English Translation


The following is agreed between

IFCO International Food Container Organisation GmbH
Zugspitzstr. 15
82049 Pullach
- referred to below as "IFCO" or the "company" -
Mr. Gustav Sandahl
Marie Margrethevej 6
DK-6100 Haderslev
- referred to below as the "employee" -

I. Position
(1)     The employee is appointed as the German sales manager of IFCO GmbH.

(2)     IFCO is also entitled to delegate comparable activities to the employee.

(3)     The employee reports to the management and is responsible for providing
appropriate information on all the business processes which affect his range of

(4)     The employee's place of work is Munich.

II.     Working hours
(1)     Daily working hours are governed by the operational

(2)     The employee declares himself ready to work overtime and additional
hours including work and travelling on Saturdays, Sundays and public holidays.

III.     Remuneration

(1)     As remuneration for his work, the employee shall receive a fixed annual
salary of DM 158,000 (In words: One hundred and fifty eight thousand
Deutschmarks) payable in 12 equal monthly instalments. The monthly salary shall
be paid on the last day of the month.

(2)     The employee shall receive a variable, annual bonus oriented to the
company's annual result and the employee's personal contribution. A
supplementary agreement shall govern the details of this. It is pointed out that
this bonus is a voluntary, additional payment made by the company and that the
employee may not derive any claim for subsequent years even after repeated
payment of such.

(3)     Payment of this salary compensates all overtime/extra hours worked and
any Sunday and holiday bonuses which arise on account of travelling (i.e. in
particular driving and flight times).

IV.    Other benefits provided by the employer
(1)    The company shall provide the employee with a company car (e.g. BMW
series 5) for the duration of the contract of employment in accordance with the
corporate guidelines. operating and maintenance costs shall be paid by IFCO. The
company car may be used for private purposes within the usual scope; the costs
of petrol associated with this are paid by the employee. Current fiscal
regulations apply to the monetary value of the benefit. The employee is obliged
to return the vehicle to IFCO on first request without any right of retention.

V.     Expenses
The employee shall be reimbursed for documented travel expenses incurred on
approved journeys made on the company's behalf within the framework of the
prevailing company guidelines and the respective fiscal guidelines applicable.

VI.     Illness
(1)     In case of illness without culpability which prevents the employee from
exercising his duties, the employee is entitled to continued payment of his
basic salary for a maximum of 6 months.

(2)     The employee shall inform IFCO without delay of any incapacity or
inability to work and the likely duration of such. On request, the reasons for
the incapacity or inability to work shall be given. If the illness lasts three
days or more, the employee shall provide the company with a doctor's note
confirming his illness and which states the start and the likely duration of the
inability to work. If the inability to work extends beyond that stated in the
doctor's note, the employee is obliged to inform the company of this without
delay and to submit a new medical certificate within three days.

(3)     If the inability to work is caused by a third party, the employee hereby
assigns all claims to damages or other recompense against this third party to
IFCO to the amount of the salary payments made by IFCO.

VII.  Holidays
(1)     The employee has an annual holiday entitlement of 30 working days.
Working days are all weekdays except Saturdays, Sundays and public holidays at
the company's headquarters.

(2)     Holidays shall be applied for in good time and approved by the superior
or the company's management.

(3)     Reasonable account shall be taken of operational requirements when
planning and starting holidays. Any operational holidays shall be offset against
the annual holiday entitlement.

VIII. Auxiliary activities
The employee is obliged to provide IFCO with his full working capacity.
Auxiliary work, either paid or unpaid which restricts the employment
relationship, and co-operation with or participation in another company requires
prior permission in writing from the management of IFCO.

IX.     Secrecy and return of documents
(1)     The employee is obliged, particularly after this contract of employment
has ended, to keep all confidential matters and the company's business secrets
which become known to him in the course of his work for the company (in
particular, processes, data, expertise, marketing plans, business strategies,
unpublished balance sheet figures, licenses, prices, costs and lists of
employees, customers and suppliers) strictly secret, and to neither pass these
on to third parties nor utilise these for own purposes or those of third

(2)     The employee shall treat all objects and documents belonging to IFCO or
provided to him by IFCO circumspectly, and to safeguard these in such a way that
they cannot come into the hands of unauthorised persons.

(3)     On leaving the company without prompting, and on request during the
existence of the contract of employment, the employee shall return to the
company all objects in his possession which belong to the company, as well as
all documents which concern the company's business operations and/or contain
confidential information in the sense of Paragraph (1) above - in particular,
all notes, memoranda, records, drawings, minutes, reports, files, samples,
books, diagrams and similar documents (as well as copies or other reproductions
of such and all own records; including hardware and software)
("objects/documents). The employee recognises that all documents are the sole
possession of the company. The employee has no right of retention to the

X.     Prohibition of head-hunting
During or after termination of his contract of employment, the employee agrees
not to poach other employees from the company, nor encourage these to terminate
their working relationship with the company.

XI.     Protected rights
(1)     The employee shall transfer the exclusive rights of use and
exploitation, without restriction on time, space or content, to the company for
all working results capable of being patented or otherwise protected by
commercial propriety rights which the employee produces during the course of the
contract of employment within the framework of his contractual working duties.
The transfer of rights of use and exploitation includes permission to process
and to issue licenses to third parties. The employee expressly waives all other
rights to working results accruing to him as the author. In particular, the
right to designate the work and to allow access to it. The transfer of rights of
use and exploitation and the aforesaid waiver are

recompensed in full by payment of the salary agreed under Section III (1) above.

(2)     At IFCO's request, the employee shall support the former in obtaining
copyrights and other commercial proprietary rights for the employee's working
results, also in other countries. To this end, the employee shall complete and
submit all applications, declarations of assignment and other legal declarations
and sign all documents which are required or requested by the company in order
to transfer the rights to the working results fully to the company and to enable
the company, its successors and assignees to secure the complete and exclusive
use and benefits of the working results, and to exploit these. During the
duration of the contract of employment, the employee shall receive no further
remuneration for fulfilment of this duty of co-operation with the exception of
reimbursement of the expenses incurred by him on account of the company's
demands. Insofar as the employee fulfils the duty of co-operation after the
employment relationship has ended, he shall receive a reasonable daily rate and
be reimbursed for the expenses incurred by him on account of the company's

(3)     The Employee Invention Act applies to employee inventions.

XII.    Commencement and termination of contract
(1)     The contract of employment commences on 01/1/1998.

(2)     Notice of termination for both parties is three months to the end of the
calendar half-year. Any legal extension to the period of notice incurred by the
company shall apply likewise to termination by the employee.

(3)     The right to serve extraordinary notice remains unaffected.

(4)     If proper notice is served, the company is entitled to release the
employee from further duties until the contract of employment ends.

XIII.   Miscellaneous
(1)     The contract of employment is subject to German law.

(2)     This contract replaces all previous agreements,
including any verbal understandings.

(3)     Changes and supplements to this contract, including this clause, and
notice of termination must be in writing to be legally effective.

(4)     If individual provisions of this contract are or become ineffective,
this casts no doubt on the effectiveness of the remaining provisions. A
regulation shall be agreed to replace the ineffective provision, one which comes
closest to the financial purpose intended by the parties.

XIV.    Place of fulfilment

Unless agreed otherwise, the place of fulfilment for the contract of employment
and all the obligations arising from it is the company's headquarters in

Pullach, 4/11/98

/s/ Juergen Benz   /s/ Andreas Suck    /s/ Gustav Sandahl
IFCO International Food                Gustav Sandahl
Container Organisation GmbH

Source: OneCLE Business Contracts.