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Contract of Employment - SLS Schoeller Logistic Services GmbH and Holger Schmidt

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                              English Translation



SLS Schoeller Logistic Services GmbH
(in future: SFD Schoeller Finanz-Dienstleistungs GmbH)
Zugspitzstr. 15

82049 Pullach

referred to hereinafter as "SLS" or "company"


Mr. Holger Schmidt

referred to hereinafter as "employee" the following agreement has been reached.

I.   Position

1)The employee is engaged in the area of Management Information
Systems/Corporate Development/ Corporate Finance

2)SLS shall be entitled to engage the employee in other comparable areas of

3)The employee shall be directly responsible to the Manager of Management
Information Systems/Corporate Development/Corporate Finance and shall ensure
said manager is appropriately informed about all the business transactions
relating to the employee's area of operation.

II.  Working hours

1)Regular working hours are 5 (five) work days with a total of 40 (forty) hours,
excluding breaks.  The beginning and end shall be specified by SLS in exercising
its right to give instructions.

2)The employee herewith declares his willingness to effect overtime and to work
in excess of regular hours, including work and travel on Saturdays, Sundays and
public holidays.

III. Payment

1)In remuneration of his employment, the employee shall receive a gross annual
salary of DM 110,000 (in words: one hundred and ten thousand Deutschmarks) which
shall be paid out in twelve equal installments at the end of each month.

2)Dependent on successful results, the employee shall receive an initial annual
bonus of DM 20,000, the requirements for which shall be specified separately
each year for the following business year.

3)All and any overtime and work in excess of regular hours including extra
payment for Sundays and public holidays shall be deemed fully recompensed with
the payment of the above specified salary.

IV.  Other employer benefits

1)The company shall provide the employee with an appropriate company car for the
length of his employment with the company(e.g. BMW 325 - year old vehicle).
Running and maintenance costs shall be borne by the company. The company car may
be used under ordinary circumstances for private purposes; in this case, the
costs of fuel shall be borne by the employee. In terms of the money's worth
advantage of said vehicle, the respective provisions under fiscal law and the
company directives shall be applicable. The employee herewith undertakes to
return the vehicle at any time at the first request of the company. Any right of
retention is herewith explicitly ruled out.

2)After the expiry of the trial period, SLS shall also grant the employee
capital accumulation benefits of DM 78.- gross per month in addition to his
salary specified in II.

3)Likewise in addition to the salary specified in II, the employee shall receive
a holiday allowance of DM 33.- ross for each day of vacation.

V.   Expenses

In the event of travel initiated and approved by the company, the employee shall
be reimbursed for travel costs of which evidence is presented pursuant to the
respectively valid company directives and the respective directives under fiscal

VI.  Sickness

1)In the event of sickness not caused by negligence on the part of the employee,
which impedes him carrying out his assignments, the employee shall be entitled
to the continued payment of his salary for a maximum of six weeks.

2)The employee shall notify the company immediately of any prevention to his
working capacity or any working disability and the likely duration thereof. Upon
questioning, the reasons for said prevention or incapacity shall be given. If
the illness lasts for three days or longer, the employee shall provide the
company on the third day at the latest with a medical certificate on his
condition, giving details of the beginning and probable duration of the working
incapacity. Should said incapacity last longer than specified in the medical
certificate, the employee undertakes to provide another medical certificate
within three days.

3)Should the working incapacity be caused by a third party, the employee
herewith assigns all claims against this third party for compensation of damages
or other remunerative payments to SLS, to the amount of the continued salary
payments effected by SLS.

VII. Vacation

1)The employee shall be entitled to an annual 30 work day holiday. Work days are
all days of the week except for Saturdays and Sundays and public holidays at the
registered seat of business of the company.

2)Vacation shall be applied for in advance in good time with the employee's
superior or with management and accordingly approved.

3)In planning and commencing vacation, corporate priorities are to be given
appropriate consideration. Any overall company vacation is to be offset against
the employee's annual vacation.

VIII. Side-line operations

The employee herewith undertakes to supply SLS with his full working capacity.
Side-line activities for which payment is effected or which are detrimental to
work for the company as well as any involvement or participation in other
undertakings shall require the previous written consent of the management of

IX.   Confidentiality agreement and return of documentation

1)The employee herewith undertakes, in particular after termination of his
employment with the company, to maintain secrecy regarding all confidential
matters and business secrets of the company with which he becomes familiar
during his employment with the company(in particular procedures, data, know-how,
marketing plans, business plans, unpublished financial statements, licences,
prices, costs and staff, customer and supplier lists) and shall neither make
them known to third parties nor make use of them for his own benefit or the
benefit of third parties.

2)The employee shall treat and keep with care all items and documents belonging
to SLS i.e. made available to him by SLS, so that unauthorised access by third
parties is rendered impossible.

3)Upon leaving the company, the employee shall return to the company, without
being requested to do so and whilst still in the employment of the company, all
items in his possession belonging to the company, as well as all documents
relating to the operations of the company and/or confidential information as
defined in the above paragraph (1), in particular all notes, memoranda, records,
drawings, minutes, reports, files, samples, books, plans and such like (as well
as copies or other reproductions thereof and all his own records including hard
and software ) ("items/documents"). The employee herewith acknowledges that all
documents are solely the property of the company. The employee retains no right
of retention in respect of the said items/ documents.

X.    Pirating prohibition

The employee herewith undertakes not to pirate off any other applicant from the
company either during employment with the company or after termination thereof
or to induce them to terminate their employment with the company.

XI.   Industrial property rights

1)The employee herewith assigns to the company the unrestricted right to exploit
and utilise in terms of time, premises and content any working insights which
can be protected by copyright or such that can be protected by industrial
property rights that have been produced by the employee during his employment
with the company in the course of his working assignments laid down by contract.
The transfer of the right to utilise and exploit covers the permission to
process said insights and the granting of licences to third parties. The
employee explicitly renounces all rights to the working insights to which he
might be entitled as author, in particular the right to be nominated and the
right to make said insights accessible to the public. The transfer of the right
to utilisation and exploitation and the above specified waiver shall be deemed
fully compensated by the salary specified under the above section III (1).

2)At the request of SLS, the employee shall be supportive to the company in its
acquisition of copyrights and other industrial property rights relating to the
working insights of the employee, even in other countries. To this end, the
employee shall complete and deliver all applications, declarations of assignment
and other declarations required by law and shall sign all documents which are
required or requested by the company, in order to transfer in full the rights to
the working insights to the company and to enable the company, the successors
thereof and assignees to secure the full exclusive utilisation thereof and the
advantages of the working insights and to exploit them. For the period of his
employment with the company, the employee shall receive no further payment for
the fulfilment of this duty to be involved than the reimbursement of costs which
he incurs as a result of the requests of the company. As long as the employee
meets his duties of involvement after termination of employment with the
company, an appropriate daily rate shall be paid to him and all costs reimbursed
that have been incurred as a result of the requirements of the company.

3)The Employed Inventors' Act shall apply in respect to employee inventions.

XII.  Commencement and termination of term of contract

1)The employment contract commences on the 01.07.1997 or earlier as far as this
is possible. The first six (6) months are deemed to be a trial period.

2)For both parties, the period of notice to terminate the contract is twelve
weeks to the end of a calendar half-year. Any legal prolongation of the period
of notice for the company shall likewise apply to the notice of termination
given by the employee.

3)The right to give exceptional notice of termination shall not be affected

4)Prior to the beginning of the employment, regular notice of termination shall
be excluded. Should the employee nevertheless give notice to terminate or fail
to appear in good time to commence employment, he shall incur a contractual
penalty of one month's salary.

5)In the event the employee gives notice to terminate employment, the company
shall be entitled to release the employee from further activity for the company
until termination of said employment.

XIII. Various

1)The employment contract is subject to German law.

2)This contract replaces all previous agreements including any verbal
arrangements that might have been made.

3)Alterations and additions to this contract including this clause as well as
the notice of termination of this contract shall require the written form to be

4)Should any provision of this Contract be or become invalid, this shall not
affect the validity of the remaining provisions. In lieu of the invalid
provision, an appropriate provision shall apply which is in context with the
intended business purpose of the invalid regulation.

XIV.  Place of performance

The place of performance for employment and all duties derived therefore shall
be the registered seat of business of the company in Pullach, Munich.

Pullach, 26.3.1997                       Munich, 10.4.1997

Signed: /s/ Dr. Frank Tofflinger

SLS Schoeller Logistic services GmbH     /s/ Holger Schmidt
(in future:
SFD Schoeller Finanz-Dienstleistungs GmbH)


                              Agreement of change
     to the contract of employment between Schoeller Finanzberatungs- und
Dienstleistung GmbH (formerly SLS GmbH) and Mr. Holger Scmidt of 26/03/1997 and

                   to the agreement of change of 03/08/1998

The aforesaid contract of employment is hereby amended in the following items
with effect from 1/7/1999:

1.   Item III.  Remuneration

As remuneration for his work, the employee shall receive a gross annual salary
of DM 125,000 (In words: One hundred and twenty five thousand Deutschmarks)
payable in 12 equal installments on the last day of each month.

The employee shall receive a variable, annual bonus of a maximum of DM 40,000
gross (In words: Forty thousand Deutschmarks), which is made up each to the half
by targets agreed in advance for the business year and by the achievement of the
planned operating result of the IFCO Europe sub-group. A separate agreement
regulates the details.

All other provisions in the aforesaid contract of employment continue in force

Munich, 23 July 1999

/s/ Juerg Augustin                                 /s/ Holger Schmidt
IFCO International Food Container                  Holger Schmidt
Organisation GmbH