Agreements and the Related Transactions, the parties hereto wish to impose restrictions on the transfer of certain shares, and to grant IP certain option rights, and to state the parties’ agreement with respect to certain claims that might otherwise be asserted against IP; and

                      WHEREAS, the parties believe a Shareholders Agreement to be the means best suited to achieving these objectives;

                     NOW, THEREFORE, for good and valuable consideration the parties hereby agree as follows.

                      1.1  As used in this Agreement, the following terms have the following meanings. Additional capitalized terms are defined elsewhere in this Agreement.

                      Agreement : This Shareholders’ Agreement, as amended or supplemented from time to time in accordance with its terms.

                      Competitor : Any Person which engages, either directly or indirectly, in any business activity that competes with any significant aspect of the business of leasing transportation equipment in which IP is actively engaged at the time in question.

                      Covered Shares : All Shares beneficially owned by Mr. Ogawa or IP as of the date of this Agreement (whether such shares continue to be so owned or become owned by any direct or remote transferee of or successor to Mr. Ogawa or IP), or any Shares distributed with respect to or received in exchange for Covered Shares or into which Covered Shares have been or may be converted; provided , however , that any Covered Shares shall for all purposes cease to be Covered Shares (i) upon acquisition of such Covered Shares by the Company or (ii) upon transfer of such Covered Shares pursuant to a registration statement under the Securities Act or pursuant to Rule 144 (or any successor rule) under the Securities Act.

                      Involuntary Transfer : Any sale, assignment, transfer, exchange or other disposition arising by operation of law including, without limitation, involuntary dissolution of a non-individual shareholder and any sale to satisfy a judgment (except a judgment specifically enforcing an agreement of sale or other transfer entered into by the shareholder).

                      Optionee Shareholder : With respect to any Shares beneficially owned by Mr. Ogawa as of the date of this Agreement, IP, to the extent it holds Shares at the time in question, and any direct or remote transferee of Shares previously owned by IP (whenever and however IP acquired such Shares), or with respect to any Shares beneficially owned by IP as of the date of this Agreement, Mr. Ogawa, to the extent he holds Shares at the time in question, and any direct or remote transferee of Shares previously owned by Mr. Ogawa (whenever and however Mr. Ogawa acquired such Shares).

                      Purchasing Party : Any Person giving written notice under Section 3.4 hereof of intent to purchase Covered Shares under an option granted by Section 3 hereof.

                      Ready Fair Market Value : The value at which property is reasonably assured of being sold, under then-current market conditions, within 6 months after the search for the buyer commences, to a buyer fully informed as to the assets, liabilities, contingent liabilities, opportunities and risks associated with such property. In the case of stock, it shall be determined by allocating the Ready Fair Market Value of the corporation as a whole among its outstanding shares, on a fully diluted basis, according to their respective rights, without any minority interest or illiquidity discount. The Ready Fair Market Value of a corporation shall be based on an assumed sale of all its outstanding stock, on a fully diluted basis, coupled with the simultaneous refinancing of all its outstanding subordinated indebtedness.

                       Securities Act : The Securities Act of 1933, as amended.

                      Selling Shareholder : Any holder of Covered Shares who has given an Offer Notice pursuant to Section 3.2 or with respect to whom a Triggering Event has occurred, or the legal representative of such holder.

                      Shares : Shares of the Company’s common stock, no par value, as the same may be constituted from time to time.

                       Transfer : A Voluntary Transfer or Involuntary Transfer.

                       Triggering Event : As defined in Section 3.3 hereof.

                      Voluntary Transfer : Any sale, assignment, transfer, exchange or other disposition which did not arise by operation of law; and shall include, without limitation, a sale for cash, obligations or any other property or services, a hypothecation, the exercise of a right of foreclosure under a power of sale granted in connection with a hypothecation, a transfer or allocation in connection with a dissolution of marriage, a transfer pursuant to an order specifically enforcing an agreement of sale or other transfer entered into or any actual holder of the subject Shares and, in the case of a entity which is a holder of Shares, any distribution to shareholders, partners, beneficiaries or other holders of beneficial interests in such entity and any change in ownership resulting from a merger or other reorganization of such entity; provided, however, that a transfer of shares to an affiliate or family member of the transferor who agrees to comply with the provisions of this Agrement applicable to the transferor shall not be deemed a voluntary transfer.

                      2.1   Right to Require Valuation . If the Company shall not have effected an initial public offering of its common stock prior to the fifth anniversary of the date of this Agreement, then at any time thereafter (until the Company effects an initial public offering), Mr. Ogawa shall have the right (exercisable not more than once in any 12-month period) to require that a determination be made of the Fair Market Value of the Company’s common equity in accordance with this Section 2.1. Such right shall be exercised by delivery of a written notice (a “Valuation Notice”) to IP and the Company. The Fair Market Value of the Company shall be such fair market value as is determined by mutual agreement of Mr. Ogawa and IP or, if Mr. Ogawa and IP do not so agree within 30 days following delivery of the Valuation Notice, such fair market value as is determined by a reputable investment banking or appraisal firm with valuation expertise in the Company’s industry selected by mutual agreement of IP and Mr. Ogawa (the “Appraiser”). The Company shall engage the Appraiser and shall request the Appraiser to deliver its written report as to the Fair Market Value of the Company’s common equity to the Company, Mr. Ogawa and IP within 60 calendar days from selection of the Appraiser. The fees and expenses of the Appraiser will be borne by the Company. The Appraiser’s determination of such fair market value shall be final.

                      2.2   Right to Require Initial Public Offering. Following a determination of Fair Market Value in accordance with Section 2.1, unless IP shall, within 30 days after determination of such Fair Market Value, make a written offer to Mr. Ogawa to purchase all (but not less than all) the Covered Shares owned by Mr. Ogawa at a cash purchase price equal to 50% of the Fair Market Value of the Company as so determined, Mr. Ogawa shall have the right, exercisable by written notice to the Company and IP at any time within 90 days following the end of such 30-day period, to require the Company to take the necessary steps to register the Covered Shares owned by Mr. Ogawa (or any portion of such Covered Shares specified by Mr. Ogawa) for sale in a public offering pursuant to the Securities Act. If Mr. Ogawa exercises such right, the Company shall (i) proceed, as expeditiously as practicable, to cause a registration statement for such Covered Shares to be prepared, filed with the Securities and Exchange Commission and to become effective, and (ii) to engage a reputable investment banking firm selected by Mr. Ogawa to effect a public offering of such shares through such distribution method as Mr. Ogawa may reasonably request, and (iii) take such other actions (including engaging counsel and accountants) as may be customary in connection with the exercise of registration rights by a principal shareholder. The Company shall bear all expenses of such registration of Mr. Ogawa’s covered shares (other than underwriting or brokerage commissions with respect to the shares actually sold).

                      2.3   Cooperation by IP . In the event that Mr. Ogawa at any time desires, following the fifth anniversary of the date of this Agreement, to sell the Covered Shares owned by him to a third party, IP shall, if requested by Mr. Ogawa, provide reasonable assistance to Mr. Ogawa in attempting to identify a third party which might be willing to purchase such shares in accordance with the provisions of Section 3 of this Agreement.

                      3.1   Consent Required for Voluntary Transfer; Transfer to Competitor Prohibited .

                      (a)   No Voluntary Transfer of any interest in any Covered Shares shall be made, or be valid for any purpose, for a period of five (5) years from the date of this Agreement, unless (i) in the case of a transfer of Covered Shares owned on the date hereof by IP, Mr. Ogawa (or any permitted transferee of Mr. Ogawa holding a majority of the shares owned by Mr. Ogawa as of the date hereof) gives his prior written consent thereto or (ii) in the case of a transfer of Covered Shares owned on the date hereof by Mr. Ogawa, IP (or any permitted transferee of IP holding a majority of the shares owned by IP as of the date hereof) gives its prior written consent thereto. In considering any request for such consent, the parties may give consideration to any business factors they judge to be relevant, including without limitation whether the proposed Voluntary Transfer will reduce the incentive of the transferor to use his or its maximum efforts for the success of the Company. Notwithstanding the foregoing, Covered Shares may be transferred to an affiliate or immediate family member of the transferor, provided that such affiliate or immediate family member agrees to be bound by this Agreement to the same extent as the transferor.

                      (b)   No Voluntary Transfer to a Competitor of any interest in any Covered Shares shall be made at any time, or be valid for any purpose.

                      3.2   Purchase Option Arising From Proposed Transfer . Any Person who desires to make a Voluntary Transfer of any Covered Shares (a “Transferor”) shall give prompt notice (an “Offer Notice”) to the Company and the Optionee Shareholder of the intent to make such Transfer, which Offer Notice shall include the number of Covered Shares which are the subject of the proposed Transfer and the terms of such proposed Transfer, including the amount and type of consideration to be paid for such Covered Shares. Such Offer Notice shall also identify the parties who may purchase the Covered Shares from the Transferor. Following the receipt of an Offer Notice, the Company, and then the Optionee Shareholder, shall have an option to purchase the Covered Shares identified in such Offer Notice upon the terms set forth in this Section 3. Nothing in this Section 3.2 shall affect the consent requirement stated in Section 3.1, and the granting of any consent under Section 3.1 shall not affect the rights arising under this Section 3.2.

                      3.3   Other Events Triggering Purchase Option . Upon the occurrence of any of the following events (each a “Triggering Event”) with respect to a holder of Covered Shares (the “Affected Party”), the Company, and then the Optionee Shareholder, shall have the option to purchase all the Covered Shares beneficially owned by the Affected Party (or, in the case of clause (a) below, the Covered Shares that were the subject of the Involuntary Transfer) upon the terms set forth in this Section 3:

                     An Affected Party shall give prompt notice (a “Triggering Event Notice”) to the Company and the other parties to this Agreement of the occurrence of any Triggering Event, and if such Triggering Event Notice is not promptly given, any other party having knowledge of such Triggering Event may give a Triggering Event Notice. The Triggering Event Notice shall describe the Triggering Event, the Persons involved, and the nature and terms of any Transfer in connection with such event.

                      3.4   Manner of Exercise . Any option granted by this Section 3 shall be exercised in the following manner.

                      (a)    Time for Exercise and Tender of Purchase Price . If the Company wishes to purchase any Covered Shares pursuant to an option granted under this Section 3, the Company shall, within 30 days after the date the Offer Notice or the Triggering Event Notice is given to the Company (the “Company Option Period”), give written notice to the Selling Shareholder and the Optionee Shareholder specifying the number of Covered Shares the Company intends to purchase.

                     If the Company does not give written notice to the Selling Shareholder of the intent to purchase all Covered Shares made available under the option, the Company shall, within three days after the expiration of the Company Option Period, notify the Optionee Shareholder of the option to purchase the Covered Shares which are available under the option and are not proposed to be purchased by the Company. In the event the Optionee Shareholder wishes to exercise the option, the Optionee Shareholder shall, within 60 days after the expiration of the Company Option Period (the “Shareholder Option Period”), give written notice to the Selling Shareholder and the Company specifying the number of the Covered Shares available under the option the Optionee Shareholder intends to purchase. If the Optionee Shareholder gives notice pursuant to this Section 3.4(a), the Optionee Shareholder may not withdraw or amend such notice except as provided below.

                     If the total number of Covered Shares specified in all written notices under this Section 3.4(a) received by the Selling Shareholder before the expiration of the Shareholder Option Period does not equal or exceed the total number of Covered Shares available under the option, the Selling Shareholder shall within three days after the expiration of the Shareholder Option Period give written notice of this fact to all Purchasing Parties. In such case, any Purchasing Party may within six days after the expiration of the Shareholder Option Period increase the number of Covered Shares the party intends to purchase.

                      After the expiration of such additional six-day period for the submission of new notices, the Selling Shareholder shall give written notice to the Purchasing Parties of the total number of Covered Shares offered to be purchased in the notices received by the Selling Shareholder. If such number equals or exceeds the number of Covered Shares available under the option, such notice by the Selling Shareholder shall create a separate and enforceable contract between the Selling Shareholder and each Purchasing Party for the sale and purchase of the number of Covered Shares allocated to such Purchasing Party under Section 3.4(b) below on the terms specified in Section 3.7 below. No sale of shares shall be required hereunder unless the Purchasing Parties collectively elect to purchase all of the shares made available under the option.

                      (b)    Allocation of Covered Shares . If the number of Covered Shares offered to be purchased in all notices under Section 3.4(a) hereof equals the number of Covered Shares available under the option, each Purchasing Party shall be allocated a number of Covered Shares equal to the number of Covered Shares specified in such Purchasing Party’s latest notice to the Selling Shareholder.

                     If the number of Covered Shares offered to be purchased under the option exceeds the number of Covered Shares available under the option, Covered Shares shall be allocated to the Purchasing Parties as follows:

                      (c)    Effect of Failure to Exercise Option . In the case of a proposed Voluntary Transfer, if at the end of the sixth day after the expiration of the Shareholder Option Period, the total number of Covered Shares specified in all notices received by the Selling Shareholder is less than the total number of Covered Shares available under the option, the Selling Shareholder shall have the right to commence discussions regarding a purchase of the Covered Shares described in the Offer Notice with any potential purchaser identified in the Offer Notice or any other potential purchaser named in a subsequent written notice from the Selling Shareholder to the Company and the other parties to this Agreement (a “Purchaser Identification Notice”); provided, however, that the Selling Shareholder shall not enter into such discussions with any potential purchaser identified in the Offer Notice or a Purchaser Identification Notice if, within 14 days after receipt of the Offer Notice or the Purchaser Identification Notice, the Company or the Optionee Shareholder reasonably advises the Selling Shareholder in writing that such potential purchaser is not acceptable as a purchaser of Covered Shares and states the basis for such objection. Thereafter, the Selling Shareholder may make a Transfer of all (but not less than all, except to the extent tag-along rights are exercised pursuant to Section 3.7 of this Agreement) of such Covered Shares to any purchaser identified in the Offer Notice or in a Purchaser Identification Notice (excluding any such purchaser as to which objection is made as described in the proviso to the preceding sentence) upon the terms set forth in the Offer Notice (or other terms that are in no respect more favorable to such purchaser than the terms set forth in the Offer Notice), provided that (i) the Selling Shareholder and such purchaser fully comply with the tag-along provisions of Section 3.7 below, (ii) such Transfer is consummated within 90 days after the expiration of the Shareholder Option Period, and (iii) the transferee executes a counterpart of this Agreement. Any Shares thus transferred shall remain Covered Shares, as set forth in Section 7. If no such Transfer to that tran