EXHIBIT 10.9

                                     FORM OF
             AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENT
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     THIS AMENDED AND RESTATED MANAGEMENT SUBSCRIPTION AGREEMENT, dated as of
__________, 2005 (this "Agreement"), is made by and among TAL International
Group, Inc., a Delaware corporation (the "Company"), whose address is c/o The
Jordan Company, L.P., 767 Fifth Avenue, 48th Floor, New York, New York 10153,
and the persons and entities whose names are set forth on Exhibit 1 hereto
(collectively the "Shareholders").

                                   WITNESSETH:
                                   -----------

     WHEREAS, the Company and the Shareholders are parties to that certain
Management Subscription Agreement, dated as of November 3, 2004 (the "Original
Agreement"); and

     WHEREAS, the Company and the Shareholders desire to amend and restate the
Original Agreement in its entirety;

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree to amend and restate the Original
Agreement in its entirety to read as follows:

     1. Share Subscriptions.

          (a) Each Shareholder (i) subscribes for the number of shares of Common
     Stock, par value U.S. $0.001 per share of the Company (the "Common Stock")
     set forth opposite such Shareholder's name in Exhibit 1 hereto at a
     purchase price for the Common Stock of U.S. $1.00 per share (the "Common
     Stock Cost"), and (ii) tenders cash in consideration of the issuance of
     such Shares.

          (b) Each Shareholder (i) subscribes for the number of shares of the
     Company's Series A 12% Cumulative Senior Preferred Stock, par value U.S.
     $0.001 per share (the "Preferred Stock" and, together with the Common
     Stock, the "Shares") set forth opposite such Shareholder's name in Exhibit
     1 hereto at a purchase price for the Preferred Stock of U.S. $1,000.00 per
     share (the "Preferred Stock Cost"), and (ii) tenders cash in consideration
     of the issuance of such Shares.

          (c) Each of the Shareholders, in order to facilitate the transactions
     contemplated by this Agreement, authorizes and appoints the Company or any
     of its representatives to direct the transfer all or any portion of the
     subscription consideration from any account into which such amounts may be
     paid into for the benefit of such Shareholder to any account established
     for the benefit of the Company or any of its subsidiaries. The
     Shareholder's investment described hereby shall be the only investment in
     the Company required of the Shareholders under this Agreement and no
     Shareholder shall, by virtue of such investment, be subject to (i) any
     further obligation to contribute additional capital to the Company or (ii)
     any liabilities of the Company that arise in the ordinary course of
     business.



          (d) Each Shareholder agrees to tender by wire or check for
     consideration of the purchase price of the Shares being purchased by such
     Shareholder on the date hereof, provided that immediately upon tender of
     the consideration for such Shares described in Section 1(a) and (b), the
     Company will issue such Shares.

          (e) Each Shareholder acknowledges to the Company and the other
     Shareholders that such Shareholder understands and agrees, as follows:

     THE SHARES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS.
     THE SHARES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER
     MARKET FOR THE SHARES NOR IS ANY LIKELY TO DEVELOP. THE COMPANY AND ITS
     SUBSIDIARIES HAVE BORROWED A SUBSTANTIAL PORTION OF THE FUNDS USED TO
     OPERATE ITS BUSINESS. EACH SHAREHOLDER ACKNOWLEDGES THAT SUCH SHAREHOLDER
     MAY AND CAN AFFORD TO LOSE SUCH SHAREHOLDER'S ENTIRE INVESTMENT IN THE
     SHARES AND THAT SUCH SHAREHOLDER UNDERSTANDS SUCH SHAREHOLDER MAY HAVE TO
     HOLD THIS INVESTMENT INDEFINITELY.

     2. Proposed Transactions.

          (a) This Agreement references certain pertinent documents as well as
     applicable laws and regulations. Each Shareholder acknowledges to the
     Company and the other Shareholders that such references are not summaries
     or complete and are qualified in their entirety by the complete texts of
     the documents, laws and regulations so summarized.

          (b) Each Shareholder acknowledges to the Company and the other
     Shareholders that such Shareholder has had ample opportunity to ask
     questions regarding each of the following documents:

               (i) Amended and Restated Certificate of Incorporation of the
          Company;

               (ii) Bylaws of the Company;

               (iii) Stock Purchase Agreement dated as of July 10, 2004, by and
          between TA Leasing Holding Co., Inc. and Klesch & Company Limited, as
          amended, including all exhibits and schedules thereto (the "Stock
          Purchase Agreement");

               (iv) Shareholders Agreement, dated as of the date hereof (the
          "Shareholders Agreement"), by and among the Company and the
          shareholders party thereto, including all exhibits and schedules
          thereto;

               (v) Investor Subscription Agreement, dated as of the date hereof,
          by and among the Company and the shareholders of the Company party
          thereto, including all exhibits and schedules thereto (the "Investor
          Subscription Agreement");

               (vi) Management Consulting Agreement, dated as of the date
          hereof, by and among the Company, its Related Companies and The Jordan
          Company, L.P. ("TJC"), including all exhibits and schedules thereto
          (the "TJC Management Consulting Agreement");

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               (vii) Management Advisory Agreement, dated as of the date hereof,
          by and among the Company, its Related Companies and the advisor party
          thereto, including all exhibits and schedules thereto (the "Advisory
          Agreement");

               (viii) Transaction Fee Agreement, dated as of the date hereof, by
          and between the Company and Seacon Holdings Limited ("Seacon Fee
          Agreement").

               (ix) Senior Subordinated Credit Agreement, dated as of November
          3, 2004, by and between the Company and the lenders named therein, as
          such agreement may be amended, waived or otherwise modified or
          refinanced from time to time and all other agreements and documents
          related thereto (the "Loan Agreement");

               (x) Credit Agreement, dated as of November 3, 2004, by and among
          the Company, Fortis Bank, as Agent, Transamerica Leasing Inc. and
          Trans Ocean Limited, as such agreement may be amended, waived or
          otherwise modified or refinanced from time to time and all other
          agreements and documents related thereto (the "Credit Agreement");

               (xi) The Company's 2004 Management Stock Plan (the "Management
          Stock Plan"); and

               (xii) This Agreement and all exhibits and schedules hereto.

     The documents referred to in (i) through (xii) are hereinafter collectively
referred to as the "Operative Documents", except that, for purposes of Section
5(d) only, this Agreement and the Management Stock Plan will not be considered
by Operative Document.

     3. Shareholder Representations, Warranties and Covenants. Each Shareholder
represents, warrants and covenants to the Company and each other Shareholder
that:

          (a) Such Shareholder has the legal capacity, power and authority to
     enter into and perform all of its obligations under this Agreement. The
     execution, delivery and performance of this Agreement by such Shareholder
     will not violate any other agreement to which such Shareholder is a party
     including, without limitation, any voting agreement, shareholders agreement
     or voting trust. This Agreement has been duly and validly authorized,
     executed and delivered by such Shareholder and constitutes a valid and
     binding agreement of such Shareholder, enforceable against such Shareholder
     in accordance with its terms, except that such enforceability (i) may be
     limited by bankruptcy, insolvency, moratorium or other similar laws
     affecting or relating to enforcement of creditors' rights generally and
     (ii) is subject to general principles of equity.

          (b) Such Shareholder is employed in a managerial or executive position
     with one or more of the Company's subsidiaries and is familiar with the
     Company's and its subsidiaries' operations, financial condition and
     business prospects.

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          (c) Such Shareholder will not (i) transfer any Shares if such transfer
     would result in a default by the Company or its subsidiaries under any of
     the provisions of the Operative Documents, (ii) except as required or
     contemplated by the Operative Documents, grant any proxies, deposit any
     Shares into a voting trust or enter into a voting agreement with respect to
     any Shares, or (iii) take any action that would make any representation or
     warranty of such Shareholder contained herein untrue or incorrect or have
     the effect of preventing or disabling such Shareholder from performing his
     obligations under any of the Operative Documents, or would result in a
     default by the Company or its subsidiaries under the provisions of any of
     the Operative Documents. Each Shareholder further agrees that such
     Shareholder's ability to transfer Shares is subject to the limitations,
     restrictions and conditions of the Shareholder Agreement and the Operative
     Documents.

          (d) Such Shareholder will complete, execute and file a form of
     election under Section 83(b) of the Internal Revenue Code of 1986, as
     amended, with the Internal Revenue Service within thirty (30) days of the
     execution of this Agreement and the purchase of the Shares.

          (e) Such Shareholder has no pending or threatened claim, complaint,
     action, suit, proceeding, hearing or investigation against the Company or
     its subsidiaries for any period prior to the date hereof, nor does such
     Shareholder presently intend to bring or file any claim, complaint, action,
     suit, proceeding, hearing or investigation against the Company or its
     subsidiaries for any period prior to the date hereof.

          (f) The Company has afforded such Shareholder and such Shareholder's
     advisors, if any, the opportunity to discuss an investment in the Shares
     and to ask questions of representatives of the Company concerning the terms
     and conditions of the offering of the Shares and the Operative Documents,
     and such representatives have provided answers to all such questions
     concerning the offering of the Shares and the Operative Documents. Such
     Shareholder has consulted its own financial, tax, accounting and legal
     advisors, if any, as to such Shareholder's investment in the Shares and
     with the Operative Documents and the consequences thereof and risks
     associated therewith. Such Shareholder and such Shareholder's advisors, if
     any, have examined or have had the opportunity to examine before the date
     hereof the Operative Documents and all information that such Shareholder
     deems to be material to an understanding of the Company and its
     subsidiaries, the proposed business of the Company and its subsidiaries,
     and the offering of the Shares. Such Shareholder also acknowledges that to
     such Shareholder's knowledge there have been no general or public
     solicitations or advertisements or other broadly disseminated disclosures
     (including, without limitation, any advertisement, article, notice or other
     communication published in any newspaper, magazine or similar media or
     broadcast over television, radio or internet, or any seminar or meeting
     whose attendees have been invited by any general solicitation or
     advertising) by or on behalf of the Company regarding an investment in the
     Shares.

          (g) Such Shareholder represents to the Company and the other
     shareholders of the Company that it knows and understands and has given
     full consideration to and has had the opportunity to ask questions of any
     person authorized to act on behalf of the Company concerning any aspect of
     the transactions with affiliates being consummated by the Company in
     connection with the Shareholders Agreement, the Investor Subscription
     Agreement, the Loan

                                       4


     Agreement, the Credit Agreement, the TJC Management Consulting Agreement,
     the Advisory Agreement, the Seacon Fee Agreement, and the Management Stock
     Plan, including all agreements, obligations, covenants and arrangements
     contained therein or contemplated thereby, including all exhibits and
     schedules thereto (collectively, the "Affiliate Transaction Agreements").

     4. Risk Factors and Other Considerations. Each Shareholder acknowledges to
the Company and the other Shareholders that:

          (a) (i) The Company's subsidiaries are the Company's only material
     assets, and that the Company and certain of its subsidiaries have borrowed
     a substantial portion of the funds used to effect the purchase by the
     Company's subsidiaries of the shares listed in the Stock Purchase
     Agreement; (ii) it is unlikely that dividends will be paid on the Shares;
     (iii) there is no legal requirement or promise made by the Company to
     declare or pay such dividends and such dividends may not in any event be
     paid if such payment would violate any term of the Operative Documents;
     (iv) certain of the Operative Documents severely restrict the ability of
     the Company to make any dividend or redemption payments on the Shares and
     such payment may be further restricted by future agreements or instruments
     binding on the Company or its subsidiaries; (v) if a Shareholder ceases to
     be an employee of the Company's subsidiaries such Shareholder's Shares may
     be subject to certain rights of the Company to repurchase such Shares under
     this Agreement or the Shareholder's employment agreement with the Company's
     subsidiaries; and (vi) under the repurchase payment terms, such
     Shareholders may not receive full cash payment in return for the
     Shareholder's Shares for several years.

          (b) Any financial projections or forecasts with respect to the Company
     and its subsidiaries are only forecasts prepared by management, which are
     subject to many assumptions and factors beyond the Company's and its
     subsidiaries' control, and that there can be no assurances that these
     forecasts will be realized.

          (c) An investment in the Shares is a speculative investment which
     involves a high risk of loss and that on and after the date hereof, there
     will be no public market for the Shares and the Company does not
     contemplate that a public market will develop.

          (d) Such Shareholder has given full consideration to and has had the
     opportunity to ask questions of any person authorized to act on behalf of
     the Company concerning any aspect of the transactions with affiliates being
     consummated by the Company in connection with the Affiliate Transaction
     Agreements.

          (e) The Operative Documents and any other agreement or instrument that
     may restrict the ability of the Company to make any dividend or redemption
     payments may be created, amended, modified or supplemented, from time to
     time, and may be refinanced, extended or substituted, from time to time,
     without notice to, or the consent or approval of, the Shareholders.

          (f) Nothing in this Agreement shall constitute an agreement by, or
     shall impose any obligation upon, the Company or its subsidiaries to
     employ, or to continue to employ, any Shareholder, or shall constitute an
     agreement by, or shall impose any obligation

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     upon, the Company or its subsidiaries with respect to the terms and
     conditions of employment of any Shareholder, and will not limit or
     restrict, in any manner, the Company's or its subsidiaries' right or
     ability to terminate the employment of any Shareholder.

     5. Securities Law and Other Matters. Each Shareholder represents and
warrants to the Company and the other Shareholders that:

          (a) (i) Such Shareholder used no "purchaser's representative" (as that
     term is used in Regulation D under the Securities Act of 1933, as amended
     (the "Securities Act")) in connection with the transactions contemplated by
     the operative documents in connection with the financing; (ii) neither TJC,
     The Resolute Fund, L.P., nor any of their respective partners, members,
     principals, directors, officers, representatives, attorneys, agents,
     employees or affiliates has acted or is expected to act as a representative
     or agent of said Shareholder in the subject transaction; (iii) such
     Shareholder has substantial knowledge and experience in financial,
     investment and business matters, and specifically in the business of the
     Company and its subsidiaries, and has the requisite knowledge and
     experience to evaluate the risks and merits of its investment in the
     Shares; (iv) the decision of such Shareholder to purchase the Shares
     hereunder has been made by such Shareholder independent of any other
     Shareholder and independent of any statements, disclosures or judgments as
     to the properties, business, prospects or condition (financial or
     otherwise) of the Company and its subsidiaries which may have been made or
     given by any Shareholder or other Person.

          (b) (i) The Shares being purchased by such Shareholder hereunder have
     not been registered under the Securities Act on the ground that the sales
     of Shares pursuant to this Agreement are exempt under Section 4(2) of the
     Securities Act as not constituting a distribution, and that the Company's
     reliance on such exemption is predicated in part on each Shareholder's
     representation which such Shareholder herewith makes that the Shares have
     been acquired solely by and for the account of such Shareholder for
     investment purposes only, and are not being purchased for subdivision,
     fractionalization, resale or distribution and other than as expressly set
     forth in the Operative Documents, such Shareholder has no contract,
     undertaking, agreement or arrangement with any other Shareholder to sell,
     transfer or pledge to such other Shareholder or anyone else the Shares
     being sold to such Shareholder (or any part thereof), and such Shareholder
     has no present plans or intentions to enter into any such contract,
     undertaking, agreement or arrangement; (ii) the Shares being sold to such
     Shareholder must be held indefinitely unless they are subsequently
     registered under the Securities Act or a transfer is made pursuant to an
     exemption from such registration, including, for example, pursuant to Rule
     144 thereunder and that the Company has no agreements in respect of
     registering the Shares under Federal or state law; and (iii) such
     Shareholder's financial condition is such that Shareholder is not under any
     present necessity or constraint, and does not foresee in the future any
     necessity or constraint, to dispose of the Shares being sold to such
     Shareholder to satisfy any existing or contemplated debt or undertaking.

          (c) In the event that in the future the Company engages in any
     negotiation or transaction (including a merger or consolidation or other
     reorganization by or of the Company) in which Regulation D under the
     Securities Act may or will be available to the Company, each of the
     Shareholders who is not then a professional investor agrees irrevocably
     (and with the knowledge and intention that the other holders of the
     Company's stock of all classes will rely

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     thereon in making their respective present investment decisions) that such
     Shareholder will, within five (5) business days of notice from the Company,
     which notice may be given in the sole discretion of the Company, appoint a
     purchaser's representative or representatives who shall be qualified and
     acceptable to the Company and any other Person(s) who is (are) involved in
     the proposed transaction so that the maximum benefits of Regulation D shall
     be available to the Company and all of its shareholders.

          (d) Such Shareholder hereby releases The Resolute Fund, L.P., The
     Resolute Fund Singapore PV, L.P., The Resolute Fund Netherlands PV I, L.P.,
     The Resolute Fund Netherlands PV II, L.P., The Resolute Fund NQP, L.P., JZ
     Equity Partners PLC, Fairholme Partners, L.P., Fairholme Ventures II, LLC,
     Fairholme Holdings, Ltd., Edgewater Private Equity Fund III, L.P.,
     Edgewater Private Equity IV, L.P., and their respective affiliates, and
     each of their respective partners, members, principals, directors,
     officers, representatives, attorneys, agents, employees and affiliates from
     and against any claims in respect of each Shareholder's subscription for
     Shares and any related transaction hereunder or under the Operative
     Documents.

     6. Registration Rights. The Shares have not been registered under the
Securities Act nor any state securities laws and, in consequence thereof, all of
the Shares must be held indefinitely unless (a) subsequently registered under
the Securities Act or other applicable federal and state securities laws or (b)
exemptions from such registration are available at the time of a proposed sale
or transfer thereof. Except as set forth in the Shareholders Agreement, the
Company has no agreements in respect of a registration statement under either
federal or state law.

     7. [Intentionally Omitted]

     8. [Intentionally Omitted]

     9. Non-Competition/Non-Disclosure Provisions.

          (a) Applicability. In the event of the termination of a Shareholder's
     employment with the Company or any Related Company for any reason or no
     reason, the Company will, within ten (10) business days of the effective
     date of such termination, provide to such terminated Shareholder notice of
     whether the Company has elected either (i) to waive compliance by such
     terminated Shareholder with Section 9(b) as it is applicable to such
     terminated Shareholder, in which case, Section 9(b) will cease to be
     applicable to such terminated Shareholder on the 30th day following such
     effective date, or (ii) to require compliance by such terminated
     Shareholder with Section 9(b), in which case, (A) Section 9(b) will be
     applicable to such terminated Shareholder for 12 months following such
     effective date (the "Restricted Period") and (B) the Company will, during
     the Restricted Period, and as a condition of such compliance, continue to
     pay such terminated Shareholder an amount equal to his base compensation,
     but excluding any incentive bonus, or other bonuses, benefits or flexible
     perquisites, applicable to the six months prior to such effective date;
     provided, however, that the Company shall have no obligation to make such
     payment, if such terminated Shareholder's employment is terminated for
     cause. If the Company fails to provide such notice, then it will be deemed
     to have elected to waive compliance under clause (i). Regardless of whether
     the Company waives compliance by a terminated Shareholder with Section 9(b)
     or makes

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     the payments specified in clause (ii)(B), Sections 9(c), 9(d) and 9(e)
     shall continue to apply to such terminated Shareholder for the duration
     specified therein.

          (b) Non-Competition. In consideration of this Agreement, each
     Shareholder covenants and agrees that during the period such Shareholder is
     an officer, director or employee of the Company or any Related Company and
     during the Restricted Period, such Shareholder shall not, subject to
     Section 9(a), without the express written approval of the Board of
     Directors of the Company (the "Board"), directly or indirectly, in one or a
     series of transactions, own, manage, operate, control, invest or acquire an
     interest in, whether as a proprietor, partner, shareholder, member, lender,
     director, officer, employee, joint venturer, investor, lessor, supplier,
     customer, agent, representative or other participant, or otherwise engage
     or participate in, whether as a proprietor, partner, shareholder, member,
     lender, director, officer, employee, joint venturer, investor, lessor,
     supplier, customer, agent, representative or other participant, any
     business which competes, directly or indirectly, with the Business in the
     Market ("Competitive Business") without regard to (A) whether the
     Competitive Business has its office, manufacturing or other business
     facilities within or without the Market, (B) whether any of the activities
     of the Shareholder referred to above occur or are performed within or
     without the Market or (C) whether the Shareholder resides, or reports to an
     office, within or without the Market; provided, however, that (x) the
     Shareholder may, anywhere in the Market, directly or indirectly, in one or
     a series of transactions, own, invest or acquire an interest in up to five
     percent (5%) of the capital share of a corporation whose capital share is
     traded publicly, or that (y) such Shareholder may accept employment with a
     successor company to the Company. For the avoidance of doubt, a Competitive
     Business shall not include a shipping company that leases, finances, sells
     and/or manages shipping containers solely for itself and not for any third
     party. Furthermore, a Shareholder shall not be deemed to be engaged in a
     Competitive Business if he is employed at a company that is not engaged in
     a Competitive Business but which has a sister company that is engaged in a
     Competitive Business if the Shareholder has no involvement, direct or
     indirect, in the sister company whatsoever.

          (c) Non-Solicitation. If a Shareholder's employment is terminated,
     then such Shareholder shall not for 12 months after termination of
     employment (A) directly or indirectly, in one or a series of transactions,
     recruit, solicit or otherwise induce or influence any proprietor, partner,
     shareholder, member, lender, director, officer, employee, sales agent,
     joint venturer, investor, lessor, customer, supplier, agent, representative
     or any other Person which has a business relationship with the Company or a
     Related Company or had a business relationship with the Company or a
     Related Company within the twenty-four (24) month period preceding the date
     of the incident in question (other than a customer or supplier who has a
     business relationship with the Shareholder's new employer (if any)), to
     discontinue, reduce or modify such employment, agency or business
     relationship with the Company or a Related Company, or (B) employ or seek
     to employ or cause any Competitive Business to employ or seek to employ any
     Person who is then (or was at any time within twelve (12) months prior to
     the date such Shareholder or the Competitive Business employs or seeks to
     employ such Person) employed or retained by the Company or a Related
     Company. Notwithstanding the foregoing, nothing herein shall prevent such
     Shareholder from providing a letter of recommendation to an employee with
     respect to a future employment opportunity.

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          (d) Non-Disclosure. Each Shareholder further agrees, that during and
     after his employment with the Company or a Related Company, such
     Shareholder will not, directly or indirectly in one or a series of
     transactions disclose to any Person or use or otherwise exploit for such
     Shareholder's own benefit or for the benefit of anyone other than the
     Company or its subsidiaries any Confidential Information (as defined below)
     whether prepared by such Shareholder or not, provided, however, that any
     Confidential Information may be disclosed to officers, representatives,
     employees and agents of the Company or its Related Companies who need to
     know such Confidential Information in order to perform the services or
     conduct the operations required or expected of them in the Business. Each
     Shareholder shall use his best efforts to prevent the removal of any
     Confidential Information from the premises of the Company or its Related
     Companies, except as required in his normal course of employment by the
     Company or its subsidiaries. During the Term of employment, each
     Shareholder shall use such Shareholder's commercially reasonable efforts to
     cause all Persons to whom Confidential Information shall be disclosed by
     such Shareholder hereunder to observe the terms and conditions set forth
     herein as though each such Person or entity was bound hereby. After the
     term of employment, the Shareholder shall not disclose Confidential
     Information other than to his advisors, representatives and agents who
     execute a confidentiality agreement whereby they will agree to observe the
     confidentiality terms and conditions set forth herein. Each Shareholder
     shall have no obligation hereunder to keep confidential any Confidential
     Information if and to the extent disclosure of any thereof is specifically
     required by law; provided, however, that in the event disclosure is
     required by applicable law, such Shareholder shall provide the Company with
     prompt notice of such requirement to the extent allowed by law, prior to
     making any disclosure, so that the Company may seek an appropriate
     protective order. At the request of the Company, each Shareholder agrees to
     deliver to the Company all Confidential Information which such Shareholder
     may possess or control. Each Shareholder agrees that all Confidential
     Information of the Company and Related Companies (whether now or hereafter
     existing) conceived, discovered or made by him during his employment with
     the Company or its Related Companies exclusively belongs to the Company and
     its direct and indirect subsidiaries (and not to such Shareholder). Each
     Shareholder will promptly disclose such Confidential Information to the
     Company and its Related Companies and perform all actions reasonably
     requested by the Company and its Related Companies to establish and confirm
     such exclusive ownership. As used herein, the term "Confidential
     Information" means any confidential information including, without
     limitation, any study, data, calculations, software storage media or other
     compilation of information, patent, patent application, copyright,
     trademark, trade name, service mark, service name, trade secrets, supplier
     lists and contacts, customer lists and contacts, the fact of and terms of
     (including without limitation, pricing terms) supplier, customer or
     consultant contracts, pricing policies, business techniques, operational
     methods, marketing plans or strategies, product development techniques or
     plans, business acquisition plans or any portion or phase of any scientific
     or technical information, discoveries, designs, computer programs
     (including source of object codes), processes, procedures, formulas,
     improvements or other proprietary or intellectual property of the Company
     or its subsidiaries, whether or not in written or tangible form, and
     whether or not registered, and including all files, records, manuals,
     books, catalogues, memoranda, notes, summaries, plans, reports, records,
     documents and other evidence thereof. The term "Confidential Information"
     does not include, and there shall be no obligation hereunder with respect
     to, information that becomes generally available to the public other than
     as a result of a disclosure by such Shareholder that is prohibited
     hereunder.

                                       9


          (e) Non-Disparagement. Each Shareholder agrees that during and after
     his employment with the Company or a Related Company, he shall not make any
     false, defamatory or disparaging statements about the Company or its
     Related Companies or the officers or directors of the Company or its
     Related Companies. During and after each Shareholder's employment with the
     Company or its Related Companies, the Company agrees on behalf of itself
     and its Related Companies that neither the officers nor the directors of
     the Company or its Related Companies shall make any false, defamatory or
     disparaging statements about such Shareholder.

          (f) Specific Performance. All the parties hereto agree that their
     rights under this Section 9 are special and unique and that violation
     thereof would not be adequately compensated by money damages and each
     grants the others the right to specifically enforce (including injunctive
     relief where appropriate) the terms of this Agreement.

     10. Definitions. Capitalized terms used in this Agreement and not otherwise
defined shall have the meanings set forth below, unless the context requires
otherwise:

          (a) "Business" means the business of leasing, financing, selling and
     managing shipping containers, chassis and any other business that the
     Company engages in during the employment of any Shareholder.

          (b) "Commencement Date" means November 3, 2004.

          (c) "Market" means any country in the United States of America and
     each jurisdiction or other country in which (i) the Business was conducted
     by or engaged in by the Company or its subsidiaries or in which the Company
     sought to conduct the Business on or prior to the date hereof or (ii) the
     Business is conducted by or engaged in by the Company or its subsidiaries
     or in which the Company seeks to conduct the Business at any time during
     the Shareholder's employment by the Company or its subsidiaries.

          (d) "Person" means an individual, a corporation, limited liability
     company, association, partnership, joint venture, organization, business,
     trust, or any other entity or organization, including a government or any
     subdivision or agency thereof.

          (e) "Related Company" means all direct and indirect subsidiaries of
     the Company.

          (f) "Sale", "sell", "transfer" and the like include any disposition by
     way of transfer, with or without consideration, to any Person for any
     purpose and shall include, but shall not be limited in any way to,
     redemption by the Company, private or public sale or exchanges of
     securities or any other similar transaction involving share.

     11. [Intentionally Omitted]

     12. Shareholder Acknowledgement. Each Shareholder acknowledges and agrees
that the provisions of this Agreement have been reviewed and are understood by
such Shareholder, and expresses the will and intention of such Shareholder and
agrees not to take any action to frustrate the purposes and provisions of this
Agreement.

                                       10


     13. Defense of Claims. Each Shareholder agrees that, for the period
beginning on the date hereof, and continuing for a reasonable period after
termination of employment with the Company or its Related Companies, Shareholder
will cooperate with the Company in defense of any claims that may be made
against the Company and its Related Companies and affiliates (other than any
claims made by the Shareholder), and will cooperate with the Company in the
prosecution of any claims that may be made by Company and its Related Companies
(other than any claims made against the Shareholder), to the extent that such
claims may relate to services performed by the Shareholder for the Company and
its Related Companies and affiliates. Each Shareholder agrees to promptly inform
the Company if he becomes aware of any lawsuits involving such claims that may
be filed against the Company and its Related Companies and affiliates. The
Company agrees to reimburse Shareholder for all of Shareholder's reasonable
out-of-pocket expenses associated with such cooperation, including travel
expenses. For periods during and following Shareholder's employment with the
Company or any Related Company, the Company agrees to provide reasonable
compensation to Shareholder for such cooperation in addition to reimbursement of
expenses and his reasonable attorneys' fees, if any.

     14. Miscellaneous.

          (a) The rights and obligations contained in this Agreement are in
     addition to the relevant provisions of the organizational documents of the
     Company in force from time to time and shall be construed to comply with
     such provisions. To the extent that this Agreement is determined to be in
     contravention of the organizational documents of the Company, this
     Agreement shall constitute a waiver by each Shareholder, to the fullest
     extent permissible under applicable laws, of any right such Shareholder may
     have pursuant to the organizational documents of the Company that is
     inconsistent with this Agreement.

          (b) This Agreement may be amended only by a written instrument duly
     executed by Shareholders holding greater than 50.1% of the Shares held by
     the Shareholders and the Company.

          (c) Except as otherwise provided in this Agreement, any failure of any
     of the parties to comply with any obligation, covenant, agreement or
     condition herein may be waived by the party entitled to the benefits
     thereof only by a written instrument signed by the party granting such
     waiver, but such waiver or failure to insist upon strict compliance with
     such obligation, covenant, agreement or condition shall not operate as a
     waiver of, or estoppel with respect to, any subsequent or other failure.

          (d) The provisions of this Agreement shall apply, to the full extent
     set forth herein with respect to the Shares and to any and all equity or
     debt securities of the Company or any successor or assign of the Company
     (whether by merger, consolidation, sale of assets, or otherwise) which may
     be issued in respect of, in exchange for, or in substitution of, such
     equity or debt securities and shall be appropriately adjusted for any share
     dividends, bonus issues, splits, reverse splits, combinations,
     subdivisions, reclassifications, recapitalizations, reorganizations and the
     like occurring after the date hereof.

          (e) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND
     ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE

                                       11


     STATE OF NEW YORK. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT
     IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, THE NON-BREACHING PARTY WOULD
     BE IRREPARABLY HARMED AND COULD NOT BE MADE WHOLE BY MONETARY DAMAGES, AND
     THAT, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE ENTITLED AT LAW
     OR IN EQUITY, THE PARTIES SHALL BE ENTITLED TO SUCH EQUITABLE OR INJUNCTIVE
     RELIEF AS MAY BE APPROPRIATE. THE CHOICE OF FORUM SET FORTH IN THIS SECTION
     14 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OF A NEW
     YORK FEDERAL OR STATE COURT, OR THE TAKING OF ANY ACTION UNDER THIS
     AGREEMENT TO ENFORCE SUCH A JUDGMENT, IN ANY OTHER APPROPRIATE
     JURISDICTION.

          (f) IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION,
     PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS
     AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED
     HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (1) AGREE UNDER ALL
     CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO INSTITUTE ANY LITIGATION,
     PROCEEDING OR OTHER LEGAL ACTION IN A COURT OF COMPETENT JURISDICTION
     LOCATED WITHIN THE SOUTHERN DISTRICT OF NEW YORK, WHETHER A STATE OR
     FEDERAL COURT; (2) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION,
     PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL
     JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION AND
     TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES
     GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS
     SECTION SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY
     ACTION TO A FEDERAL COURT IN THE SOUTHERN DISTRICT OF NEW YORK; (3) AGREE
     TO WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY
     NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR
     ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION
     WAS BROUGHT IN ANY INCONVENIENT FORUM; (4) AGREE, AFTER CONSULTATION WITH
     COUNSEL, TO WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR
     CLAIMS RELATING TO THIS AGREEMENT; (5) AGREE TO DESIGNATE, APPOINT AND
     DIRECT AN AUTHORIZED AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ANY AND ALL
     PROCESS AND DOCUMENTS IN ANY LEGAL PROCEEDING IN THE SOUTHERN DISTRICT OF
     NEW YORK; (6) AGREE TO PROVIDE THE OTHER PARTIES TO THIS AGREEMENT WITH THE
     NAME, ADDRESS AND FACSIMILE NUMBER OF SUCH AGENT; (7) AGREE AS AN
     ALTERNATIVE METHOD OF SERVICE TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING
     BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH HEREIN
     FOR COMMUNICATIONS TO SUCH PARTY; (8) AGREE THAT ANY SERVICE MADE AS
     PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;
     AND (9) AGREE THAT NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY PARTY TO
     EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. TO THE
     EXTENT PERMITTED BY LAW IN CONNECTION WITH OR RELATING TO THIS AGREEMENT,
     ANY RELATED AGREEMENT OR ANY

                                       12


     MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, AND AGREE TO TAKE ANY
     AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.

          (g) All personal pronouns used in this Agreement, whether used in
     masculine, feminine or neuter gender, shall include all other genders if
     the context so requires; the singular shall include the plural, and vice
     versa.

          (h) This Agreement may be executed in two or more counterparts, each
     of which shall be deemed an original but all of which together shall
     constitute one and the same instrument. If the requirements of this
     Agreement have otherwise been met, new Shareholders may become parties to
     this Agreement by executing a counterpart to this Agreement at which time
     the Company shall revise the Exhibits as may be necessary or appropriate.

          (i) In case any one or more of the provisions or parts of a provision
     contained in this Agreement shall, for any reason, be held to be invalid,
     illegal or unenforceable in any respect in any jurisdiction, such
     invalidity, illegality or unenforceability shall not affect any other
     provision or part of a provision of this Agreement or any other
     jurisdiction, but this Agreement shall be reformed and construed in any
     such jurisdiction as if such invalid or illegal or unenforceable provision
     or part of a provision had never been contained herein and such provision
     or part shall be reformed so that it would be valid, legal and enforceable
     to the maximum extent permitted in such jurisdiction.

          (j) This Agreement and the other agreements entered into on the date
     hereof in connection with this Agreement supersede all prior agreements
     between the parties with respect to the subject matter thereof and
     constitute a complete and exclusive statement of the terms of the
     agreements among the parties with respect to the subject matter thereof.

          (k) Each of the parties hereto agrees to execute all such further
     instruments and documents and to take all such further action as are
     necessary to effectuate the terms and purposes of this Agreement.

          (l) Whenever notice is required to be given by any party hereunder,
     such notice shall be deemed sufficient when delivered to the Company at its
     address above and to each of the other Shareholders at such Shareholder's
     address set forth on Exhibit 1 hereto or to such other address as the
     Shareholder shall have furnished to the Company.

          (m) Each party shall be entitled to rely conclusively upon any notice
     received, or the failure to receive any notice, from any other party with
     respect to rights and obligations under this Agreement.

     15. Receipt of Share Certificates. Each Shareholder herewith acknowledges
receipt of the certificate(s) evidencing the Shares purchased by such
Shareholder.

                            [Signature Pages Follow]


                                       13


     IN WITNESS WHEREOF, each of the undersigned has signed this Agreement as of
the date first above written.

                                       TAL INTERNATIONAL GROUP, INC.




                                       By:
                                          --------------------------------------
                                       Name:
                                       Title:




                                       -----------------------------------------
                                       BRIAN M. SONDEY


                                       -----------------------------------------
                                       CHAND KHAN


                                       -----------------------------------------
                                       FREDERICO BAPTISTA


                                       -----------------------------------------
                                       JOHN C. BURNS


                                       -----------------------------------------
                                       ADRIAN DUNNER


                                       -----------------------------------------
                                       BERND SCHACKIER


                                       -----------------------------------------
                                       JOHN PEARSON