SHARE PURCHASE AGREEMENT

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                                                                    EXHIBIT 10.1

                            SHARE PURCHASE AGREEMENT

                                 by and between

                          Triton CSA International B.V.

                                    as "Seller"

                                       and

                                Mobile Mini, Inc.

                                 as "Purchaser"

                           Dated as of March 13, 2006

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                                 TABLE OF CONTENTS
                          (Not part of this Agreement)

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                                                                                           PAGE
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ARTICLE I. PURCHASE AND SALE...........................................................      1

   1.01      Purchase and Sale of Shares................................................      1
   1.02      Purchase Price.............................................................      1
   1.03      Closing....................................................................      1
   1.04      Deliveries.................................................................      2
   1.05      Purchase Price Adjustments.................................................      2
   1.06      Discharge of Obligations...................................................      5

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLER...................................      6

   2.01      Organization of Seller; Authority and Binding Effect.......................      7
   2.02      Organization of the Subject Companies......................................      7
   2.03      Capitalization; Ownership of Shares........................................      7
   2.04      Subsidiaries...............................................................      8
    2.05      No Violations..............................................................      8
   2.06      Consents and Approvals.....................................................      8
   2.07      Financial Statements.......................................................      8
   2.08      Absence of Changes.........................................................      9
   2.09      Ownership, Possession and Sufficiency of Assets............................     10
   2.10      Litigation.................................................................     12
   2.11      Compliance With Law; Permits...............................................     12
   2.12      Environmental Matters......................................................     12
   2.13      Brokers and Finders........................................................     13
   2.14      Contracts..................................................................     13
   2.15      Intellectual Property......................................................     15
   2.16      Tax Matters................................................................     16
   2.17      Employment Matters - Personnel Information.................................     16
   2.18      Employment Matters - Employee Plans........................................     19
   2.19      Insurance..................................................................     20
   2.20      Books and Records..........................................................     20
   2.21      General Corporate Information..............................................     20
   2.22      Certain Business Practices.................................................     21
   2.23      Office of Foreign Assets Control...........................................     21
   2.24      Export Control.............................................................     21

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PURCHASER...............................     21

   3.01      Organization...............................................................     22
   3.02      Authority and Binding Effect...............................................     22
   3.03      No Violations..............................................................     22
   3.04      Consents and Approvals.....................................................     22
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   3.05      Brokers and Finders........................................................     22
   3.06      Absence of Proceedings.....................................................     22
   3.07      Investment Intent..........................................................     23
   3.08      Financial Capability.......................................................     23
   3.09      Due Diligence by Purchaser.................................................     23

ARTICLE IV. COVENANTS..................................................................     23

   4.01      Alternative Proposals......................................................     23
   4.02      Conduct of the Business through the Effective Time.........................     24
   4.03      Access to Information; Confidentiality; Environmental Adjustment...........     25
   4.04      Consents and Approvals.....................................................     27
   4.05      Public Announcements.......................................................     27
   4.06      Employee Benefits Matters..................................................     27
   4.07      Directors' and Officers' Indemnification; Release from Liability...........     28
   4.08      Resignations of Directors and Officers.....................................     30
   4.09      Tax Matters................................................................     30
   4.10      Assignment of Trademarks...................................................     32
   4.11      Covenant Not to Compete....................................................     32
   4.12      Non-Solicitation...........................................................     33
   4.13      2005 Audited Financial Statements; EBITDA Adjustment.......................     33
   4.14      Royal Wolf UK Board Meeting................................................     33

ARTICLE V. CONDITIONS TO CLOSING.......................................................     35

   5.01      Conditions to Obligations of Seller........................................     35
   5.02      Conditions to Obligations of Purchaser.....................................     36

ARTICLE VI. TERMINATION................................................................     38

   6.01      Termination................................................................     38
   6.02      Effect of Termination; Break Fee...........................................     39

ARTICLE VII. INDEMNIFICATION...........................................................     39

   7.01      Survival of Warranties and Covenants.......................................     39
   7.02      Indemnification by Seller..................................................     39
   7.03      Indemnification by Purchaser...............................................     40
   7.04      Tax Indemnification........................................................     40
   7.05      Indemnification Process....................................................     42
   7.06      Limitations on Claims......................................................     43
   7.07      Mitigation.................................................................     44
   7.08      Exclusivity of Indemnification Remedy......................................     44
   7.09      Characterization of Indemnification Payments...............................     45
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ARTICLE VIII. DEFINITIONS AND TERMS....................................................     45

   8.01      Specific Definitions.......................................................     45
   8.02      Other Definitional Provisions..............................................     51

ARTICLE IX. GENERAL PROVISIONS.........................................................     52

   9.01      Expenses...................................................................     52
   9.02      Further Assurances.........................................................     52
   9.03      Amendment/Non-Assignment...................................................     52
   9.04      Waiver.....................................................................     52
   9.05      Notices....................................................................     52
   9.06      [Reserved].................................................................     54
   9.07      Applicable Law.............................................................     54
   9.08      No Third Party Rights......................................................     54
   9.09      Counterparts; Facsimile Signatures.........................................     54
   9.10      Severability...............................................................     54
   9.11      Entire Agreement...........................................................     55
   9.12      Arbitration; Process Agents................................................     55
   9.13      Fair Construction..........................................................     55
   9.14       Construction of Certain Provisions.........................................     55
   9.15      Reasonable Consent Required................................................     55
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                                 LIST OF SCHEDULES

Post-Closing Adjustment Schedule
Discharged Obligations Schedule
Disclosure Schedules
     Capitalization Schedule
     Subsidiaries Schedule
     No Violations Schedule
     Consents and Approvals Schedule
     Financial Statements Schedule
     Certain Changes Schedule
     Assets Schedule
     Litigation Schedule
     Environmental Matters Schedule
     Contracts Schedule
     Intellectual Property Schedule
     Tax Schedule
     Personnel Information Schedule
     Employee Plans Schedule
     Insurance Schedule
     General Corporate Information Schedule
Closing Consents Schedule
D&O Released Parties Schedule
EBITDA Adjustment Schedule
Permitted Lien Schedule

                                LIST OF EXHIBITS

A - Base Form of Escrow Agreement

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                             INDEX TO DEFINED TERMS

      Set forth below is an index of certain terms defined in this Share
Purchase Agreement. See Article VIII for all other terms used but not elsewhere
defined in this Share Purchase Agreement.

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                                      TERM                                                      LOCATION
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Actual EBITDA...................................................................                     Section 4.13(b)
Adjustment Amount...............................................................    Post-Closing Adjustment Schedule
Agreed Remediation Amount.......................................................                     Section 4.03(d)
Agreement.......................................................................                        Introduction
Alternative Transaction.........................................................                        Section 4.01
Annual Financial Statements.....................................................                     Section 2.07(a)
Applicable Rate.................................................................                     Section 1.05(g)
Benefit Plans...................................................................                     Section 2.18(a)
Business........................................................................                            Recitals
Closing.........................................................................                         Section 1.03
Closing Date....................................................................                        Section 1.03
Closing Determination...........................................................                     Section 1.05(c)
Closing Financial Statements....................................................                     Section 1.05(c)
Closing Purchase Price..........................................................                     Section 1.04(b)
Competitive Business............................................................                     Section 4.11(a)
Containers......................................................................                     Section 2.09(d)
Container Leases................................................................                     Section 2.14(b)
D&O Indemnitees.................................................................                     Section 4.07(a)
D&O Released Parties............................................................                     Section 4.07(c)
D&O Tail Insurance..............................................................                     Section 4.07(b)
Damages.........................................................................                     Section 7.02(a)
December Determination..........................................................                     Section 1.05(a)
December Determination Financial Statements.....................................                     Section 1.05(a)
Deductible......................................................................                     Section 7.06(a)
Disclosure Schedule.............................................................                          Article II
EBITDA..........................................................................          EBITDA Adjustment Schedule
Effective Time..................................................................                        Section 1.03
85% Condition ..................................................................                     Section 4.13(b)
Escrow Agent....................................................................                     Section 1.04(b)
Escrow Agreement................................................................                      Section 1.04(b)
Estimated EBITDA................................................................                     Section 4.13(a)
ERM.............................................................................                     Section 4.03(d)
ERM Environmental Reports.......................................................                     Section 4.03(d)
Excluded Taxes..................................................................                     Section 7.04(a)
Final Adjustment Amount.........................................................                     Section 1.05(d)
Financial Statements............................................................                     Section 2.07(a)
Foreign Benefit Plan............................................................                    Section 2.18(a)
Indemnification Cap.............................................................                     Section 7.06(b)
Indemnified Party...............................................................                     Section 7.05(a)
Indemnifying Party..............................................................                     Section 7.05(a)
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Interim Balance Sheets..........................................................        Section 2.07(a)
Interim Financial Statements....................................................         Section 2.07(a)
Lease...........................................................................        Section 2.09(b)
Leased Real Property............................................................        Section 2.09(b)
Limited Environmental Liability Release Agreement...............................        Section 4.03(d)
Management Employee.............................................................           Section 4.12
Non-Registered Intellectual Property............................................         Section 2.15(b)
Outside Date....................................................................        Section 6.01(b)
Owned Intellectual Property.....................................................        Section 2.15(a)
Owned Real Property.............................................................        Section 2.09(c)
Party...........................................................................           Introduction
Per Diem Taxes..................................................................     Section 7.04(c)(i)
Pre-Closing Adjustment Amount...................................................        Section 1.05(b)
Pre-Closing Determination.......................................................        Section 1.05(b)
Pre-Closing Financial Statements................................................        Section 1.05(b)
Preliminary Adjustment Amount...................................................        Section 1.05(c)
Purchase Price..................................................................           Section 1.02
Purchaser.......................................................................           Introduction
Purchaser Indemnified Party.....................................................        Section 7.02(a)
Registered Intellectual Property................................................        Section 2.15(a)
Releasing Parties...............................................................        Section 4.07(c)
Retention Agreements............................................................        Section 4.06(a)
Review Period...................................................................        Section 1.05(d)
Royal Wolf Netherlands..........................................................               Recitals
Royal Wolf UK...................................................................               Recitals
Royal Wolf US...................................................................               Recitals
Royal Wolf US Severance Pay Plan................................................        Section 4.02(d)
RW Insured Parties..............................................................        Section 4.07(b)
Scheduled Consents..............................................................           Section 2.06
Scheduled Contracts.............................................................        Section 2.14(a)
Seller..........................................................................           Introduction
Seller Indemnified Party........................................................        Section 7.03(a)
Seller Updates..................................................................             Article II
Settlement Accountant...........................................................        Section 1.05(d)
Severance Arrangements..........................................................        Section 4.02(d)
Share Purchase..................................................................               Recitals
Shares..........................................................................               Recitals
Statement of Objections.........................................................        Section 1.05(d)
Subject Company.................................................................               Recitals
Subject Company Assets..........................................................           Section 2.09
Subject Company Employees.......................................................        Section 2.18(a)
Subject Company Insurance.......................................................           Section 2.19
Subject Territory...............................................................           Section 4.10
Supporting Binder...............................................................        Section 1.05(e)
Tax Claim.......................................................................        Section 7.04(d)
Third Party Claims..............................................................        Section 7.05(b)
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2005 Audit Financial Statements.................................................        Section 4.13(a)
U.S. Benefit Plans..............................................................        Section 2.18(a)
U.S. Pension Plan...............................................................        Section 2.18(b)
U.S. Welfare Plans..............................................................        Section 2.18(d)
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                            SHARE PURCHASE AGREEMENT

            THIS SHARE PURCHASE AGREEMENT (this "Agreement"), dated as of March
13, 2006, is made and entered into by and between Mobile Mini, Inc., a Delaware
corporation (together with its permitted assignees, "Purchaser"), and Triton CSA
International B.V., a company organized under the laws of the Netherlands
("Seller"). Purchaser and Seller are sometimes individually referred to herein
as a "Party" and collectively as the "Parties."

                                    RECITALS

            WHEREAS, Seller owns all of the issued and outstanding share capital
(the "Shares") of A Royal Wolf Portable Storage, Inc., a California corporation
("Royal Wolf US"), Royalwolf Trading (UK) Limited, a limited company organized
under the laws of England and Wales ("Royal Wolf UK") and Royal Wolf Containers
B.V., a company organized under the laws of the Netherlands ("Royal Wolf
Netherlands"; Royal Wolf US, Royal Wolf UK and Royal Wolf Netherlands and/or
their Subsidiaries are sometimes individually referred to herein as a "Subject
Company" and collectively as the "Subject Companies);

            WHEREAS, the Subject Companies are engaged in the business of
portable storage unit leasing (the "Business"); and

            WHEREAS, Seller desires to sell, and Purchaser desires to purchase,
all of Seller's right, title and interest in and to the Shares on the terms and
conditions contained herein (the "Share Purchase").

            NOW THEREFORE, in consideration of the foregoing and the respective
warranties, covenants, agreements and conditions hereinafter set forth, and
intending to be legally bound hereby, the Parties agree as follows:

                                    ARTICLE I.
                                PURCHASE AND SALE

            1.01 Purchase and Sale of Shares. Upon the terms and subject to the
conditions of this Agreement, at the Closing, Seller shall sell, transfer,
convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire
and accept from Seller, all of Seller's right, title and interest in and to the
Shares.

            1.02 Purchase Price. The aggregate price to be paid by Purchaser for
the Shares shall be $52,500,000 (the "Purchase Price"), subject to adjustment
pursuant to Sections 1.05, 4.03(d), and 4.13(b).

            1.03 Closing. The closing of the Share Purchase (the "Closing") will
take place at 2:00 p.m. Rotterdam time on the last day of the calendar month in
which satisfaction or waiver (as permitted by this Agreement) of the conditions
(excluding conditions that, by their terms, cannot be satisfied until the
Closing Date, but subject to the fulfillment or waiver of those conditions on
the Closing Date) set forth in Article V occurs; provided, however, that if such
day is not a Business Day, then the Closing shall occur on the immediately
preceding Business Day (such date being the "Closing Date"). The Closing will be
deemed to be effective, and title and

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all risk of loss of the Shares shall pass from Seller to Purchaser, at 11:59
p.m. Rotterdam time on the last day of the calendar month in which the Closing
occurs, such time being the "Effective Time," unless another time or date is
agreed to in writing by the Parties. The Closing shall be held at the offices of
Seller in Rotterdam, located at the address set forth in Section 9.05, unless
another place is agreed to in writing by the Parties.

            1.04 Deliveries. At the Closing:

                  (a) Seller shall deliver, or cause to be delivered, to
Purchaser, the certificates evidencing the Shares along with duly executed share
transfer forms in favor of Purchaser;

                  (b) Purchaser shall pay the Purchase Price, as same may be
adjusted by the Pre-Closing Adjustment Amount and pursuant to Sections 4.03(d)
and 4.13(b) (the "Closing Purchase Price"), by delivery of (i) the Closing
Purchase Price, less an amount equal to the Indemnification Cap (as the
Indemnification Cap may be reduced pursuant to Section 4.03(d)), delivered by
wire transfer of immediately available Dollar funds to an account designated by
Seller, and (ii) an amount equal to the Indemnification Cap (as the
Indemnification Cap may be reduced pursuant to Section 4.03(d)) by wire transfer
of immediately available Dollar funds to a financial institution reasonably
satisfactory to Purchaser and Seller (the "Escrow Agent") with directions to
retain, hold and dispose of these funds in accordance with the terms of a
mutually acceptable Escrow Agreement between the Parties based substantially in
the form attached as Exhibit A hereto (the "Escrow Agreement") to fund the
payment of any liability of Seller to Purchaser arising under Article VII of
this Agreement. The Escrow Agreement shall provide that a portion of the
escrowed amount be released to Seller on the first annual anniversary of the
Closing Date. The amount to be released to Seller will be fifty percent (50%) of
the difference between the original escrow amount and the sum of claims paid
from the escrow plus the amount of claims then outstanding that are unresolved
and unpaid. The remainder of the escrow amount (less the amount of unresolved
claims made but not paid) will be released on the 18-month anniversary of the
Closing Date.

                  (c) Each Party shall deliver the certificates and other
documents and instruments required to be delivered by or on behalf of such Party
pursuant to Article V or the other provisions of this Agreement.

            1.05 Purchase Price Adjustments.

                  (a) The Purchase Price shall be subject to adjustment in
accordance with the terms and conditions of this Section 1.05 and the
Post-Closing Adjustment Schedule. For illustrative purposes, appended as Annex A
to the Post-Closing Adjustment Schedule is a calculation of the Adjustment
Amount (as such term is defined in the Post-Closing Adjustment Schedule) based
on the accompanying unaudited financial statements of each Relevant Entity as of
December 31, 2005 (said calculation being referred to herein as the "December
Determination; said accompanying financial statements being referred to herein
as the December Determination Financial Statements").

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                  (b) Not later than five (5) Business Days prior to the Closing
Date, Seller shall prepare and deliver to Purchaser unaudited financial
statements as of the last day of the calendar month immediately preceding the
calendar month in which the Closing Date takes place for each Relevant Entity of
the types comprising the December Determination Financial Statements (the
"Pre-Closing Financial Statements") and a written determination (the
"Pre-Closing Determination") of the Adjustment Amount based on the Pre-Closing
Financial Statements (the "Pre-Closing Adjustment Amount"), in each case
expressed in Dollars. The Pre-Closing Determination and Pre-Closing Financial
Statements shall be prepared in accordance with the same accounting principles,
practices, methodologies and policies used in the preparation of the December
Determination and December Determination Financial Statements, respectively.

                  (c) Within sixty (60) days after the Closing Date, Seller
shall prepare and deliver to Purchaser unaudited financial statements as of the
Effective Time for each Relevant Entity of the types comprising the December
Determination Financial Statements (the "Closing Financial Statements") and a
written determination (the "Closing Determination") of the Adjustment Amount
based on the Closing Financial Statements (the "Preliminary Adjustment Amount"),
in each case expressed in Dollars. The Closing Determination and Closing
Financial Statements shall be prepared in accordance with the same accounting
principles, practices, methodologies and policies used in the preparation of the
December Determination and December Determination Financial Statements,
respectively. After the Closing Date, at Seller's request, Purchaser shall
assist Seller and its Representatives in the preparation of the Closing
Financial Statements and the Closing Determination. Purchaser shall provide
Seller and its Representatives any information reasonably requested and shall
provide them full access at all reasonable times to the properties, books,
records and other materials of each Relevant Entity and the personnel of, and
work papers prepared by or for Purchaser, the Relevant Entities or their
respective accountants, including, without limitation, to such historical
financial information relating to the Relevant Entities as Seller may reasonably
request in connection with Seller's preparation and delivery of the Closing
Determination in accordance with this Section 1.05.

                  (d) Upon receipt of the Closing Determination, Purchaser shall
have sixty (60) days (the "Review Period") to review such Closing Determination
and related Closing Financial Statements. If Purchaser has accepted such Closing
Determination and related Closing Financial Statements in writing or has not
given written notice to Seller setting forth in reasonable detail any objection
of Purchaser to such Closing Determination and related Closing Financial
Statements (a "Statement of Objections") prior to the expiration of the Review
Period, then such Closing Determination and Closing Financial Statements shall
be final and binding upon the Parties, and the Preliminary Adjustment Amount
shall be deemed the Adjustment Amount as of the Effective Time (the "Final
Adjustment Amount"). In the event that Purchaser delivers a Statement of
Objections during the Review Period, the Parties shall use their reasonable
efforts to agree on the Adjustment Amount within thirty (30) days following the
receipt by Seller of the Statement of Objections. If the Parties are unable to
reach an agreement as to such amount within such thirty (30) day period, then
the matter shall be submitted to PricewaterhouseCoopers LLP, or such other "Big
4" accountant as shall be mutually agreed between the Parties (such accountant,
the "Settlement Accountant"), who, acting as an expert and not as an arbitrator,
shall resolve the matters still in dispute, but only such matters, and shall

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adjust the Closing Determination and related Closing Financial Statements in
accordance with this Section 1.05 to reflect such resolution and establish the
Final Adjustment Amount. The Settlement Accountant shall make such determination
within forty (40) days following the engagement of the Settlement Accountant,
and such determination shall be final and binding upon the Parties. Either Party
may seek to enforce the Settlement Accountant's determination in a court of
competent jurisdiction and any disputes with respect to the matters relating to
this Section 1.05 shall not be subject to arbitration under Section 9.12. Each
Party will bear fifty percent (50%) of the fees, charges and expenses of the
Settlement Accountant, unless the Final Adjustment Amount is within (10%) of the
Preliminary Adjustment Amount, in which event one hundred percent (100%) of the
fees, charges and expenses of the Settlement Accountant shall be borne (x) by
Seller if the Adjustment Amount is positive, or (y) by Purchaser if the
Adjustment Amount is negative.

                   (e) The scope of any dispute to be resolved by the Settlement
Accountant shall be limited to whether the amounts set forth on the Closing
Determination and related Closing Financial Statements were prepared in a manner
consistent with the December Determination and the December Determination
Financial Statements (i.e., in accordance with the consistent application of the
same accounting principles, practices, methodologies and policies used in the
preparation of the December Determination and the December Determination
Financial Statements), and whether there were mathematical errors in the Closing
Determination or the Closing Financial Statements. The Parties acknowledge that
the sole purpose of the Closing Determination is to adjust the Purchase Price
pursuant to the methodology set forth on the Post-Closing Adjustment Schedule as
of the Effective Time and such purpose can only be fulfilled if the calculation
of the Closing Determination and the preparation of the related Closing
Financial Statements is done using the same accounting principles, practices,
methodologies and policies as were used in the calculation of the December
Determination and the preparation of the December Determination Financial
Statements. In resolving a dispute relating to the Adjustment Amount or any
particular item in the Closing Determination or Closing Financial Statements,
the Settlement Accountant may not assign a value to the Adjustment Amount or any
such particular item greater than the greatest value for the Adjustment Amount
or such item claimed by either Party or less than the smallest value for the
Adjustment Amount or such item claimed by either Party, in each case as
presented to the Settlement Accountant. Within ten (10) days after the
engagement of the Settlement Accountant, each of the Parties shall present to
the Settlement Accountant, with a copy to the other Party, their respective
positions with respect to the items set forth in the Statement of Objections in
the form of a written binder of supporting materials (the "Supporting Binder")
and no ex parte conferences, oral examinations, testimony, depositions,
discovery or other form of evidence gathering or hearings shall be conducted or
allowed by any Party (or any of its Representatives) and the Settlement
Accountant; provided, that, at the Settlement Accountant's request, or as
mutually agreed by the Parties, the Parties may meet with the Settlement
Accountant so long as Representatives of both the Parties are present.

                  (f) Each of the Parties shall make readily available to the
Settlement Accountant, with a copy to the other Party, all available relevant
work papers and books and records relating to the Relevant Entities as are
reasonably requested by the Settlement Accountant and shall use reasonable
efforts to cooperate with, and do all things reasonably practicable to assist,
the Settlement Accountant in resolving any disputed matters. Following the
Effective Time, any action the Purchaser may take, or cause to be taken, with
respect to the

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accounting books and records of the Relevant Entities on which the Closing
Determination and the related Closing Financial Statements are to be based that
is not consistent with the accounting principles, practices, methodologies and
policies of the Relevant Entities shall not be effective for the purpose of
determining the Final Adjustment Amount. Without limiting the generality of the
foregoing, no change made, or caused to be made, by Purchaser in any reserve or
other account existing as of the date of the December Determination Financial
Statements that is not a result of events occurring after the date of the
December Determination Financial Statements and made in a manner consistent with
the accounting principles, practices, methodologies and policies of the Relevant
Entities used in connection with the preparation of the December Determination
Financial Statements shall be effective for the purpose of determining the Final
Adjustment Amount.

                   (g) In the event that the Final Adjustment Amount is greater
than the Pre-Closing Adjustment Amount, the Purchase Price shall be increased
by, and Purchaser shall pay to Seller, within five (5) Business Days following
the determination of the Final Adjustment Amount pursuant to Section 1.05(d), an
amount equal to the excess of the Final Adjustment Amount over the Pre-Closing
Adjustment Amount, together with interest thereon for the period from the
Closing Date to (and including) the date of payment, at the "Prime Rate" quoted
in the "Money Rates" section of The Wall Street Journal (the "Applicable Rate"),
by wire transfer of immediately available Dollar funds to one or more accounts
designated by Seller.

                  (h) In the event that the Final Adjustment Amount is less than
the Pre-Closing Adjustment Amount, the Purchase Price shall be reduced by, and
Seller shall pay to Purchaser, within five (5) Business Days following the
determination of the Final Adjustment Amount pursuant to Section 1.05(d), an
amount equal to the excess of the Pre-Closing Adjustment Amount over the Final
Adjustment Amount, together with interest thereon for the period from the
Closing Date to (and including) the date of payment, at the Applicable Rate, by
wire transfer of immediately available Dollar funds to one or more accounts
designated by Purchaser.

            1.06 Discharge of Obligations.

                  (a) On or before the Closing Date, Seller shall cause the
Subject Companies to cause to be paid, discharged in full or otherwise satisfied
and released, and shall deliver satisfactory releases, and terminations of any
security interest held in respect of, or other evidence thereof reasonably
satisfactory to Purchaser, such deliveries to be made as promptly as practicable
following the date on which such releases and terminations are received by
Seller and in any event on the Closing Date, (i) all Indebtedness of the Subject
Companies, (ii) those operating leases listed on the Discharged Obligations
Schedule, and (iii) any debt or liabilities or any other inter-company
arrangement owed by any of the Subject Companies to Seller or any Affiliate of
Seller (other than a Subject Company). All documents evidencing obligations
under subsections (i), (ii) and (iii) of this Section 1.06 are listed on the
Discharged Obligations Schedule attached hereto.

                  (b) On or before the Closing Date, Seller shall also cause any
Affiliate of Seller (other than a Subject Company) to cause to be paid,
discharged in full or otherwise satisfied and released, and shall deliver
evidence thereof reasonably satisfactory to Purchaser,

                                       5
<PAGE>

any inter-company debt or liabilities owed by any of such Affiliates to any of
the Subject Companies (i) without any residual or continuing obligation or
liability on the part of any of the Subject Companies, (ii) which action shall
not result in any equity or debt securities of any of the Subject Companies
being issued to an entity other than Seller and (iii) so that immediately prior
to Closing, all of the issued and outstanding capital stock of the Subject
Companies shall be held by Seller.

                                  ARTICLE II.
                    REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller represents and warrants to Purchaser that as of the date of this
Agreement the statements contained in this Article II are true and correct,
except as set forth in the disclosure schedule delivered by Seller prior to the
execution of this Agreement (the "Disclosure Schedule") or as otherwise
expressly contemplated by this Agreement. Whether or not specifically required
by the specific terms of this Article II or otherwise, Seller may modify its
representations and warranties contained in this Agreement by disclosing
relevant facts on the Disclosure Schedule; provided, however, that for any such
disclosure to be effective, it must indicate the specific Section or Subsection
of this Agreement to which it relates. The disclosure of any information in the
Disclosure Schedule shall not be deemed to constitute an acknowledgment that
such information is required to be disclosed in connection with the
representations and warranties made by Seller in this Agreement or that it is
material, nor shall such information be deemed to establish a standard of
materiality.

      No later than five (5) Business Days prior to the Closing Date, Seller may
supplement or amend the Disclosure Schedule in writing with respect to any
matter arising after the date of this Agreement which, if existing or occurring
at the date of this Agreement, would have been required to be set forth or
described in such Disclosure Schedule or which is necessary to correct any
information in such Disclosure Schedule or in the representations and warranties
of Seller herein which have been rendered inaccurate by such matter (the "Seller
Updates"); provided, however, that with respect to any matters that constitute a
Material Adverse Effect, Seller shall deliver a Seller Update promptly after the
occurrence of the matter. In any event, if any Seller Update is made and the
Purchaser has not, in its reasonable discretion, had an adequate opportunity to
review and investigate the matter disclosed as of the scheduled Closing Date,
notwithstanding any other provision of this Agreement to the contrary, the
Purchaser may postpone the Closing Date for up to ten (10) days. In the event
the Closing occurs, the relevant representations and warranties of Seller to
which the Seller Updates relate shall be amended to the extent set forth in the
Seller Update. In the event that an individual Seller Update or more than one
Seller Update in the aggregate constitutes a Material Adverse Effect, the
Purchaser may, at its sole election, notify Seller in writing that it is
terminating this Agreement. Upon timely delivery of Purchaser's proper notice of
its election to terminate this Agreement to Seller pursuant to the immediately
preceding sentence, all duties and obligations of Purchaser and Seller under
this Agreement to consummate the transactions contemplated by this Agreement
shall terminate and be null and void ab initio.

                                       6
<PAGE>

            2.01 Organization of Seller; Authority and Binding Effect. Seller is
a company validly existing and in good standing under the laws of the
Netherlands. Seller has all requisite corporate power and authority to execute
and deliver this Agreement and all other certificates, agreements or other
documents to be executed and delivered by Seller pursuant hereto and to
consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement has been duly and validly authorized
by all necessary corporate action of Seller and no additional authorization on
the part of Seller is necessary in connection with the execution, delivery and
performance of this Agreement. This Agreement has been duly executed and
delivered by Seller, and this Agreement is a legally valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally and to general
principles of equity.

            2.02 Organization of the Subject Companies. Each Subject Company is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has all requisite corporate power and authority
to own its properties and to carry on the Business as it is now being conducted.
Each Subject Company is duly licensed or qualified to do business and is in good
standing as a foreign corporation in each jurisdiction in which the nature of
its business or ownership of its properties makes such qualification necessary,
except where the failure to have such power or authority, to be in good standing
or to be duly qualified to transact business, would not reasonably be expected
to result in a Material Adverse Effect. Seller has made available to Purchaser
correct and complete copies of each Subject Company's organizational and
constitutional documents, which documents reflect all amendments made thereto at
any time on or prior to the date hereof. Correct and complete copies of the
minute books containing the records of actions of the shareholders and board of
directors of each Subject Company held at any time on or prior to the date
hereof, the share register, and the share transfer ledger of each Subject
Company have been made available to Purchaser. Each Subject Company has filed
all returns, particulars, resolutions and other documents required by the
relevant company registrar under the law of its jurisdiction of incorporation.
Each Subject Company is not in default under or in violation of any provision of
its organizational documents.

            2.03 Capitalization; Ownership of Shares.

                  (a) The authorized and issued share capital of each Subject
Company is set forth on the Capitalization Schedule. At the Closing, the Shares
being sold hereunder will constitute all of the issued and outstanding share
capital of the Subject Companies. All of the issued and outstanding Shares have
been duly authorized, validly issued and are fully paid, nonassessable and free
of preemptive rights. Except as set forth on the Capitalization Schedule and
except for this Agreement and the transactions contemplated hereby, at the
Closing, there will be no outstanding options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other contracts or
commitments that could require any Subject Company to issue, sell, or otherwise
cause to become outstanding any share capital of such Subject Company. Except
for this Agreement and the transactions contemplated hereby, at the Closing,
there will be no outstanding or authorized stock appreciation, phantom stock,
profit participation, or similar rights with respect to the Subject Companies.

                                       7
<PAGE>

                  (b) Seller is the owner, beneficially and of record, of the
Shares. At the Closing, Seller will transfer the Shares to Purchaser, free and
clear of any Liens (other than Liens created by Purchaser).

            2.04 Subsidiaries. The Subsidiaries Schedule sets forth a true and
complete list of each Subject Company as of the date hereof, including the
jurisdiction of organization of such Subject Company, any jurisdictions in which
any such Subject Company is qualified to do business as a foreign entity, and
the authorized (if applicable) and outstanding stock of each such Subject
Company. All of the outstanding shares of each such Subject Company are duly and
validly issued and are owned as set forth on the Subsidiaries Schedule, free and
clear of any Liens (other than as may be set forth in the applicable
organizational documents of such Subsidiary or identified on the Subsidiaries
Schedule) and, if applicable, are fully paid and nonassessable. Except as set
forth on the Subsidiaries Schedule and except for this Agreement and the
transactions contemplated hereby, at the Closing, there will be no outstanding
options, warrants, purchase rights, subscription rights, conversion rights,
exchange rights, or other contracts or commitments that could require any
Subject Company to issue, sell, or otherwise cause to become outstanding any of
its capital stock. Except as set forth on the Subsidiaries Schedule, at the
Closing, there will be no outstanding or authorized stock appreciation, phantom
stock, profit participation, or similar rights with respect to any Subject
Company.

            2.05 No Violations. Except as set forth on the No Violations
Schedule, and subject to obtaining the Scheduled Consents, the execution and
delivery of this Agreement by Seller, and the performance and consummation of
the transactions contemplated by this Agreement by Seller, do not and will not
(a) conflict with or violate any provision of the organizational documents of
Seller or any Subject Company, (b) conflict with, or result in the breach of, or
constitute a default under, or result in the termination, cancellation or
acceleration (whether after the giving of notice or the lapse of time or both)
of any right or obligation of Seller or any Subject Company under, any material
Contract, or (c) to the knowledge of Seller, materially violate or result in a
breach of or constitute a default under any Law applicable to Seller or any
Subject Company.

            2.06 Consents and Approvals. Except for any Consent required under
applicable Laws relating to competition and for Consents set forth on the
Consents and Approvals Schedule (the "Scheduled Consents"), no Consent is
required to be obtained by Seller or any Subject Company in connection with the
execution, delivery and performance of this Agreement by Seller or, to the
extent a party hereto or thereto, any Subject Company, except for any Consent
the failure of which to make or obtain would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.

            2.07 Financial Statements.

                  (a) Seller has made available to Purchaser (i) (A) the audited
year-end reporting package and related schedules of Royal Wolf US at December
31, 2004, (B) the audited financial statements of Royal Wolf UK for the years
ended December 31, 2004, 2003 and 2002, and (C) the reviewed financial
statements of Royal Wolf Netherlands for the year ended December 31, 2004 and
the compiled financial statements of Royal Wolf Netherlands for the years ended
December 31, 2003 and 2002 (the balance sheets and other financial statements

                                       8
<PAGE>

referred to in this clause 2.07(a)(i) are collectively referred to herein as the
"Annual Financial Statements") and (ii) (A) the unaudited balance sheet of Royal
Wolf US as of December 31, 2005 and related statements of cash flow and income
for the year then ended, (B) the unaudited balance sheet of Royal Wolf UK as of
December 31, 2005 and related statements of cash flow and income for the year
then ended, and (C) the unaudited balance sheet of Royal Wolf Netherlands as of
December 31, 2005 and related statements of cash flow and income for the year
then ended (the balance sheets referred to in this clause 2.07(a)(ii) are
collectively referred to herein as the "Interim Balance Sheets"; the Interim
Balance Sheets and other financial statements referred to in this clause
2.07(a)(ii) are collectively referred to herein as the "Interim Financial
Statements"; the Interim Financial Statements and the Annual Financial
Statements are collectively referred to herein as the "Financial Statements").
Except as set forth on the Financial Statements Schedule, each Financial
Statement has been prepared in accordance with GAAP consistently applied
throughout the periods covered by such Financial Statement (except for any
changes in application set forth in the notes to such Financial Statement), and
presents fairly, in all material respects, the financial position, consolidated
or non-consolidated, as the case may be, of the subject Relevant Entity and its
consolidated Subsidiary (if any) as of such dates and the results of operations
and cash flows for the respective periods then ended, as applicable, subject to,
in the case of each Interim Financial Statement, the absence of notes and
schedules, and year end adjustments that will not be material.

                  (b) The Subject Companies do not have any material Liabilities
required by GAAP to be reflected on a balance sheet except: (i) Liabilities
reflected or reserved against on the Interim Balance Sheets; (ii) Liabilities
which have arisen after the date of the Interim Balance Sheets in the ordinary
course of business or otherwise in accordance with the terms and conditions of
this Agreement, and (iii) Liabilities disclosed as such elsewhere in this
Agreement or the Schedules and Exhibits hereto.

            2.08 Absence of Changes. Except as disclosed on the Certain Changes
Schedule, between the date of the Interim Balance Sheets and the date hereof,
the Subject Companies have conducted their operations and affairs only in the
ordinary and normal course consistent with past practice, and during such period
there has not been any Material Adverse Change. Without limiting the generality
of the foregoing, and except as disclosed on the Certain Changes Schedule,
between the date of the Interim Balance Sheets and the date hereof, other than
in the ordinary course of business, the Subject Companies have not:

                  (a) commenced or entered into arrangements for capital
expenditures in excess of $100,000, individually or in the aggregate, other than
purchases of Containers not in excess of $500,000;

                  (b) disposed of any capital assets if the greater of the book
value or the fair market value, individually or in the aggregate, of such assets
exceeds $100,000, other than disposals of Containers not in excess of $500,000,
or incurred, created or assumed any Lien on any individual capital asset if the
greater of the book value or the fair market value of such capital asset exceeds
$500,000, other than Permitted Liens;

                                       9
<PAGE>

                  (c) entered into any Contract (including any hedging
arrangement or other derivative transaction) in excess of $100,000 in the
aggregate, or incurred any Indebtedness in excess of $100,000 in the aggregate;

                  (d) increased the salary, wage, rate of compensation,
commission, bonus or other direct or indirect remuneration payable to, or other
compensation of, any executive officer or any other employee of the Subject
Companies in excess of three percent (3%) or entered into any Contract in
respect of any such increase except as specifically identified by officer or
employee on the Certain Changes Schedule, nor amended, adopted or terminated any
Benefit Plan that would increase the liability of such Subject Company or
entered into any collective bargaining agreement covering Subject Company
Employees;

                  (e) amended in any material respect any Scheduled Contract
that would materially and adversely affect the use and enjoyment thereof by
Purchaser, or terminated any of the Scheduled Contracts other than pursuant to
its terms or defaulted in the performance of any material covenant or obligation
thereunder which default was not cured within any applicable grace period;

                  (f) made any material change in any accounting principle,
practice, policy or method, other than as required by GAAP or any applicable
Law;

                  (g) merged with or into or consolidated with any other Person
or acquired any business or assets (other than inventory) of any other Person;

                  (h) amended its certificate of incorporation, memorandum of
association, bylaws or similar organizational documents;

                  (i) purchased or entered into any other agreement or
obligation to purchase any securities of, or interests in, any Person;

                  (j) issued or sold any capital stock or other securities,
options, warrants, calls or other rights to acquire such stock;

                  (k) engaged in any transactions with any of the other Subject
Companies, Seller or any Affiliate of Seller; or

                  (l) agreed or committed to do any of the foregoing.

             2.09 Ownership, Possession and Sufficiency of Assets.

                  (a) Except as set forth on the Assets Schedule, the Subject
Companies have good and valid title to, or a valid right to use, the assets
shown on the Interim Balance Sheets or acquired after the date thereof, free and
clear of all Liens other than Permitted Liens, except for assets which were
disposed of in the ordinary course of business since the date of the Interim
Balance Sheets.

                  (b) The Assets Schedule lists all real property leases,
licenses or tenancies to which any Subject Company is a party (the "Leased Real
Property"). A true,

                                       10
<PAGE>

complete, and correct copy of each lease (and all amendments thereto) pertaining
to the Leased Real Property has previously been made available to Purchaser. The
relevant Subject Company holds good and valid leasehold title to or license or
permission to occupy the Leased Real Property, in each case, in accordance with
the provisions of the applicable lease, license, tenancy or sublease for such
Leased Real Property (each, a "Lease") and free of all Liens, except for
Permitted Liens. Except as set forth on the Assets Schedule: (i) all of the
Leases to which any Subject Company is a party are in full force and effect and
grant the leasehold estates or rights of occupancy or use they purport to grant;
(ii) to the knowledge of Seller, the occupancy by the relevant Subject Company
under each Lease is in compliance with all applicable Laws relating to such
occupancy and use; and (iii) there are no pending or, to the knowledge of
Seller, threatened litigation, dispute or condemnation proceedings with respect
to the Leased Real Property. Except as identified on the Assets Schedule or for
such occurrences or defaults that would not reasonably be expected to have a
Material Adverse Effect, there are no existing defaults on the part of any
Subject Company or, to the knowledge of Seller, any other party under any Lease,
and no event has occurred which, with notice, lapse of time or both, would
constitute a default on the part of any Subject Company or, to the knowledge of
Seller, any other party under any Lease.

                  (c) No Subject Company owns any real property. No Subject
Company has any actual or contingent liability in respect of any land or
buildings that have, at any time, been leased, owned or occupied by a Subject
Company but which are no longer leased, owned or occupied by a Subject Company,
relating to any such formerly leased or owned real property.

                  (d) Except for those disposed of in the ordinary course of
business or as otherwise permitted by this Agreement, the Subject Companies
shall, on the Closing Date, own or possess all assets owned by, leased and/or
licensed to the Subject Companies on the date of this Agreement, and all assets
acquired thereafter as permitted or contemplated by this Agreement (such assets,
inclusive of the Leased Real Property, hereafter referred to as the "Subject
Company Assets"). The Subject Company Assets constitute all of the assets
necessary to operate the Business in all material respects as it is presently
being conducted. Except for those assets disposed of after the date of the
Interim Balance Sheets or acquired after the date of the Interim Balance Sheets,
in each case in the ordinary course of business consistent with past practice or
as otherwise permitted by this Agreement, all material Subject Company Assets
owned by the Subject Companies are reflected on the Interim Balance Sheets. All
Subject Company Assets used in connection with the Business of each of the
Subject Companies are in normal operating condition to operate the Business as
it is presently conducted, except where the failure to be in such condition
would not materially interfere with the operation of the Business as presently
conducted. The Subject Companies have good and valid title to the Subject
Company Assets which they purport to own or lease, free and clear of any Liens,
except for Permitted Liens. All of the Subject Company Assets that consist of
portable storage containers, portable offices (collectively, the "Containers")
or container or office delivery equipment are located either at the premises of
the lessee identified in the pertinent lease agreement therefor, or are in the
possession of the relevant Subject Company or a bailee as reflected in the books
and records of the relevant Subject Company. At the Effective Time, the Subject
Companies shall have good and valid title to the Subject Company Assets which
they purport to own, free and clear of any Liens, except for Permitted Liens
(other than any Liens referred to in Clause (g), (i) or (j) in the definition
thereof, Liens referred to in clause (a) of the definition thereof of the type

                                        11
<PAGE>

referred to in said clause (g), (i), or (j), and any extensions, renewals and
replacements of any such Liens)

                  (e) All of the accounts receivable of the Subject Companies
reflected on the Interim Balance Sheets of the Subject Companies are, and those
existing as of the Effective Time will be, the result of bona fide transactions
of the Business in the ordinary course. Except as set forth on the Assets
Schedule, since February 28, 2006, there have not been any write-offs as
uncollectible of any accounts receivable of any Subject Company, individually in
excess of $250 or, in the aggregate, in excess of $2,500.

            2.10 Litigation. Except as set forth on the Litigation Schedule,
there is no Proceeding pending or, to the knowledge of Seller, threatened,
whether by or before any Governmental Authority or otherwise, against Seller or
any Subject Company which, if adversely determined, would reasonably be expected
to have a Material Adverse Effect. Except as set forth on the Litigation
Schedule, there are no Judgments rendered against Seller or any Subject Company
or any of their respective properties or businesses that would reasonably be
expected to have a Material Adverse Effect.

            2.11 Compliance With Law; Permits. Except for matters that are the
subject of the representations and warranties in Sections 2.12, 2.15, 2.16, 2.17
and 2.18, to the knowledge of Seller, the Subject Companies are in compliance
with all Laws applicable to their respective businesses as currently conducted,
except for such failures to comply that would not reasonably be expected to have
a Material Adverse Effect. Except as would not reasonably be expected to have a
Material Adverse Effect and except for Permits relating to matters that are the
subject of the representations and warranties in Sections 2.12, 2.15, 2.16, 2.17
and 2.18, each Subject Company holds, owns or possesses all Permits required to
conduct its business as currently conducted, which Permits are valid and in full
force and effect. Except as would not reasonably be expected to have a Material
Adverse Effect, each Subject Company is in compliance with its obligations under
such Permits.

            2.12 Environmental Matters. Except as set forth on the Environmental
Matters Schedule:

                  (a) Each Subject Company is in compliance with all applicable
Environmental Laws, except for instances of noncompliance that, individually or
in the aggregate, will not constitute a Material Adverse Effect;

                  (b) Each Subject Company is in possession of, and in
compliance with, all permits, certificates, licenses, approvals, tariffs and
other authorizations of or issued by Governmental Authorities required by
applicable Environmental Laws relating to the operations of the Subject Company,
except for permits which are not possessed or instances of noncompliance that,
individually or in the aggregate, will not constitute a Material Adverse Effect;

                  (c) There are no current Environmental Claims pending, or to
Seller's knowledge threatened, against a Subject Company;

                                       12
<PAGE>

                  (d) No Subject Company has either expressly or, to Seller's
knowledge, by operation of law, assumed or undertaken any liability or
corrective, investigatory or remedial obligation of any other Person relating to
any Environmental Claims; and

                  (e) Except for instances that individually or in the aggregate
will not constitute a Material Adverse Effect, to Seller's knowledge, no
Environmental Lien has attached to any property leased by a Subject Company for
which Seller or the Subject Company has any material liability.

            2.13 Brokers and Finders.

                  Other than CIBC World Markets Corp., whose fees shall be paid
by Seller, there is no investment banker, broker, finder or other intermediary
which has been retained by or is authorized to act on behalf of Seller and/or
any Subject Company entitled to any fee or commission from Seller and/or any
Subject Company in connection with the transactions contemplated by this
Agreement.

            2.14 Contracts.

                  (a) Except for the contracts set forth on the Contracts
Schedule (the "Scheduled Contracts") or as contemplated by this Agreement, no
Subject Company is a party to:

                        (i) any contract that involves the purchase or sale of
goods or services to Seller or any Affiliate of Seller after the Closing or any
other contract with a value, or involving payments by or to such Subject Company
of more than $100,000 per year and that is not terminable by such Subject
Company upon less than twelve (12) months' notice;

                        (ii) any employment or consulting agreement having a
remaining term of at least one (1) year and requiring payments of base salary in
excess of $25,000 per year or aggregate payments under any such agreement in
excess of $25,000;

                        (iii) any stock option, share purchase, profit sharing,
deferred compensation, bonus or other incentive compensation contract, plan or
arrangement;

                        (iv) any note, mortgage, indenture or other obligation
or agreement or other instrument for or relating to indebtedness for borrowed
money (including, without limitation, capitalized lease obligations), or any
guarantee of third party obligations, of more than $500,000 in the aggregate,
but excluding intercompany indebtedness solely between or among the Subject
Companies;

                         (v) collective bargaining agreements with any labor
unions or associations representing Subject Company Employees;

                        (vi) any leases of real or personal property as lessee
with an annual base rental obligation of more than $100,000 or a total remaining
rental obligation of more than $500,000, but excluding leases solely between or
among the Subject Companies;

                                       13
<PAGE>

                        (vii) any agreement pursuant to which such Subject
Company has licensed as licensee third party software material to the Business,
except for widely available third party software which is of an "off-the-shelf"
nature and not modified or customized;

                        (viii) any material limited liability company, joint
venture or partnership agreements;

                        (ix) any agreement materially limiting the freedom of
any of the Subject Companies from engaging in any line of business in any
geographic area or to compete with any Person;

                        (x) any agreement which provides for an outstanding loan
or advance (excluding advances for travel and entertainment expenses made in
accordance with such Subject Company's customary policies for such advances) in
an amount in excess of $25,000 to any shareholder, director, or executive
officer of such Subject Company;

                        (xi) any agreement with Seller or any Affiliate of
Seller which is not a Subject Company;

                        (xii) any agreement providing for a Lien (other than a
Permitted Lien) upon a material portion of the assets of such Subject Company;
or

                        (xiii) any agreements with suppliers, or distribution or
sale contracts which involve payments in excess of $500,000 per year and which
are not terminable by the Subject Company party thereto upon less than twelve
(12) months' notice.

                  (b) The Contracts Schedule sets forth a true, complete and
correct list of all customers under all leases and other agreements, both
written and oral, to which a Subject Company is a party and pursuant to which a
customer leases or otherwise has possession of a Container (collectively, the
"Container Leases") along with a description of Containers associated with such
customers.

                  (c) Except as set forth on the Contracts Schedule, and except
as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, (i) all of the Scheduled Contracts and Container Leases
are in full force and effect and constitute legal and binding obligations of the
Subject Company party thereto, and (ii) neither the Subject Company party
thereto nor, to the knowledge of Seller, any other party is in breach of or
default under, and, to the knowledge of Seller, no event has occurred which with
notice or lapse of time, or both, would become a breach of or default under, any
Scheduled Contract or Container Lease. Except as set forth on the Contracts
Schedule or the Consents and Approvals Schedule, neither Seller nor any Subject
Company has received written notice of the intention of any other party to such
Scheduled Contract or Container Lease to cancel, terminate or renegotiate any
such Scheduled Contract or Container Lease except pursuant to the express terms
thereof.

                  (d) Seller has made available to Purchaser true and correct
copies of all written Scheduled Contracts and Container Leases and true and
complete descriptions of all non-written Scheduled Contracts and Container
Leases which are disclosed on the Contracts Schedule, in each case together with
all amendments, waivers, or other changes thereto.

                                       14
<PAGE>

                  (e) Seller has not received written notice that any of the
five (5) largest customers of any Subject Company (measured by annualized lease
revenue under Container Leases as of the date hereof) intend to cease leasing
Containers or to alter materially the amount of the Container rental business
any such customer is presently doing with any Subject Company.

                  (f) Except as set forth on the Contracts Schedule, there are
no fixed price purchase options at the end of lease term or any arrangement
whereby portions of rental payments may be credited towards the purchase of a
Container.

                  (g) Except as set forth on the Contracts Schedule, no Subject
Company has committed to make available to any Person any Containers except
pursuant to an existing lease under usual and customary terms, nor committed to
make any Containers available for sale, lease or use at special rates or without
charge to any charity or non-profit organization or event.

            2.15 Intellectual Property.

                  (a) The Intellectual Property Schedule lists all patents,
registered trademarks, registered service marks and registered copyrights and
all applications for registration for any of the foregoing owned by any Subject
Company that are material to the Business (collectively, the "Registered
Intellectual Property"). Except as set forth on the Intellectual Property
Schedule and for matters that would not reasonably be expected to have a
Material Adverse Effect, (i) the right, title or interest of each Subject
Company in each item of its Registered Intellectual Property and other
Intellectual Property which such Subject Company owns that is material to the
Business (collectively, "Owned Intellectual Property") is free and clear of
Liens, except for Permitted Liens, (ii) there is no material claim against any
Subject Company by any Person or any Proceeding pending against any Subject
Company or, to the knowledge of Seller, threatened against any Subject Company
which challenges the validity or enforceability of the Registered Intellectual
Property or the rights of such Subject Company to continued use of the Owned
Intellectual Property; and (iii) Seller has no knowledge of any infringement or
improper use by any third party of the Owned Intellectual Property which
infringement or use would reasonably be expected to have a Material Adverse
Effect.

                  (b) Except as set forth on the Intellectual Property Schedule
and for matters that would not reasonably be expected to have a Material Adverse
Effect, with respect to any non-registered trademarks, service marks, or
copyrights owned by any Subject Company and necessary to the conduct of the
Business (the "Non-Registered Intellectual Property"), (i) the right, title or
interest of each Subject Company in each item of its Non-Registered Intellectual
Property is free and clear of Liens, except for Permitted Liens, (ii) there is
no material claim by any Person or any Proceeding pending against any Subject
Company or, to the knowledge of Seller, threatened against any Subject Company
that challenges the use of any of the Non-Registered Intellectual Property by
the Subject Company using same, or the rights of such Subject Company to
continued use of the Non-Registered Intellectual Property; and (iii) Seller has
no knowledge of any infringement or improper use by any third party of the
Non-Registered Intellectual Property which infringement or improper use would
reasonably be expected to have a Material Adverse Effect. To Seller's knowledge,
no Subject Company has taken or omitted to

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take any action which action or omission to act would have the effect of waiving
any material rights in or to any item of Non-Registered Intellectual Property
which is necessary to the conduct of the Business.

             2.16 Tax Matters. Except as set forth on the Tax Schedule:

                  (a) the Subject Companies have filed with the appropriate
taxing or other Governmental Authorities all Income Tax and other material Tax
Returns required to be filed through the date hereof, and all Taxes shown as due
on such Tax Returns are correct as to amount and have been paid. No Subject
Company has requested any extension of time within which to file any such Tax
Returns which is currently in effect. Seller has made available to Purchaser
copies of all Income Tax Returns of the Subject Companies for their last three
(3) Tax Periods for which Tax Returns were required to be filed prior to the
Effective Time;

                  (b) all Taxes that any of the Subject Companies has been
required to collect or withhold have been duly collected or withheld and, to the
extent required when due, have been or will be duly paid to the proper taxing or
other Governmental Authority;

                  (c) during the ten (10) years prior to the Effective Time, no
deficiencies for Taxes of any of the Subject Companies have been claimed,
proposed or assessed in writing by any taxing or other Governmental Authority.
There are no pending or, to the knowledge of Seller, threatened audits, suits,
proceedings, actions or claims for or relating to any liability in respect of
Taxes of any of the Subject Companies. Audits of federal, state, local and
foreign Tax Returns by the relevant taxing or other Governmental Authorities
have been completed for the Tax Periods set forth on the Tax Schedule. No
extension of a statute of limitations relating to Taxes is in effect with
respect to any Subject Company;

                  (d) there are no Liens for Taxes (other than for current Taxes
not yet due and payable) upon the assets of any Subject Company; and

                  (e) no Subject Company is a party to or bound by any binding
tax sharing, tax indemnity or tax allocation agreement or other similar
arrangement with any Person other than a Subject Company.

            2.17 Employment Matters - Personnel Information.

                  (a) Except as set forth on the Personnel Information Schedule,
no Subject Company has agreed to recognize any union, works council or other
collective bargaining unit, nor has any union, works council or other collective
bargaining unit been certified as representing any Subject Company Employees.
Seller has no knowledge of any organizational effort currently being made or
threatened by or on behalf of any labor union or works council with respect to
Subject Company Employees. There is no labor strike, slowdown, work stoppage or
lockout actually pending or, to the knowledge of Seller, threatened against any
Subject Company.

                  (b) Except as listed or described on the Personnel Information
Schedule and for any exceptions which, individually or in the aggregate, would
not result in a Material Adverse Effect, each Subject Company (i) is and has
been in substantial compliance in

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all material respects with all applicable Laws regarding employment and
employment practices and those laws relating to terms and conditions of
employment, wages and hours, occupational safety and health and workers'
compensation, (ii) has no unfair labor practice charges or complaints pending
or, to the knowledge of Seller, threatened against it before any Governmental
Authority, (iii) has no grievances pending or, to the knowledge of Seller,
threatened against it, and (iv) has no charges pending before agencies of any
province or locality responsible for the prevention of unlawful employment
practices.

                  (c) Set forth in the Personnel Information Schedule are
anonymised details of all Royal Wolf UK employees and the principal terms of
their contract of employment including:

                        (i) their remuneration (including any benefits and
            privileges provided or which Royal Wolf UK is bound to provide to
            them or their dependents whether now or in the future);

                        (ii) details of relevant bonus programs, bonus awards
            and entitlement to future bonus;

                        (iii) details of relevant pension schemes and
            obligations, including employer and employee contributions;

                        (iv) the commencement date of each contract and the date
            on which continuous service began;

                        (v) the length of notice or the severance pay necessary
             to terminate each contract, or if a fixed term, the expiry date of
            the fixed term and details of any previous renewals;

                        (vi) the type of contract (whether full or part-time or
            other);

                         (vii) their date of birth; and

                        (viii) the country in which the Royal Wolf UK employee
            works or performs services and/or is paid and the law governing the
            contract.

                  (d) Set forth in the Personnel Information Schedule are
anonymised details of all Royal Wolf UK employees who are on secondment,
maternity, paternity, adoption or other leave or absent due to ill-health or for
any other reason.

                  (e) No notice to terminate the contract of employment of any
Royal Wolf UK employee (whether given by Royal Wolf UK or by its employees) is
pending, outstanding or threatened and no dispute, claim or complaint under any
Laws or otherwise is outstanding between Royal Wolf UK and any of its employees
or former employees relating to their employment or its termination.

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                  (f) No offer of employment or engagement has been made by
Royal Wolf UK that has not yet been accepted, or which has been accepted but
where the employment or engagement has not yet started.

                  (g) Save as set out in the Employee Plans Schedule there are
no retention or change of control agreements or arrangements applicable to Royal
Wolf UK employees.

                  (h) All contracts between Royal Wolf UK and its employees are
terminable at any time on three months' notice or less without compensation
(other than for statutory liability), and in those jurisdictions where such a
provision is unlawful, all contracts between Royal Wolf UK and its employees are
terminable at any time without notice but with statutory minimum compensation
(other than for statutory liability). All contracts between Royal Wolf UK and
its employees are terminable at any time for just cause and/or justified reasons
according to the applicable collective bargaining agreement and/or national law.

                  (i) Royal Wolf UK is not a party to, bound by or proposing to
introduce in respect of any of its directors or employees any redundancy payment
scheme in addition to statutory redundancy pay, nor is there any agreed
procedure for redundancy selection.

                  (j) Royal Wolf UK has not received any claim for failure to
provide information or to consult with Royal Wolf UK employees under any Laws.

                  (k) Royal Wolf UK has not in the last 12 month period agreed
to make an ex gratia payment or provided or agreed to provide an ex gratia
benefit to a present or former director or officer, employee or former employee
or to their dependants in connection with the actual or proposed termination or
suspension of employment or variation of an employment contract.

                  (l) There are no sums owing to or from any Royal Wolf UK
employee other than reimbursement of expenses, wages for the current salary
period and holiday pay for the current holiday year as at the date hereof.

                  (m) Royal Wolf UK has not offered, promised or agreed to any
future variation in the contract of any employee.

                  (n) In respect of each Royal Wolf UK employee, Royal Wolf UK
has:

                        (i) performed all obligations and duties they are
            required to perform (and settled all outstanding claims), including
            salaries, social security payments and other statutory obligations,
            whether or not legally binding;

                        (ii) complied with and continue to comply with the terms
            of any relevant agreement or arrangement with any trade union,
            employee representative or body of employees or their
            representatives (whether binding or not);

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                        (iii) maintained adequate, suitable and up to date
            records;

                        (iv) complied with and continue to comply with
            applicable employment legislation, including requirements concerning
            employment contracts, working environment and social security
            legislation.

            2.18 Employment Matters - Employee Plans.

                  (a) The Employee Plans Schedule lists each employee benefit
plan (as defined in Section 3(3) of ERISA) and each material plan, program,
policy or arrangement, including, but not limited to, bonus, deferred
compensation, incentive compensation, severance or termination pay, salary
continuation, vacation, supplemental unemployment benefit, plans, programs or
arrangements maintained, or contributed to (or required to be contributed to),
by the Subject Companies or on behalf of employees of the Subject Companies
("Subject Company Employees") whether or not funded, formal or informal, other
than benefit plans which are mandated by Law or maintained by a Governmental
Authority (collectively, the "Benefit Plans"). The Benefit Plans which are
maintained for Subject Company Employees in the United States are referred to as
"U.S. Benefit Plans" and the Benefit Plans which are maintained for Subject
Company Employees in jurisdictions outside the United States and are exempt from
ERISA by reason of Section 4(b)(4) thereof are referred to herein as "Foreign
Benefit Plans".

                  (b) None of the U.S. Benefit Plans which is a "pension plan"
within the meaning of Section 3(2) of ERISA (a "U.S. Pension Plan") is a
"multiemployer plan" as defined in Section 3(37) of ERISA, or is subject to the
requirements of Title IV of ERISA, Section 302 of ERISA or Section 412 of the
Code. No Subject Company has any material liability to the Pension Benefit
Guaranty Corporation under Title IV of ERISA, nor has any contingent liability
under Title IV of ERISA with respec