Membership Interest And Share Purchase Agreement - IFCO SYSTEMS NV - 2-2-2000

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Membership Interest And Share Purchase Agreement - IFCO SYSTEMS NV - 2-2-2000 Powered By Docstoc
					EXHIBIT 10.10 EXECUTION COPY MEMBERSHIP INTEREST AND SHARE PURCHASE AGREEMENT by and among POLYMER INTERNATIONAL CORP., (as Seller) IFCO SYSTEMS N.V., (as Purchaser) INTERTAPE POLYMER GROUP INC., IFCO MANUFACTURING INC., SCHOELLER INTERNATIONAL LOGISTICS BETEILIGUNGSGESELLSCHAFT MBH, and SCHOELLER - U.S., INC., Dated as of September 2, 1999 MEMBERSHIP INTEREST AND SHARE PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST AND SHARE PURCHASE AGREEMENT (this "Agreement") is made as of September 2, 1999, by and among Intertape Polymer Group Inc., a corporation organized under the laws of Canada ("IPG"), Polymer International Corp., a corporation organized under the laws of Virginia and an indirect wholly owned subsidiary of IPG ("Polymer"), IFCO Manufacturing Inc., a corporation organized under the laws of Delaware ("IFCO Manufacturing"), IFCO Systems N.V., a limited liability company organized under the laws of the Netherlands ("IFCO Systems"), Schoeller International Logistics Beteiligungsgesellschaft mbH, a limited liability company organized under the laws of the Federal Republic of Germany ("SIL"), and Schoeller - U.S., Inc., a corporation organized under the laws of Delaware and a wholly owned subsidiary of SIL ("Schoeller U.S."). WITNESSETH: WHEREAS, pursuant to an Operating Agreement, dated as of February 16, 1995, by and between Schoeller U.S. and Polymer (the "Operating Agreement"), such parties formed IFCO - U.S., L.L.C., a limited liability company organized under the laws of the State of Delaware ("IFCO U.S." or, the "Company"); and WHEREAS, Polymer is the owner and holder of 20% (the "Polymer Interest") of the Membership Interests and sharing ratios of the Company (the "Membership Interests") and Schoeller U.S. is the owner and holder of the remaining 80% of the Membership Interests and sharing ratios; and WHEREAS, Polymer has purchased from SIL 36.25% of the outstanding shares of Schoeller U.S. (the "Polymer Shares"); and WHEREAS, IFCO Systems, IFCO Europe Beteiligungs GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, MTS Okologistik Verwaltungs GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, SIL, Schoeller Packaging Systems GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, and PalEx, Inc., a corporation organized under the laws of the state of Delaware ("PalEx"), are parties to that certain Agreement and Plan of Reorganization, dated as of March 29, 1999 (the "Merger Agreement"); and WHEREAS, a newly formed Delaware company and wholly owned subsidiary of IFCO Systems will be merged with and into PalEx on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"); and WHEREAS, in connection with the Merger, IFCO Systems desires to purchase from Polymer and Polymer desires to sell to IFCO Systems, the Polymer Interest on the terms and conditions set forth in this Agreement; and WHEREAS, in connection with the Merger, SIL desires to purchase from Polymer, and Polymer desires to sell to SIL, the Polymer Shares on the terms and conditions set forth in this Agreement; and WHEREAS, in connection with the Merger, IFCO Systems, or SPI as an assignee of IFCO Systems, desires to purchase from IFCO Manufacturing, the IFCO Manufacturing Assets on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the promises and the mutual agreements, representations, warranties, provisions and covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I DEFINITIONS Section 1.1 Definitions. Capitalized terms used in this agreement shall have the following meanings: "Additional Indebtedness" means any indebtedness (or any such indebtedness converted to capital or equity after the date of this Agreement, without double counting) incurred by the Company to IPG or its Affiliates after April 30, 1999 and prior to the Closing Date, including indebtedness arising under the Existing Supply Agreement; provided, that the amount of such Additional Indebtedness does not exceed $12,000,000 as of March 31, 2000. "Affiliate" of, or "Affiliated" with, a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person or entity. "Agreement" has the meaning set forth in the first paragraph of this Agreement. "Balance Sheet Date" has the meaning set forth in Section 4.3(a). "Cash Amount" means $2,500,000 unless, by October 31, 1999, SIL notifies IPG in writing that such amount shall not be applicable to this Agreement, in which case the Cash Amount shall be zero. "Charter Documents" means the certificate/articles of incorporation or organization, bylaws, partnership agreement, operating agreement, regulations or similar governing documents for any person or entity.
"Closing" and "Closing Date" have the meanings set forth in Section 3.1. "Company" has the meaning set forth in the second paragraph of this Agreement. "Control" and its derivatives means the possession, directly or indirectly,

of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities or voting interests, by contract or otherwise. "Encumbrances" means liens, charges, pledges, options, mortgages, deeds of trust, security interests, claims, restrictions (whether on voting, sale, transfer, disposition or otherwise), licenses, sublicenses, easements and other encumbrances of every type and description, whether imposed by law, agreement, undertaking or otherwise. "Existing Indebtedness" means the principal and interest owed by the Company to IPG or its Affiliates as of April 30, 1999 in the amount of $17,976,173 (or any such indebtedness converted to capital or equity after the date of this Agreement, without double counting). "Existing Supply Agreement" means the Supply Agreement, dated as of May 10, 1996, as amended, by and among IPG, IFCO U.S. and SIL.

"Financial Statements" has the meaning set forth in Section 4.3. "GAAP" means U.S. generally accepted accounting principles applied on a basis consistent with preceding years and throughout the periods involved. "Governmental Authority" means any federal, state, local or foreign government, political subdivision or governmental or regulatory authority, agency, board, bureau, commission, instrumentality or court or quasigovernmental authority. "IFCO Group" means collectively IFCO Systems, SIL and Schoeller U.S. "IFCO Inventory" means the useable, useful, non-obsolete inventory and supplies of IFCO Manufacturing. "IFCO Manufacturing" has the meaning set forth in the first paragraph of this Agreement. "IFCO Manufacturing Assets" means the IFCO Moulds, the IFCO Inventory, the Existing Supply Agreement, and the indebtedness from IFCO U.S. to IFCO Manufacturing. "IFCO Moulds" means the IFCO moulds as reflected on the books and records of the Company as set forth on Exhibit A and any additions thereto as of the date hereof. "IFCO Systems" has the meaning set forth in the first paragraph of this Agreement. "Indemnified Party" and "Indemnifying Party" have the meanings set forth in Section 8.3. "Intellectual Property" means patents, inventions, trade secrets, know-how, copyrights (whether registered or unregistered), works of authorship, trademarks (whether registered or unregistered), service marks (whether registered or unregistered), mask works, trade names, trade dress, product names, registrations of any of the foregoing, patent applications, trademark and service mark applications, software, firmware, specifications, processes, drawings, designs, technology, formulae and proprietary information and documents incorporating any similar rights, including technical reports, laboratory books and notebooks. "Interim Balance Sheet" has the meaning set forth in Section 4.3(a). "Interim Financial Statements" has the meaning set forth in Section 4.3(a). "IPG" has the meaning set forth in the first paragraph of this Agreement. "IPG Group" means collectively IPG, Polymer and IFCO Manufacturing. "IPO" means the initial public offering of ordinary shares by IFCO Systems or its Affiliates.

"Loss" or "Losses" means all liabilities, losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, fees, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation). "Membership Interests" has the meaning set forth in the third paragraph of this Agreement. "Merger" has the meaning set forth in the sixth paragraph of this Agreement. "Merger Agreement" as the meaning set forth in the fifth paragraph of this Agreement. "Operating Agreement" has the meaning set forth in the second paragraph of this Agreement. "PalEx" has the meaning set forth in fifth paragraph of this Agreement. "Polymer" has the meaning set forth in the first paragraph of this Agreement. "Polymer Interest" has the meaning set forth in the third paragraph of this Agreement. "Polymer Note" has the meaning set forth in Section 2.3. "Polymer Shares" has the meaning set forth in the fourth paragraph of this Agreement. "Production License Agreement" means the Production License Agreement, dated March 19, 1996, by and between SIL and IFCO U.S., as assigned by the Assignment of Production License Agreement, dated May 15, 1996, by and between SIL, IFCO U.S. and IPG. "Schoeller U.S." has the meaning set forth in the first paragraph of this Agreement. "Security Agreement" means the Security Agreement, dated May 18, 1996, between IFCO U.S. and IPG granting to IPG a security interest in the collateral described therein. "SIL" has the meaning set forth in the first paragraph of this Agreement. "SPI" means Schoeller Plast Industries GmbH, a limited liability company organized under the laws of the Federal Republic of Germany. "System License Agreement" means the System License Agreement, dated March 19, 1996, by and between SIL, IFCO U.S. and IPG. "Taxes" means all taxes, charges, fees, levies or other assessments including income, gross receipts, excise, property, sales, withholding, social security, unemployment, occupation, use, service, service use, license, payroll, franchise, transfer and recording taxes, fees and charges, imposed by the United States or any state, local or foreign government or subdivision or agency thereof, whether computed on a separate, consolidated, unitary,

combined or any other basis; and shall include any interest, fines, penalties or additional amounts attributable to or imposed with respect to any such taxes, charges, fees, levies or other assessments. "Third Person" and "Third Person Claim" have the meanings set forth in Section 8.3. "Year-End Financial Statements" has the meaning set forth in Section 4.3(a). Section 1.2 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Agreement include the plural as well as the singular; (b) "including" or "include" does not denote or imply any limitation; (c) "dollars" and "$" mean U.S. dollars; (d) whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter; (e) all accounting terms not otherwise defined herein have the meanings ascribed to them in accordance with GAAP; and (f) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision. ARTICLE II SALE; PURCHASE PRICE Section 2.1 Sale and Transfer of Polymer Interest; IFCO Manufacturing Assets. (a) Subject to the terms and conditions of this Agreement, Polymer shall sell, convey and deliver to IFCO Systems, and IFCO Systems shall purchase and accept from Polymer, all of the right, title and interest of Polymer in and to the Polymer Interest, free and clear of all Encumbrances. (b) Subject to the terms and conditions of this Agreement, and assuming that the Polymer Shares have been previously conveyed to Polymer by SIL free and clear of all Encumbrances, Polymer shall sell, convey and deliver to SIL, and SIL shall purchase and accept from Polymer, all of the right, title and interest of Polymer in and to the Polymer Shares, free and clear of all Encumbrances. (c) Subject to the terms and conditions of this Agreement, IFCO Manufacturing shall sell, convey and deliver to SPI, as assignee of IFCO Systems, and SPI shall purchase and accept from IFCO Manufacturing, all of the right, title and interest of IFCO Manufacturing in and to the IFCO Manufacturing Assets, free and clear of all Encumbrances. Section 2.2 Purchase Price. (a) In consideration for the sale of the Polymer Interest by Polymer to IFCO Systems, the sale of the Polymer Shares by Polymer to SIL, and in full satisfaction of any an all amounts that may be owed by IFCO U.S. or SIL to the IPG Group, IFCO Systems and SIL shall pay to Polymer

at the Closing an aggregate purchase price consisting of an amount equal to: (i) the Existing Indebtedness; (ii) the Additional Indebtedness; and (iii) $10,657,500; less the sum of: (i) the amount of the Polymer Note; (ii) the amount of the Existing Indebtedness and Additional Indebtedness owing from IFCO U.S. to IFCO Manufacturing as of the Closing Date which is included in subparagraph (b)(ii) below; and (ii) the Cash Amount; (b) In consideration for the sale of the IFCO Manufacturing Assets by IFCO Manufacturing to SPI, as assignee of IFCO Systems: (i) SPI shall pay to IFCO Manufacturing at Closing at aggregate purchase price consisting of an amount equal to the sum of (A) the net book value of IFCO Moulds; (B) the net book value of IFCO Inventory (which as of the date hereof, is approximately $400,000; and (C) $2,500,000; and (ii) IFCO Systems shall pay to IFCO Manufacturing the amount of the Existing Indebtedness and Additional Indebtedness owing from IFCO U.S. to IFCO Manufacturing as of the Closing Date as if all such indebtedness was due and payable as of such date. Section 2.3 Member Notes. (a) Upon execution of this Agreement, Polymer shall acquire the Polymer Shares from SIL for $3,153,000 (causing its overall beneficial interest in IFCO U.S. to total 49%). In consideration for such purchase, Polymer issued to SIL a promissory note of Polymer (the "Polymer Note"). Effective October 1, 1999, SIL shall assign the Polymer Note to the Company which shall be deemed a loan to the Company by Schoeller U.S. the interest on which shall be waived until March 31, 2000. If Polymer pays the Polymer Note after March 31, 2000, the Company shall apply such amount to reduce the Existing Indebtedness. (b) Effective as of October 1, 1999, IPG and Polymer shall waive interest on an additional $3,153,000 of the Existing Indebtedness (which will aggregate $6,306,000 of Existing Indebtedness on which interest shall be waived until March 31, 2000). (c) Commencing September 10, 1999, and on the first business day of each month thereafter until the earlier of the Closing Date or March 1, 2000, Schoeller U.S. and Polymer shall each make a loan to the Company in the amount of $75,000 by wire transfer to the Company, each of which shall bear interest at the interest rate applicable to the Existing Indebtedness. (d) Schoeller U.S. agrees that, upon request by Polymer, the interest applicable to the Existing Indebtedness, the Polymer Note and any other loans to the Company by either the IPG Group or the IFCO Group may be waived on a dollar- for-dollar basis applied to such IPG Group and IFCO Group loans through March 31, 2000 in the amounts designated by Polymer. (e) In the event that the amount of indebtedness owed by the Company to the IFCO Group becomes and remains substantially equal to the indebtedness owed by the Company to the IPG Group (other than indebtedness under the Supply Agreement), the indebtedness owed by the Company to the IPG Group (other than indebtedness under the Supply Agreement which shall continue to be secured by the Security Agreement) shall cease to be secured under the Security Agreement or any similar agreement. ARTICLE III CLOSING

Section 3.1 Closing and Closing Date. The consummation of the purchase of the Polymer Interest and the purchase of the IFCO Manufacturing Assets contemplated by this Agreement (the "Closing") shall take place at the offices of King & Spalding, 1185 Avenue of the Americas, New York, New York 10036 on the fifth business day following the closing of the Merger and the IPO, or at such other time as the parties to this Agreement shall agree, which date is herein referred to as the "Closing Date." ARTICLE IV REPRESENTATIONS AND WARRANTIES OF IPG, POLYMER AND IFCO MANUFACTURING IPG, Polymer and IFCO Manufacturing, jointly and severally, represent and warrant to IFCO Systems, SIL and Schoeller U.S. as follows: Section 4.1 Due Organization and Qualification; Ownership of Polymer Interest. (a) IPG is a corporation duly organized, validly existing and in good standing under the laws of Canada. Polymer is a corporation duly organized, validly existing and in good standing under the laws of Virginia. IFCO Manufacturing is a corporation duly organized validly existing and in good standing under the laws of Delaware. (b) Polymer is the record and beneficial owner of the Polymer Interest and the Polymer Shares, has full power and authority to sell and convey the Polymer Interest and the Polymer Shares and, upon delivery of and payment therefor, IFCO Systems and SIL will acquire good and valid title to the Polymer Interest and the Polymer Shares, respectively, in each case free and clear of any Encumbrance. Section 4.2 Authorization; Non-Contravention; Approvals. (a) IPG, Polymer and IFCO Manufacturing each has the requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been approved by all requisite corporate action of IPG, Polymer and IFCO Manufacturing. This Agreement has been duly and validly executed and delivered by IPG, Polymer and IFCO Manufacturing, and, assuming the due authorization, execution and delivery hereof by the IFCO Group, constitutes a valid and binding agreement of IPG, Polymer and IFCO Manufacturing, enforceable against each in accordance with its terms, except as that enforceability may be subject to: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally; and (ii) general principles of equity. (b) The execution and delivery of this Agreement by IPG, Polymer and IFCO Manufacturing does not, and the consummation by IPG, Polymer and IFCO Manufacturing of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon the Polymer Interest or the Polymer Shares, the IFCO Manufacturing Assets or any of the properties or assets of

the Company, IPG, Polymer or IFCO Manufacturing, under any of the terms, conditions or provisions of: (i) the Charter Documents of IPG, Polymer and IFCO Manufacturing; (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to the Company, IPG, Polymer or IFCO Manufacturing or any of their properties or assets, the Polymer Interest or the Polymer Shares; or (iii) any material agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, lease or other instrument, obligation or agreement of any kind to which the Company, IPG, Polymer or IFCO Manufacturing are now a party or by which the Company, IPG, Polymer or IFCO Manufacturing or any of their properties or assets (including the Polymer Interest and the Polymer Shares) may be bound or affected, except by such consents as may be required by the IFCO Group pursuant to the Operating Agreement and its related licensing agreements, which consents shall be deemed given by the execution of this Agreement. (c) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by IPG, Polymer or IFCO Manufacturing or the consummation by them of the transactions contemplated hereby. None of the contracts to which the Company, IPG, Polymer or IFCO Manufacturing is a party requires notice to, or the consent or approval of, any third party for the execution and delivery of this Agreement by IPG, Polymer or IFCO Manufacturing or the consummation by IPG, Polymer or IFCO Manufacturing of the transactions contemplated hereby. Section 4.3 Financial Statements. (a) Attached hereto as Schedule 4.3(a) are complete and correct copies of the following financial statements: (i) the unaudited balance sheets of the Company as of December 31, 1996, 1997, and 1998 and the related unaudited statements of operations for the three year period ended December 31, 1998 (collectively, the "YearEnd Financial Statements"); and (ii) the unaudited balance sheet (the "Interim Balance Sheet") of the Company as of June 30, 1999 (the "Balance Sheet Date") and the related unaudited statement of operations for the six-month period ended June 30, 1999 (collectively, the "Interim Financial Statements" and, together with the Year- End Financial Statements, the "Financial Statements"). (b) Except as set forth on Schedule 4.3(b), the Financial Statements have been prepared from the books and records of the Company on the accrual basis of accounting in conformity with GAAP (except for the absence of notes in the Interim Financial Statements) and present fairly the financial position and results of operations of the Company as of the dates of such statements and for the periods covered thereby. The books of account of the Company have been kept accurately in all material respects in the ordinary course of business and the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company have been properly recorded therein in all material respects, except for items created by the IFCO Group without the knowledge of the IPG Group. Section 4.4 Liabilities and Obligations. The Company did not have at the Balance Sheet Date, nor has it incurred since that date, any material

liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except liabilities, obligations or contingencies that: (i) are accrued or reserved against in the Financial Statements; and (ii) were incurred after the Balance Sheet Date in the ordinary course of business and consistent with past practices or are described on Schedule 4.4, except for items created by the IFCO Group without the knowledge of the IPG Group. Section 4.5 Material Customers. Except to the extent set forth on Schedule 4.5(a), and except as previously disclosed to the IFCO Group, since December 31, 1998 and through the date hereof, to the best knowledge of Andrew Archibald and Melbourne F. Yull, without an affirmative duty to investigate, no customer accounting for 5% or more of the Company's revenue during the 12-month period ended December 31, 1998 or during the seven-month period ended on the Balance Sheet Date has canceled or substantially reduced or is currently attempting or threatening or intending to cancel or substantially reduce its purchases of the Company's products or services. Section 4.6 Intellectual Property. To the best of IPG's and Polymer's knowledge, all of the Intellectual Property of the Company is identified on Schedule 4.6. To the best of IPG's and Polymer's knowledge, the use of such Intellectual Property by the Company does not and has not been alleged by any person or entity to infringe on the rights of any person or entity. To the best of the IPG Group's knowledge, at the time of Closing, the Company will own or have the right to use, all such Intellectual Property of the Company in substantially the same manner and subject to substantially the same limitations as used in the Company's business or exist on the date hereof and immediately prior to Closing, assuming that the IFCO Group takes no action to the contrary, and such Intellectual Property is all the Intellectual Property necessary for IFCO U.S. to conduct its business as it is currently being conducted. Any Intellectual Property developed solely or jointly by the Company shall be transferred to the Company at Closing. Section 4.7 Compensation; Employment Agreements. The Company has no written employment agreements or severance agreements obligating the Company to pay any current or former employee any amount thereunder. The parties agree to work in good faith for the next 30 days to offer some or all of the employees financial incentives for continuing to work for the Company until April 30, 2000, or such other date as the parties may agree. Such amounts shall be paid by the Company. Section 4.8 Litigation and Compliance with Law. There are no suits, actions, or legal, administrative, arbitration or other proceedings pending or, to the knowledge of the Company, IPG or Polymer, threatened against or affecting the Company, the Polymer Interest, the Polymer Shares or the IFCO Manufacturing Assets, at law or in equity, before or by any Governmental Authority having jurisdiction over the Company, Polymer or IFCO Manufacturing, except as set forth on Schedule 4.8. No notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company and, to the knowledge of Polymer, there is no basis therefor except as set forth on Schedule 4.8. The Company has complied, and is in compliance, with all laws, regulations, writs, injunctions, decrees and orders applicable to, and licenses, operating authorizations, franchises, permits and other third party and governmental authorizations of, the Company, or its assets or operations.

Section 4.9 Absence of Changes. Since the Balance Sheet Date, except as set forth in Schedule 4.9, the Company has conducted its operations in the ordinary course and there has not been: (a) any material adverse change in the business, operations, properties, condition (financial or other), assets, liabilities (contingent or otherwise) or the results of operations of the Company; provided, however, that continuation of losses by the Company shall not, in and of itself, be deemed a material adverse change; (b) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or businesses of the Company or the IFCO Manufacturing Assets; (c) except as contemplated hereby, any declaration or payment of any dividend or distribution to members or any direct or indirect redemption, purchase or other acquisition of any Membership Interests; (d) any increase in the compensation payable or to become payable by the Company to any of its or IPG's officers, directors, managers, employees, consultants or agents other than in the ordinary course of business consistent with past practice; (e) except as contemplated hereby, any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company; (f) except as contemplated hereby, any increase in the Company's indebtedness, other than accounts payable and indebtedness incurred in the ordinary course of business, consistent with past practices; (g) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (h) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of business of the Company; (i) any waiver of any material rights or claims of the Company; (j) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party or any of its property is subject; or (k) any material transaction by the Company outside the ordinary course of business. Section 4.10 Year 2000. IPG and Polymer make no representation that the Company is "Year 2000" compliant. Section 4.11 Disclosure. No representation or warranty of IPG, Polymer or IFCO Manufacturing contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which it was made, not misleading. There are no other representations or

warranties made by IPG or Polymer in connection with the sale of the Polymer Interest, the Polymer Shares and the IFCO Manufacturing Assets except as set forth herein. ARTICLE V REPRESENTATIONS AND WARRANTIES OF IFCO SYSTEMS, SIL AND SCHOELLER U.S. IFCO Systems, SIL and Schoeller U.S., jointly and severally, represent and warrant to IPG and Polymer as follows: Section 5.1 Due Organization and Qualification. IFCO Systems is a limited liability company duly organized, validly existing and in good standing under the laws of the Netherlands. SIL is a limited liability company duly organized, validly existing and in good standing under the laws of the Federal Republic of Germany. Schoeller U.S. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Section 5.2 Authorization; Non-Contravention; Approvals. (a) IFCO Systems, SIL and Schoeller U.S. each has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been approved by all requisite corporate action of IFCO Systems, SIL and Schoeller U.S. This Agreement has been duly and validly executed and delivered by IFCO Systems, SIL and Schoeller U.S., and, assuming the due authorization, execution and delivery by the IPG Group, constitutes a valid and binding agreement of IFCO Systems, SIL and Schoeller U.S., enforceable against each in accordance with its terms, except as that enforceability may be subject to: (i) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally; and (ii) general principles of equity. (b) The execution and delivery of this Agreement by IFCO Systems, SIL and Schoeller U.S. does not, and the consummation by IFCO Systems, SIL and Schoeller U.S. of the transactions contemplated hereby will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of IFCO Systems, SIL or Schoeller U.S under any of the terms, conditions or provisions of: (i) the Charter Documents of IFCO Systems, SIL or Schoeller U.S; (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or Governmental Authority applicable to IFCO Systems, SIL or Schoeller U.S or any of their properties or assets; or (iii) any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which IFCO Systems, SIL or Schoeller U.S is now a party or by which IFCO Systems, SIL or Schoeller U.S or any of their properties or assets may be bound or affected, except for the consent of PalEx under the Merger Agreement. (c) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or

authority is necessary for the execution and delivery of this Agreement by IFCO Systems, SIL or Schoeller U.S or the consummation by IFCO Systems, SIL or Schoeller U.S of the transactions contemplated hereby. Section 5.3 Litigation. There are no suits, actions, or legal, administrative, arbitration or other proceedings pending or, to the knowledge of the IFCO Group, threatened against or affecting the IFCO Group at law or in equity, before or by any Governmental Authority having jurisdiction over the IFCO Group. No notice of any claim, action, suit or proceeding whether pending or threatened has been received by the IFCO Group and, to the knowledge of the IFCO Group, there is no basis therefor, which: (a) if determined adversely to the IFCO Group could reasonably be expected to result in any material adverse change in the business, operations, properties, condition (financial or other), assets, liabilities (contingent or otherwise), results of operations or prospects of the IFCO Group; or (b) seek to prevent the consummation of the transactions contemplated hereby. Section 5.4 Title to Polymer Shares. SIL is the record and beneficial owner of the Polymer Shares, has full power and authority to sell and convey the Polymer Shares and, upon delivery of and payment therefor, Polymer will acquire good and valid title thereto, in each case free and clear of any Encumbrance. Section 5.5 Disclosure. No representation or warranty of the IFCO Group contained in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein or therein, in light of the circumstances under which it was made, not misleading. There are no other representations or warranties made by the IFCO Group except as set forth herein. ARTICLE VI CERTAIN COVENANTS Section 6.1 Conduct of Business. From the date of this Agreement until the earlier of March 31, 2000 or the Closing Date, IFCO Manufacturing shall, with respect to the IFCO Manufacturing Assets, and IPG, Polymer, SIL and Schoeller U.S. shall, with respect to the Company, each use their best efforts to cause IFCO Manufacturing and the Company, respectively, to conduct their businesses only in the ordinary course and shall reasonably cooperate with each other in the management of the Company's business. Without limiting the generality of the foregoing, IFCO Manufacturing shall, with respect to the IFCO Manufacturing Assets, and IPG, Polymer, SIL and Schoeller U.S. shall, with respect to the Company, each use their best efforts to ensure that IFCO Manufacturing and the Company, respectively, shall not, except as otherwise expressly provided in this Agreement or with the written consent of the IPG Group and the IFCO Group: (a) other than as permitted herein, make or agree to make any change in or grant any options, warrants, calls, conversion rights or commitments on any Membership Interests; (b) increase the compensation payable or to become payable by the Company to any of its officers, directors, employees, consultants or agents, except for customary increases in the ordinary course of business and consistent with past practices;

(c) adopt or enter into any new or amend any existing employee benefit plan of the Company or any employment agreement or severance agreement in an aggregate amount not to exceed $25,000 to which the Company is a party; (d) cancel or agree to cancel, any indebtedness or other obligation owing to the Company; (e) increase the indebtedness of the Company, other than Additional Indebtedness, accounts payable incurred in the ordinary course of business, consistent with past practices or incurred in connection with the transactions contemplated by this Agreement; (f) allow any Encumbrance to be placed on any property or assets of the Company or the IFCO Manufacturing Assets except for Encumbrances exiting on the date hereof or purchase money security interests for new asset acquisitions; (g) take any action not in compliance with the Budget; (h) enter into, or agree to enter into, any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of the Company or the IFCO Manufacturing Assets, or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (i) purchase or acquire, or enter into any agreement, plan or arrangement to purchase or acquire, any property, rights or assets (including the IFCO Manufacturing Assets) outside of the ordinary course of the Company's business; (j) waive any material rights or claims; or (k) materially breach, materially change the terms of, materially amend or terminate any material contract, agreement, permit or other right to which the Company is a party or any of its property is subject which would be disadvantageous to the Company. Section 6.3 Reasonable Efforts. The IPG Group and the IFCO Group shall use all reasonable efforts to preserve intact the Company's business organization, the Company's goodwill, and the IFCO Manufacturing Assets. Section 6.4 Future Cooperation. (a) Polymer and Schoeller U.S. shall each deliver or cause to be delivered to the other following the Closing such additional instruments as the other may reasonably request for the purpose of fully carrying out this Agreement. (b) The IPG Group shall: (i) cooperate with the IFCO Group in preparation of the Financial Statements and the audit thereof; (ii) provide such other additional information about the Company as may be requested by any applicable Governmental Authority or any securities exchange on which the shares of IFCO Systems will be listed; (iii) consent to the use and filing of the Financial Statements in connection with the IPO; and (iv) provide all other assistance reasonably necessary or as reasonably requested by the IFCO Group to consummate the transactions contemplated herein with respect to the sale of the Polymer Interest, the Polymer Shares and the IFCO Manufacturing Assets.

(c) The IFCO Group and the IPG Group shall reasonably cooperate to maximize the tax benefits and minimize the tax liabilities for each of the parties hereto (or their respective beneficial owners) in connection with the transactions contemplated herein. (d) Polymer and Schoeller U.S. shall jointly use their reasonable best efforts to ensure that the Company becomes "Year 2000" compliant and shall share equally the cost of such efforts even in the event that the costs of such efforts exceed the agreed upon funding levels of Polymer and Schoeller U.S. as set forth in the Budget. Polymer and Schoeller U.S. shall agree in advance and in writing to any contract or expenditure greater than $20,000 which is necessary for the Company to become "Year 2000" compliant. Each member shall contribute to the Company the amount necessary to pay for such costs within 30 days of receipt of an invoice for such costs. Section 6.4 Expenses. The IFCO Group will pay the fees, expenses and disbursements of the IFCO Group and their respective agents, representatives, financial advisors, accountants and counsel incurred in connection with the execution, delivery and performance of this Agreement and any amendments hereto and the consummation of the transactions contemplated hereby. The IPG Group will pay the fees, expenses and disbursements of the IPG Group and its respective agents, representatives, financial advisors, accountants and counsel incurred in connection with the execution, delivery and performance of this Agreement and any amendments hereto and the consummation of the transactions contemplated hereby. The fees and expenses of PricewaterhouseCoopers in connection with the audit of the financial statements shall be paid by the IFCO Group. Section 6.5 Other Documents. At the Closing, IFCO Systems shall receive the following additional certificates, instruments and documents: (i) Proper assignments of the Polymer Interest and the IFCO Manufacturing Assets duly endorsed by Polymer and IFCO Manufacturing, respectively, and otherwise in a form reasonably acceptable to IFCO Systems. (ii) All of the Company's books and records, including minute books, corporate charter, Operating Agreement, Membership Interest records, bank account records, accounting records, computer records and all contracts with third parties. (iii) The written resignations of such members of the Board of Members as were appointed by the IPG Group and of such officers as may be requested by IFCO Systems, such resignations to be effective concurrently with the Closing. (iv) An assignment of the Production License Agreement from IPG to IFCO U.S. Section 6.6 Waiver of Defaults. Until the earlier of March 31, 2000 or the Closing Date, the IPG Group agrees to: (i) continue to produce cases and to provide financing therefor in accordance with the Existing Supply Agreement; (ii) not take any action to enforce its rights with respect to any defaults that exist under any Existing Indebtedness or Additional Indebtedness; and (iii) so long as the IFCO Group is in compliance with its obligations hereunder in all material respects, not take any action to enforce any rights

it may have to foreclose or take other legal action with respect to such indebtedness. Section 6.7 No Further Obligation. The parties agree that, except as otherwise provided herein, effective as of the Closing: (i) the IPG Group shall have no further obligations under the Operating Agreement, the Guaranty, dated February 25, 1995 issued by IPG on behalf of the Company, the Existing Supply Agreement or otherwise to provide funding to the Company; and (ii) the IPG Group shall have no further right to any of the assets of the Company and shall release all collateral under the Security Agreement. At Closing, the Guaranty dated February 25, 1995 issued by SIL on behalf of the Company shall be cancelled and the IPG Group shall have no further rights thereunder. Section 6.8 Termination of Production License Agreement. At Closing, the Production License Agreement, and the assignment thereof shall be terminated. Section 6.9 Pledge of Membership Interests. (a) Schoeller U.S. and Polymer shall not pledge or otherwise encumber their respective Membership Interests, except that Schoeller U.S. may pledge its Membership Interest in connection with obtaining financing in connection with the Closing of the Merger and the IPO. (b) Schoeller U.S. and SIL shall, within 30 days after the date hereof, provide reasonable evidence to IPG and Polymer that as of the date of this Agreement the consent of SIL's lenders and bank creditors would be required to pledge the Membership Interests of the Company held by Schoeller U.S. If such evidence is not provided within such time period, Schoeller U.S. shall promptly pledge to IPG its Membership Interests in the Company by execution of a pledge agreement in a form substantially consistent with the form attached hereto as Exhibit B. Section 6.10 Office Sub-Lease. The rights and obligations of the Company under the existing sub-lease with respect to the Company's office space located at 5401 West Kennedy Boulevard, Tampa, Florida, shall not be affected by the transactions contemplated herein. The cost sharing ratio for the Company under the sub-lease shall be the sharing percentage in effect on the date hereof provided, that such cost sharing percentage shall be no less than 50% and no greater than 80%. As of the date hereof, the monthly rental for the primary lease is as set forth in the first amendment to the primary lease dated January 1997. Notwithstanding the foregoing, Polymer and Schoeller U.S. shall use their reasonable best efforts to attempt to terminate either the sub-lease or the primary lease, or assign the sub-lease or primary lease to a third party on terms reasonably satisfactory to Schoeller U.S. The IPG Group shall have no obligation to renew the sub-lease or primary lease beyond their termination date of January 31, 2002. Section 6.11 Consent of PalEx. The IFCO Group shall use its reasonable best efforts to obtain by September 3, 1999 the consent of PalEx to the transactions contemplated herein. Irrespective of whether the consent of PalEx is obtained, the provisions of Section 10.2(b) shall remain effective. Section 6.12 Mutual Release. In the event that the Merger and IPO are consummated, each party to this Agreement hereby releases each other party to this Agreement from any and all liabilities arising from the transactions between the parties. This release shall not be construed as a release from

claims that the parties may have against each other based upon fraud or breach of fiduciary duty. Section 6.13 Shareholders Agreement. In connection with the purchase of the Polymer Shares, the parties agree to promptly enter into a shareholders agreement with respect to Schoeller U.S. providing for the following: (a) that the shareholders will have pre-emptive rights; (b) that Schoeller U.S. will serve only as a holding company for IFCO U.S., and only conduct such business as is necessary in connection therewith; (c) that the subsidiary interest of Schoeller U.S. in IFCO U.S. will not be subject to transfer, attachment, or pledge, except for such actions in connection with a corporate reorganization of IFCO Systems and with the consent of IPG, which consent shall not be unreasonably withheld; and (d) distributions received by Schoeller U.S. shall be distributed pro-rata to its shareholders if requested by Polymer or SIL. ARTICLE VII CONDITIONS TO CLOSING Section 7.1 Conditions to Obligations of the IFCO Group. Except as may be waived, the obligations of the IFCO Group to consummate the transactions contemplated herein are subject to satisfaction of the following conditions: (a) The IFCO Group shall have received certificates of the IPG Group that the representations and warranties of the IPG Group contained in this Agreement are true in all material respects at and as of the Closing, as though such representations and warranties had been made at and as of the Closing. (b) The IFCO Group shall have received certificates of the IPG Group that: (i) the IPG Group has performed and complied in all material respects with the covenants or conditions required by this Agreement or any of the agreements, documents or instruments executed pursuant hereto or thereto to be performed and complied with by the IPG Group prior to the Closing; and (ii) attaches true and complete copies of evidence of all corporate authority of the IPG Group authorizing the transactions contemplated by this Agreement. (c) The Merger and the IPO shall have been consummated no later than March 31, 2000. (d) No action, suit or proceeding before any Governmental Authority, to enjoin the transactions contemplated by this Agreement or to its consummation, shall have been instituted on or before the Closing Date. Section 7.2 Conditions to Obligations of the IPG Group. Except as may be waived, the obligation of the IPG Group to consummate the transactions contemplated herein is subject to satisfaction of the following conditions: (a) The IPG Group shall have received certificates of the IFCO Group that: (i) the representations and warranties of the IFCO Group contained in this Agreement are true in all material respects at and as of the Closing, as though such representations and warranties had been made at and as of the Closing; (ii) the IFCO Group has performed and complied in all material respects with the covenants or conditions required by this Agreement or any of the agreements, documents or instruments executed pursuant hereto or thereto to be performed and complied with by the IFCO Group prior to the Closing; and

(iii) attaches true and complete copies of evidence of all corporate authority of the IFCO Group authorizing the transactions contemplated by this Agreement. (b) The Merger and the IPO shall have been consummated no later than March 31, 2000. (c) No action, suit or proceeding before any Governmental Authority, to enjoin the transactions contemplated by this Agreement or to its consummation, will have been instituted on or before the Closing Date. ARTICLE VIII INDEMNIFICATION The IPG Group and the IFCO Group each make the following covenants: Section 8.1 Indemnification by the IPG Group. IPG and Polymer, jointly and severally, covenant and agree that each will (without any right of indemnification or contribution from the Company), indemnify, defend, protect and hold harmless the IFCO Group and their officers, directors, employees, stockholders, agents, representatives and Affiliates (including the Company) from and against all Losses incurred by any of such indemnified persons as a result of or arising from: (a) any breach of the representations and warranties of the IPG Group set forth herein or in the Schedules or certificates delivered in connection herewith, provided that notice of such claim is given in accordance with Section 11.4 hereof; and (b) any breach or nonfulfillment of any covenant or agreement on the part of the IPG Group under this Agreement. Section 8.2 Indemnification by the IFCO Group. IFCO Systems, SIL and Schoeller U.S., jointly and severally, covenant and agree that each will (without any right of indemnification or contribution from the Company) indemnify, defend, protect and hold harmless the IPG Group and their officers, directors, employees, stockholders, agents, representatives and Affiliates (including the Company) at all times from and after the date of this Agreement from and against all Losses incurred by such indemnified persons as a result of or arising from: (a) any breach of the representations and warranties set forth herein or in the Schedules or certificates delivered in connection herewith, provided that notice of such claim is given in accordance with Section 11.4 hereof; and (b) any breach or nonfulfillment of any covenant or agreement on the part of the IFCO Group under this Agreement. Section 8.3 Third Person Claims. Promptly after any party hereto (the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement ("Third Person Claim"), the Indemnified Party shall give to the party obligated to provide indemnification pursuant to Section 8.1 or Section 8.2 hereof (the "Indemnifying Party") written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the dollar value thereof. The Indemnifying Party shall have the right to defend and settle the Third Person Claim, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party pursues the same diligently and in good faith and in accordance with this Section 8.3. If the Indemnifying Party undertakes to

defend or settle the Third Person Claim, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party's possession or control. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle a Third Party Claim, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled, at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof, and the Indemnifying Party shall not settle any such Third Person Claim without the consent of the Indemnified Party unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the Indemnified Party. If the Indemnifying Party desires to accept a final and complete settlement of any such Third Person Claim imposing liability on the Indemnified Party and/or failing to include a complete release, the Indemnifying Party must get consent from the Indemnified Party. If, upon receiving notice, the Indemnifying Party does not timely undertake to defend a Third Person Claim to which the Indemnified Party is entitled to indemnification hereunder, or fails diligently to pursue such defense, the Indemnified Party may undertake such defense through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith. Notwithstanding the above, if the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Party notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume or continue the defense of such action or proceeding on behalf of such Indemnified Party). Section 8.4 Non-Third Person Claims. In the event that any Indemnified Party asserts the existence of a claim giving rise to Losses (but excluding claims resulting from the assertion of liability by Third Persons), such party shall give written notice to the Indemnifying Party. Such written notice shall state that it is being given pursuant to this Section 8.4, specify the nature and dollar amount of the claim asserted (to the extent reasonably determinable), and the of the claim deemed a valid claim (such date to be established in accordance with the next sentence). If such Indemnifying Party, within 60 days after receipt by such Indemnified Party, shall not give written notice to such Indemnified Party announcing such Indemnifying Party's intent to contest such assertion of such Indemnified Party, such assertion shall be deemed accepted and the amount of such claim shall be deemed a valid claim. If, however, such Indemnifying Party contests such assertion of a claim by giving such written notice to the Indemnified Party within such 60-day period, then the parties shall act in good faith to reach agreement

regarding such claim. If, after a period of 60 days, the parties cannot resolve any such dispute after good faith negotiations with respect thereto, such dispute shall be submitted to arbitration in accordance with the provisions of Section 11.9. ARTICLE IX NONDISCLOSURE OF CONFIDENTIAL INFORMATION Section 9.1 Nondisclosure. The IPG Group recognizes and acknowledges that it has in the past, currently has, and in the future will have, access to certain confidential information of the Company and/or the IFCO Group, such as lists of customers, operational policies, and pricing and cost policies that are, and following the Closing will be, valuable, special and unique assets of the Company and/or the IFCO Group. The IPG Group agrees that neither it nor its Affiliates will use or disclose such confidential information to any person, firm, corporation, association or other entity for any purpose whatsoever, except as is required in the course of performing its duties to the Company, unless (a) such information becomes known to the public generally through no fault of the IPG Group, or (b) disclosure is required by law or the order of any governmental authority, provided, that prior to disclosing any information pursuant to this clause (b) the IPG Group shall, if possible, give prior written notice thereof to the Company and the IFCO Group and provide the Company and the IFCO Group with the opportunity to contest such disclosure. In the event of a breach or threatened breach by the IPG Group of the provisions of this Section 9.1, the Company and/or the IFCO Group shall be entitled to an injunction restraining the IPG Group from disclosing, in whole or in part, such confidential information. Nothing herein shall be construed as prohibiting the Company and/or the IFCO Group from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages. This provision shall become effective upon the Closing. Section 9.2 Covenant Not to Compete and Non-Solicitation. The IPG Group and the IFCO Group acknowledge that the non-competition provisions of Article XX, Section 16 of the Operating Agreement shall apply to each of the parties and shall survive the Closing. Section 9.3 Equitable Relief. Because of the difficulty of measuring economic losses as a result of the breach of the foregoing covenants, and because of the immediate and irreparable damage that would be caused for which the Company would have no other adequate remedy, the IPG Group and the IFCO Group agree that the foregoing covenants may be enforced against it by injunctions, restraining orders and other equitable actions. The members of the IPG Group and the IFCO Group also agree that if injunctive relief is granted to the Company, no bond shall be required. Notwithstanding that injunctive relief is an appropriate remedy for breach of these covenants, the Company shall also be entitled to recover all damages which arise from the breach, together with interest, costs and attorneys fees (for appeal). ARTICLE X TERMINATION Section 10.1 Termination. This Agreement may be terminated and the transaction contemplated hereby abandoned:

(a) By mutual written consent of the parties at any time prior to the Closing. (b) If the Closing of the Merger and IPO do not occur by March 31, 2000. (c) Prior to the Closing, by written notice from IFCO Systems to the IPG Group and the other parties if: (i) there is a material breach of any representation, warranty or covenant on the part of the IPG Group or if a representation or warranty of the IPG Group shall be untrue in any material respect, in either case such that the conditions specified therein would not be satisfied at Closing and such breach continues for 30 days after notice to the IPG Group and an opportunity to cure such default; or (ii) consummation of any of the transactions contemplated hereby is enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable order or judgment of a Governmental Authority. (d) Prior to the Closing, by written notice from IPG to the IFCO Group and the other parties: (i) there is a material breach of any representation, warranty or covenant on the part of the IFCO Group or if a representation or warranty of the IFCO Group shall be untrue in any material respect, in either case such that the conditions specified therein would not be satisfied at Closing and such breach continues for 30 days after notice to the IFCO Group and an opportunity to cure such default; or (ii) consummation of any of the transactions contemplated hereby is enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable order or judgment of a Governmental Authority. Section 10.2 Effect of Termination. (a) Any termination of this Agreement, however effected, shall not release either the IFCO Group on the one hand or the IPG Group on the other from any liability or other consequences arising from any breach or violation by such party of the terms of this Agreement prior to the effective time of such termination, nor shall any such termination release any party from its obligations or duties under this Agreement, which, by their terms and/or expressed intent, may require performance subsequent to any such termination, and all provisions of this Agreement that set forth such obligations or duties and such other general or procedural provisions that may be relevant to any attempt to enforce such obligations or duties, shall survive any such termination of this Agreement until such obligations or duties shall have been performed or discharged in full. (b) If the closing of the Merger and IPO have not occurred by March 31, 2000, then notwithstanding the termination of this Agreement: (i) Polymer shall retain the Polymer Interest and the Polymer Shares. (ii) The Polymer Note shall be deemed a loan to the Company by Schoeller U.S. or its Affiliates. (iii) No later than April 30, 2000, SIL shall make a shareholder loan to the Company in an amount equal to the quotient of (a) the sum of (A) the Existing Indebtedness and (B) the Additional Indebtedness, less any such indebtedness of the Company owing to SIL or Schoeller U.S. as of March 31, 2000 (less any such Existing Indebtedness and Additional Indebtedness arising pursuant to the Supply Agreement which is not then due and payable or not in

default) divided by two. The Company shall then promptly distribute this amount to Polymer. For the avoidance of doubt, this subparagraph (b)(iii) is intended by the parties to equalize the balance in each member's loan account for amounts other than those amounts pursuant to the Supply Agreement that are not due and payable as of March 31, 2000. (iv) After March 31, 2000, the members hereto agree that they shall approve an annual budget for the Company by September 30 of the year preceding the applicable budget year. If the Members fail to approve a budget by September 30 of the preceding year, the members shall work in good faith and utilize reasonable best efforts to resolve such dispute. One month prior to the end of each fiscal quarter, management of the Company shall provide the members with an estimate of funding requirements for such fiscal quarter. Each member shall then have 15 days to approve or object to such funding requests. If both members approve the budget, SIL and IPG shall make shareholder loans to fund such additional requirements. If one or more of SIL or IPG object to such funding requirements, the parties will have 15 days in which to reconcile their differences. If they fail to do so within such 15-day period. Neither member shall be required to fund amounts in excess of the amounts set forth in the budget. (v) In the absence of bank or other third party financing, SIL and IPG agree to proportionately fund the future cash operating and financial requirements of IFCO U.S. in accordance with the budgets referred to above including, if there is a manufacturing joint venture between SPI and IPG, cash requirements contemplated by the Existing Supply Agreement, otherwise the funding obligations under the Existing Supply Agreement shall remain in effect including the price levels and supplier financing provisions, and in the event that SIL and IPG agree to continue operating the Company on a joint and cooperative basis, the System License Agreement and the Production License Agreement shall be automatically extended to January 17, 2011 on their same terms. (vi) If SIL fails to timely fund its proportionate share of such cash requirements referenced in sub-paragraph (v) above, then Polymer shall have an option to purchase, free and clear of all Encumbrances, the Schoeller U.S. 80% Membership Interest in IFCO U.S. for $11,092,500; together with the redelivery of the Polymer Shares, less the Cash Amount, plus any indebtedness of IFCO U.S. to SIL or its Affiliates, and the Polymer Note shall mature and be paid in full, and, if and only if such option is exercised, the System License Agreement and the Production License Agreement shall be automatically extended to January 17, 2011 on their same terms; provided, however, that the System License Agreement shall be royalty free and the exclusivity provisions of Section 1(a) thereof shall apply only to rigid foldable transport containers for the fruit and vegetable market sector. (vii) If IPG fails to timely fund its proportionate share of such cash requirements, then SIL shall have an option to purchase, free and clear of all Encumbrances, the Polymer Interest and the Polymer Shares for $10,657,500, plus any Existing Indebtedness and Additional Indebtedness of IFCO U.S. owing to IPG or its Affiliates (including debt incurred under the Existing Supply Agreement). (c) Each of the options referred to in Section 10.1(b)(vi) and Section 10.1(b)(vii) may be exercised by written notice to the other party, and the closing of the purchase of such Membership Interests covered by such option

shall be on the date specified therein, which shall be not less than 15 days nor more than 30 days after the date such notice is delivered. Each of the options specified above shall expire on December 31, 2002. ARTICLE XI MISCELLANEOUS Section 11.1 Successors and Assigns. This Agreement and the rights of the parties hereunder may not be assigned (except by operation of law) and shall be binding upon and shall inure to the benefit of the parties hereto and the successors thereof. Notwithstanding the foregoing, the IFCO Group may assign to SPI its right to purchase the IFCO Manufacturing Assets. Section 11.2 Entire Agreement. This Agreement (including the Schedules and Exhibits attached hereto) and the documents delivered pursuant hereto constitute the entire agreement and understanding among the parties hereto and supersede any prior agreement and understanding relating to the subject matter hereof, including that certain IFCO U.S., L.L.C. Term Sheet; provided, however, that any confidentiality agreements, the Operating Agreement, the Existing Supply Agreement or any other agreement between any of the parties hereto shall survive the execution of this Agreement and shall not be affected, except as specifically modified by the terms of this Agreement. This Agreement may be modified or amended only by a written instrument executed by the parties hereto, acting through their respective officers, duly authorized by their respective Boards of Directors or similar governing body. Section 11.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed to be an original, but all of which will constitute one and the same agreement, it being understood that all parties need not sign the same counterpart. Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original document. Section 11.4 Notices. Any notice required to be given pursuant to this Agreement shall be in writing, which shall include, without limitation, telex, telecopy or other electronic transmission reduced to written form. Notice given by telex, telecopy or other electronic transmission shall be deemed to have been given and received when sent. Notice by mail shall be deemed to have been given and received four (4) calendar days after the day first deposited in the United States mail, certified mail, first class postage prepaid, return receipt requested, and as addressed as shown below. Notice by overnight service shall be deemed to have been given and received the day after they are sent. All notices shall be to the following addresses, unless changed in writing by the respective addressee: (a) If to Schoeller U.S., SIL or IFCO Systems, addressed to: IFCO Zugspitzstrasse 15 82049 Pullach Germany Attention: Martin Schoeller and Christoph Schoeller Telecopy: 011-49-897-449-1298

With a copy (which shall not constitute notice) to: King & Spalding 1185 Avenue of the Americas New York, New York 10036-4003 Attention: Stephen M. Wiseman, Esq. Telephone: 212-556-2265 Telecopy: 212-556-2222 (b) If to IPG, Polymer or IFCO Manufacturing, addressed to: Intertape Polymer Group, Inc. 5401 W. Kennedy Blvd., Suite 760 Tampa, Florida 33609 Attention: Andrew Archibald Telephone: 514-731-7591 Telecopy: 514-731-5039 With a copy (which shall not constitute notice) to: Shutts & Bowen LLP 20 North Orange Avenue, Suite 1000 Orlando, Florida 32801-4626 Attention: J. Gregory Humphries, Esq. Telephone: 407-423-3200 Telecopy: 407-425-8316 or such other address as any party hereto shall specify pursuant to this Section 11.4 from time to time. Section 11.5 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Delaware (except for its principles governing conflicts of laws). Section 11.6 Survival of Representations and Warranties. The representations and warranties set forth herein shall survive the Closing for three years. Covenants and other agreements herein shall, unless otherwise provided, survive the Closing for the applicable statutory limitation periods. Section 11.7 Exercise of Rights and Remedies. Except as otherwise provided herein, no delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver. Section 11.8 Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect

the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible. Section 11.9 Dispute Resolution. (a) Except with respect to injunctive relief as provided in (which relief may be sought from any court or administrative agency with jurisdiction with respect thereto), any unresolved dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. The arbitration shall be conducted by a retired judge employed by the office of J.A.M.S./Endispute, Inc. ("JAMS"). The arbitration shall be held in Tampa, Florida. (b) The parties shall obtain from JAMS a list of the retired judges available to conduct the arbitration. The parties shall use their reasonable efforts to agree upon a judge to conduct the arbitration. If the parties cannot agree upon a judge to conduct the arbitration within 10 days after receipt of the list of available judges, the parties shall ask JAMS to provide the parties a list of three available judges (the "Judge List"). Within five days after receipt of the Judge List, each party shall strike one of the names of the available judges from the Judge List and return a copy of such list to JAMS and the other party. If two different judges are stricken from the Judge List, the remaining judge shall conduct the arbitration. If only one judge is stricken from the Judge List, JAMS shall select a judge from the remaining two judges on the Judge List to conduct the arbitration. (c) The arbitrator shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. The arbitrator shall have the authority to order payment of damages, reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrator determines that a material breach of this Agreement has occurred. A decision by the arbitrator shall be final and binding. Judgment may be entered on the arbitrator's award in any court having jurisdiction. (d) In the event that arbitration shall arise with respect to any claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such arbitration including reasonable attorneys' fees, if the parties hereto, acting in good faith, cannot reach agreement with respect to such claim within 60 days after the notice provided by the Indemnifying Party. [The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. INTERTAPE POLYMER GROUP INC.
By: /s/ Andrew M. Archibald ---------------------------Name: Title:

POLYMER INTERNATIONAL CORP.
By: /s/ Andrew M. Archibald ---------------------------Name: Title:

IFCO MANUFACTURING CORP.
By: /s/ Andrew M. Archibald ---------------------------Name: Title:

IFCO SYSTEMS N.V.
By: /s/ Christoph Schoeller ---------------------------Name: Title:

SCHOELLER INTERNATIONAL LOGISTICS BETEILIGUNGSGESELLSCHAFT MBH
By: /s/ Christoph Schoeller ---------------------------Name: Title:

SCHOELLER - U.S., INC.
By: /s/ Christoph Schoeller ---------------------------Name: Title:

EXHIBIT 10.11 English Translation Management Agreement The following Management Agreement is hereby concluded between Schoeller Packaging Systems GmbH Zugspitzstrasse 15 82 049 Pullach - hereinafter "Contractor" and IFCO INTERNATIONAL FOOD CONTAINER ORGANISATION GMBH Zugspitzstrasse 15 82049 Pullach (acting here for IFCO subsidiaries, see appendix): - hereinafter "Principal" The contractor has particular knowledge and experience in the sector of commercial, financial and administrative management services; for this it has the appropriate personnel, the corresponding connections and possibilities for the provision of the desired management services at it disposal. It is prepared to offer the Principal its knowledge, its experience and the corresponding management services. The Principal is interested in taking advantage of the management services offered by the Contractor. 1. The Contractor shall provide the following management services: a) economic management services - co-ordination and support of planning and control - investor relations inasmuch as the Principal is affected - strategic alliances inasmuch as the Principal is affected - consultation and support in financing - public relations and marketing support 2. The Principal shall have claim to use and call up these services or to the award of order. The Contractor shall as a rule provide these management services continuously without being mandated specially with the individual management services. 3. The Principal shall pay a reasonable remuneration for the management services.

4. In the course of the year, an advance payment shall be made on the basis of the budgetary costs. The Contractor shall, after the end of the business year, send a final invoice to the Principal . The invoice shall show the costs assigned according to a described distribution key proportional to turnover which, however, should not exceed DM 1 million net. 5. This Agreement shall be concluded for the period from 1/01/1997 to 31/12/2000. The contractual partners shall decide at the latest by 30th November of a calendar year, for the first time on 30th November 2000, as to whether the Agreement should be extended for a further year. Exceptional termination shall be possible at any time if good cause, e.g. alteration in the majority relationships etc. exists. 6. For the year of 1997 a budget of DM 2.07 million is envisaged for the management function of the Contractor (structure according to appendix). The cost share for 1997 shall be calculated hereby from the planned annual turnover of the Principal for 1997 and the share resulting from that in the planned total turnover in the SPS group. Total turnover in this sense is the additive turnover without consolidation adaptations. 7. Each notification or declaration in accordance with this Agreement and each supplement to this Agreement shall require written form. 8. In case one of the regulations of this Agreement should be invalid, the other regulations shall remain valid nevertheless. Both parties undertake to replace the invalid regulation with a valid regulation which most closely approaches the intended purpose. 9. This Agreement is subject to the law of the Federal Republic of Germany. The place of fulfilment and place of jurisdiction shall be Munich. Munich, on this 2nd day of January 1997.
/s/ Martin Schoeller SCHOELLER PACKAGING SYSTEMS GMBH /s/ Christoph Schoeller

/s/ Juergen Benz /s/ Gunter Gerland IFCO INTERNATIONAL FOOD CONTAINER ORGANISATION GMBH

Appendix I to the Management Agreement between Schoeller Packaging Systems and IFCO International Food Container Organisation GmbH List of the subsidiaries of IFCO GmbH included in the Management Agreement IFCO International Food Container Organisation GmbH Behalterleasing KG, Munich SLS Schoeller Logistic Services GmbH, Pullach IFCO AG., Romont/Switzerland IFCO International Food Container Organisation Ges. mbH Vienna/Austria IFCO International Food Container Organisation Italia s.r.1, Calenza, Italy IFCO France International Food Container Organisation S.A.S Rungis IFCO International Food Container Organisation UK Limited, High Wycombe, Bucks,
United Kingdom SPS Planning 1997 Apportionment *) 75% Production earnings +/- LBV =payment 1 Reduction in earnings Other earnings = payment Deployment of goods = net revenue Personnel Rentals Travelling costs Legal and consultation costs Advertising costs Other costs Leasing Depreciation Telephone / fax Insurances 0 0 0 0 0 0 0 0 -664 -33 -92 -1,600 -12 -236 -60 -11 -30 -19 -498 -25 -69 -11200 -9 -177 -45 -8 -23 -14

Interest expenses Total costs Company result

-4,511 -7,268 -7,268 -2,068

+) assumption = 75% of all costs incurred at SPS (without interest) concern group - subsidiaries (SPI, IFCO, MTS)

Alteration Agreement on the Management Agreement of 02/01/1997 between Schoeller Packaging Systems GmbH - hereinafter also "SPS" and the IFCO International Food Container Organisation GmbH - hereinafter also "IFCO" The Management Agreement of 02/01/1997 is altered as follows: No. 4, sentence 3: The invoice shows the costs to be allocated according to a described distribution key proportional to turnover which, however, may not exceed DM 1.5 million. No. 4, sentence 1: For the year 1999, a budget amounting to DM 3.0 million is envisaged for the management function of the Contractor. Pullach, 14/12/1998
/s/ Martin Schoeller /s/ Christoph Schoeller

IFCO International Food Container Organisation GmbH, Pullach

/s/ Juergen Benz

/s/ Gunter Gerlaud

Schoeller Packaging Systems GmbH, Pullach

EXHIBIT 10.12 English Translation Management Agreement The following Management Agreement is hereby concluded between Schoeller Packaging Systems GmbH Zugspitzstrasse 15 82 049 Pullach - hereinafter "Contractor" and MTS Okologistik Verwaltungs GmbH Zugspitzstrasse 15 82049 Pullach - hereinafter "Principal" The contractor has particular knowledge and experience in the sector of commercial, financial and administrative management services; for this it has the appropriate personnel, the corresponding connections and possibilities for the provision of the desired management services at it disposal. It is prepared to offer the Principal its knowledge, its experience and the corresponding management services. The Principal is interested in taking advantage of the management services offered by the Contractor. 1. The Contractor shall provide the following management services: a) economic management services - co-ordination and support of planning and control - investor relations inasmuch as the Principal is affected - strategic alliances inasmuch as the Principal is affected - consultation and support in financing - public relations and marketing support 2. The Principal shall have claim to use and call up these services or to the award of order. The Contractor shall as a rule provide these management services continuously without being mandated specially with the individual management services. 3. The Principal shall pay a reasonable remuneration for the management services. 4. In the course of the year, an advance payment shall be made on the basis

of the budgetary costs. The Contractor shall, after the end of the business year, send a final invoice to the Principal . The invoice shall show the costs assigned according to a described distribution key proportional to turnover which, however, should not exceed DM 1 million net. 5. This Agreement shall be concluded for the period from 1/01/1997 to 31/12/2000. The contractual partners shall decide at the latest by 30th November of a calendar year, for the first time on 30th November 2000, as to whether the Agreement should be extended for a further year. Exceptional termination shall be possible at any time if good cause, e.g. alteration in the majority relationships etc. exists. 6. For the year of 1997 a budget of DM 2.07 million is envisaged for the management function of the Contractor (structure according to appendix). The cost share for 1997 shall be calculated hereby from the planned annual turnover of the Principal for 1997 and the share resulting from that in the planned total turnover in the SPS group. Total turnover in this sense is the additive turnover without consolidation adaptations. 7. Each notification or declaration in accordance with this Agreement and each supplement to this Agreement shall require written form. 8. In case one of the regulations of this Agreement should be invalid, the other regulations shall remain valid nevertheless. Both parties undertake to replace the invalid regulation with a valid regulation which most closely approaches the intended purpose. 9. This Agreement is subject to the law of the Federal Republic of Germany. The place of fulfilment and place of jurisdiction shall be Munich. Munich, on this 2nd day of January 1997.
/s/ Martin Schoeller /s/ Christoph Schoeller SCHOELLER PACKAGING SYSTEMS GMBH

/s/ Ulrich Schafhausen /s/ Gunter Gerland MTS Okologistik Verwaltungs GmbH

Alteration Agreement on the Management Agreement of 02/01/1997 between Schoeller Packaging Systems GmbH - hereinafter also "SPS" and MTS Okologistik Verwaltungs GmbH - hereinafter also "MTS" The Management Agreement of 02/01/1997 is altered as follows: No. 4, sentence 3: The invoice shows the costs to be allocated according to a described distribution key proportional to turnover which, however, may not exceed DM 1.5 million. No. 4, sentence 1: For the year 1999, a budget amounting to DM 3.0 million is envisaged for the management function of the Contractor. Pullach, 14/12/1998
/s/ Martin Schoeller /s/ Christoph Schoeller

IFCO International Food Container Organisation GmbH, Pullach

/s/ Gunter Gerland MTS Okologistik Verwaltungs GmbH

/s/ Hans Meier

04/02/99

Appendix I to the Management Agreement between Schoeller Packaging Systems and IFCO International Food Container Organisation GmbH List of the subsidiaries of IFCO GmbH included in the Management Agreement IFCO International Food Container Organisation GmbH Behalterleasing KG, Munich SLS Schoeller Logistic Services GmbH, Pullach IFCO AG., Romont/Switzerland IFCO International Food Container Organisation Ges. mbH Vienna/Austria IFCO International Food Container Organisation Italia s.r.1, Calenza, Italy IFCO France International Food Container Organisation S.A.S Rungis IFCO International Food Container Organisation UK Limited, High Wycombe, Bucks,
United Kingdom SPS Planning 1997 Apportionment *) 75% Production earnings +/- LBV =payment 1 Reduction in earnings Other earnings = payment Deployment of goods = net revenue Personnel Rentals Travelling costs Legal and consultation costs Advertising costs Other costs Leasing Depreciation Telephone / fax Insurances Interest expenses 0 0 0 0 0 0 0 0 -664 -33 -92 -1,600 -12 -236 -60 -11 -30 -19 -4,511 -498 -25 -69 -11200 -9 -177 -45 -8 -23 -14

Total costs Company result

-7,268 -7,268

-2,068

+) assumption = 75% of all costs incurred at SPS (without interest) concern group - subsidiaries (SPI, IFCO, MTS)

Exhibit 10.21 English Translation CONTRACT OF EMPLOYMENT Between SLS Schoeller Logistic Services GmbH (in future: SFD Schoeller Finanz-Dienstleistungs GmbH) Zugspitzstr. 15 82049 Pullach referred to hereinafter as "SLS" or "company" and 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 activity. 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 law. 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 SLS. 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 halfyear. 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 hereby. 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 operative. 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 (1) 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. (2) 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 unaltered. Munich, 23 July 1999
/s/ Juerg Augustin IFCO International Food Container Organisation GmbH /s/ Holger Schmidt Holger Schmidt

Exhibit 10.22 English Translation CONTRACT OF EMPLOYMENT Between SLS Schoeller Logistic Services GmbH (in future: SFD Schoeller Finanz-Dienstleistungs GmbH) Zugspitzstr. 15 82049 Pullach referred to hereinafter as "SLS" or "company" and Mr. Dirk Grosgen (formerly Dirk Schulze) Raucheneggerstr. 2 81245 Munich 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 activity. 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 law. 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 SLS. 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 halfyear. 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 hereby. 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 operative. 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 /s/ Schoener /s/ Dirk Schulze

SLS Schoeller Logistic services GmbH (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. Dirk Grosgen 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 (1) 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. (2) 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 unaltered. Munich, 23 July 1999
(Signature) /s/ Joerg Augustin IFCO International Food Container Organisation GmbH /s/ Dirk Grosgen Dirk Grosgen

Exhibit 10.23 English Translation CONTRACT OF EMPLOYMENT The following is agreed between IFCO Scandinavia A/S Norgesvej 51 U DK-6100 Haderslev - referred to below as "IFCO" or the "company" and Mr Gustav Sandahl Marie Margrethevej 6 DK-6100 Haderslev - referred to below as "GS" I. Position GS is appointed as the General Manager for IFCO Scandinavia A/S. GS shall undertake the tasks incumbent on a General Manager and is responsible for expanding the Scandinavian market. He is furthermore responsible for expanding meat and fish operations in Europe and may also be deployed in supervisory committees in the works within the group. Separate agreements are required for this. The General Manager reports to the Supervisory Board and shall provide appropriate information on all the business processes which affect his range of duties. II. Working hours Daily working hours are governed by the operational requirements. III. Remuneration As remuneration for his work, GS shall receive a gross monthly salary of DKK 50,000. The salary shall be paid on the last day of the month. The employee shall receive an incentive 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 IFCO and that no claims may be derived for subsequent years, even after repeated payment of such. 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. Expenses

GS shall be re-imbursed for documented travel expenses incurred on approved journeys made on the company's behalf. GS shall use his private car for company business travel. This use shall be re- imbursed by invoicing IFCO each month in accordance with the respective tax-free KM flat-rates applicable. V. Illness In case of illness without culpability which prevents him from exercising his duties, GS is entitled to continued payment of his salary for a maximum of 6 months. GS 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, GS 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, GS is obliged to inform the company of this without delay and to submit a new medical certificate within three days. If the inability to work is caused by a third party, GS 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. VI. Holidays GS 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. Reasonable account shall be taken of operational requirements when planning and starting holidays. VII. Auxiliary activities GS is obliged to provide IFCO with his full working capacity, although this contract respects the contract already in force with ECO Packaging Norway A/S. other auxiliary work requires prior approval in writing from the group headquarters in Munich. VIII. Secrecy and return of documents GS 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 parties.

GS 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. On leaving the company without prompting, and on request during the existence of the contract of employment, GS 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 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). GS recognises that all documents are the sole possession of the company. GS has no right of retention to the objects/documents. IX. Commencement and termination of contract The contract of employment commences on 1/l/1998 and runs for 24 months. Notice of termination is 6 months to end of contract, otherwise the contract is extended automatically. The right to serve extraordinary notice remains unaffected. If proper notice is served, the company is entitled to release GS from further duties until the contract of employment ends. X. Miscellaneous The contract of employment is subject to Danish law. This contract replaces all previous agreements, including any verbal understandings. Changes and supplements to this contract, including this clause, and notice of termination must be in writing to be legally effective. 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.
Haderslev, 17/12/97 /s/ Juergen Benz IFCO Scandinavia A/S Haderslev, 17/12/97 /s/ Gustav Sandahl Gustav Sandahl

EXHIBIT 10.24 English Translation CONTRACT OF EMPLOYMENT The following is agreed between IFCO International Food Container Organisation GmbH Zugspitzstr. 15 82049 Pullach - referred to below as "IFCO" or the "company" - and 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 duties. (4) The employee's place of work is Munich. II. Working hours (1) Daily working hours are governed by the operational requirements. (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 parties. (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 objects/documents. 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 demands. (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. Pullach, 4/11/98
/s/ Juergen Benz /s/ Andreas Suck IFCO International Food Container Organisation GmbH /s/ Gustav Sandahl Gustav Sandahl

Exhibit 10.25 English Translation MANAGING DIRECTOR EMPLOYMENT AGREEMENT between IFCO International Food Container Organisation GmbH ZugspitzstraBe 15 82049 Pullach represented by its Shareholder IFCO Europe Beteiligungs-GmbH ZugspitzstraBe 15 82049 Pullach, the latter represented by Martin Schoeller and Christoph Schoeller hereinafter "Company" and Mr. Joerg Augustin Eigerstrasse 78 81825 Muenchen - hereinafter "Managing Director" I. Position (1) Mr. Joerg Augustin is appointed as Managing Director of the Company. He shall represent the Company according to the stipulation of the law, the regulations of the Company Agreement and the instructions of the Shareholders' Meeting. (2) His area of duties shall comprise the management of the transactions of the Company, in particular in the commercial sector according to the stipulation of the law, the regulations of the Company Agreement and the instructions of the Shareholders' Meeting and can, alongside this from time to time at the request of the Shareholders' Meeting extend to the support of its inter-company objectives to the fulfilment of other duties and the taking over of further areas of responsibility within the framework of the Schoeller group. In particular, the Managing Director shall look after the activities of IFCO Europe Beteiligungs GmbH, Schoeller International Logistics Beteiligungsgesellschaft mbH and MTS Okologistik GmbH. (3) Rules of Procedure to be decreed by the Shareholders' Meeting and at any time alterable can regulate the scope of the authority of the Management internally, and the allocation of duties and areas of responsibility and the distribution of duties and competence of several managing directors of the Company between each other which, in its currently valid version, shall be part of the Agreement.

(4) The Managing Director shall report - with the reservation of any other provision - to a managing director of the shareholder (representative of the Shareholders' Meeting). The Managing Director shall be informed about reconstruction within the framework of the planned IPO and about associated additional international duties. (5) The working hours shall be directed according to the business requirements and shall amount to 40 hours per week. The Managing Director declares his preparedness to carry out any additional work and overtime which becomes operationally necessary including Saturdays, Sundays and public holidays and travelling time arising through travelling activities. (6) The place of work shall be the head office of the Company in Pullach, Zugspitze 15. In case of business requirement, the Managing Director shall also be prepared to move to another German town/city whereby the Company shall take over the removal costs on presentation of verification. (7) All actions and transactions outside the current business operations and the transactions contained in appendix I shall require the prior written approval of the Shareholders' Meeting. Further restrictions within the internal relationship and revocation of the appointment or the restriction of any sole authority of representation in the sense of overall representation can be resolved at any time by the Shareholders' Meeting. In any case, the Managing Director shall always require, in representing the Company externally, and also for the case that he has the authority of sole representation, a second signature, i.e. the signature of another managing director or a "Prokurist"(Executive employee with special power of attorney) II. Remuneration (1) The Managing Director shall receive an annual gross salary of DM 250 000 (in words: two hundred and fifty thousand German marks) (basic salary) payable in twelve equal monthly instalments each at the end of a month. If a contractual year be shorter than the calendar year, the remuneration shall be paid proportionally. Additional work or overtime (incl. any allowances) shall be compensated through the remuneration. (2) In addition to the basic salary according to the above paragraph (1), the Managing Director shall receive a variable remuneration dependent on success amounting to DM 60 000 (in words: sixty thousand) according to the stipulation of the bonus plan to be determined annually by the Shareholders' Meeting. The bonus decisive for the year 1999 shall be consolidated on achieving the budget of IFCO Europe Beteiligungs GmbH, paid out by EBITDA after break-even amounting to DM 61.8 million DM (cf. appendix 2) and guaranteed proportionally for 1999 to 50%. The bonus plan decisive for the subsequent years shall be determined jointly with the Managing Director and shall become a significant part of this Agreement. For the claim to target remuneration, only the achievement of the objectives is of significance, not, however, whether the decisions of the Managing Director were veritably the cause for the achievement of targets. On the other hand, there shall be no claim on the part of the Managing Director if he has not achieved the objectives set, wholly or partly, due to the decisions of the Shareholders'

Meeting, e.g. on alteration to or removal of products or distribution channels. (3) The Company shall take over a contribution to the voluntary health insurance of the Managing Director amounting to the statutory employer share, a maximum, however, of the employer share taking the national insurance system as the basis. (4) Remuneration according to paragraph (1) shall be reviewed every two years. (5) The Company shall, at the request of the Managing Director, conclude for him a direct insurance with an insurance company selected by the Managing Director and pay the insurance premiums up to a maximum of DM 4000 per annum taking into consideration the legal tax regulations. The lump-sum income tax to be paid shall be the expense of the Managing Director. (6) The Company intends, on the Company or the parent company of the IFCO group (IFCO Systems N.V.) being quoted on the stock exchange, to develop a stock options programme into which the Managing Director shall be included. III. Illness/Insurance (1) The Managing Director shall inform the representative of the Shareholders' Meeting without delay about any illness and, in case of illness lasting for more than 3 days, present a doctor's certificate from which the incapacity to work and the probable duration of the illness can be seen. The Managing Director shall thereby draw the attention of any co-managing directors and the representative of the Shareholders' Meeting to matters which have to be attended to urgently. (2) In the case of blameless illness or incapacity to work preventing the carrying out of his duties, the Managing Director shall have claim to continued payment of the basic salary for the duration of six (6) months- Claims for damages against third parties shall be assigned by the Managing Director to the amount of the continued payment of salary paid by the Company. (3) The company shall conclude an accident insurance for the Managing Director which shall insure him against business or private accident amounting to DM 250 000 for the case of death and DM 500 000 in case of invalidity. IV Travelling Costs/Company Car (1) The Company shall refund the Managing Director all verified travelling costs in accordance with the currently valid establishment or travelling cost guidelines of the Company and the currently valid legal German tax guidelines. (2) As far as in any establishment or travelling costs guidelines of the Company nothing else is determined, the Managing Director shall be entitled to use the 1st class for rail travel and the business class for air travel.

(3) Should the expenses paid exceed the lump-sum amount permitted by the tax regulations, the Managing Director shall verify the amounts in detail by means of correct dockets and invoices. (4) In accordance with the stipulation of the currently valid company car guidelines, the Company shall provide the Managing Director with a car (e.g. one-year old BMW 535 car) for private and business use and shall bear all cost arising for this. The Managing Director shall bear the income tax incurred by the private share of the use. V. Holidays (1) The Managing Director shall have claim to annual holiday of 30 working days which, in case of employment for less than a full year, shall be granted proportionally. Working days are all calendar days with the exception of Saturdays, Sundays and statutory holidays at the head office of the Company. (2) The Managing Director shall orientate the point of time and duration of holidays to company interests and coordinate it reasonably in advance with the representative of the Shareholders' Meeting and any co-managing directors. VI. Ancillary Employment/Prohibition of Competition (1) The Managing Director shall devote his complete working capacity to the Company and foster its interests. Any other remunerative employment or participation in other companies of any type shall require the approval of the Shareholders' Meeting. This is not the case for the customary purchase of shares or other business shares for the purposes of investment. The membership in representative supervisory bodies of other companies also requires the prior approval of the Shareholders' Meeting. (2) In addition, the parties agree the following subsequent prohibition of competition which shall only become effective if no termination of the employment relationship is pronounced during the trial period: (a) The Managing Director undertakes, during his employment and for the duration of 24 months after termination of the employment relationship, not to carry out competitive activities in any form either of a self-employed nature or as entrepreneur, nor nonindependently or as employee either directly or indirectly through participation. Competitive activity in the sense of this provision is all activity which has to do with competitive products and/or which refer to a target market of the Company or associated enterprise. Associated enterprises in the sense of sub-paragraph (a) are companies for which the Managing Director has had management responsibility in the last two years before termination of his employment. Competitive products are products, developments or services which are similar to the products, developments or services or are in competition with the products, developments or services which the Company or associated enterprises have manufactured, developed, licensed, distributed or actively planned (and at least passed a

corresponding resolution) in the last two years before termination of the employment of the Managing Director. Competitive products are in particular all products, developments or services which concern dual-use packaging systems. The target market of the Company or associate enterprises is any market sector, any market segment or customer and/or supplier group with which the Company or associated enterprises have had a business relationship in the last two years before termination of the employment or built up or actively planned a business relationship. Competitive activity is in particular any activity for the enterprises Chep, Steco, BPS, Delbrouck, Compac, Linpak, Craemer, Hays and all enterprises active in the MTV amalgamation and their associated companies as far as the Managing Director does not inform Company in writing about the taking up of such an activity and verify that he, in this company, works in a separate department and has exclusively to do with other products, developments or services than the competitive products. (b) The prohibition of competition shall extend spatially to all countries in which the Company or associated enterprises have been active or have definitely planned an activity in the last two years before termination of the employment of the Managing Director. On signing this agreement these were in particular the following countries: Scandinavia, United Kingdom, Germany, Switzerland, Austria, France, Italy, Spain. (c) For the duration of the prohibition of competition subsequent to the contract, the Company undertakes to pay the Managing Director compensation amounting to half of the last payments made in accordance with this agreement for each year of the prohibition. The payment of compensation is due proportional to time at the end of each month. The regulation of section 74 c HGB (German Commercial Code) concerning the credit of other income and obligation to information is valid correspondingly. (d) The Company can, before expiry of the employment relationship, waive adherence to the prohibition of competition subsequent to the contract by means of written declaration towards the Managing Director. In this case the obligation to payment of compensation ends after 12 months after declaration of the waiver. (e) In the case of exceptional termination of the employment relationship for good cause the contractual party justified to termination shall have the right to cancel the prohibition of competition by means of written declaration towards the other party within one month after pronouncement of the exceptional termination. (f) The Managing director shall pay a contract penalty for every case of contravention of the prohibition of competition amounting to the amount which corresponds to the monthly remuneration in accordance with this agreement received on the average in the last 12 months before resignation. At the same time, the payment of compensation shall lapse for the month in which contravention took place. In case of permanent violation, the contract penalty shall be effective again for each month commenced. At the same time, the payment of compensation shall lapse for each month commenced. Further-reaching existing claims of the Company on the basis of contravention of the prohibition of competition shall not be affected by the above regulation.

VII Secrecy, Inventions, Copyright and other Protective Rights, Return of Documents (1) The Managing Director is obliged, in particular also in the period following termination of this service agreement, to keep secret all confidential information about the business of the contractual relationships, conclusions, transactions or special matters concerning the Company or associated enterprises and not to use this information for his own or the use of others. (2) Publication and lectures which affect the field of business of the Company or of other associated enterprises require the prior approval of the Shareholders' Meeting. (3) Any invention or other proposal for technical improvement by the Managing Director and all claims resulting from such are due to the Company with the exception of inventions which are obviously in no connection with the field of activities of the Company. The Managing Director hereby allows the Company to obtain a patent and patent protection for the Company for any invention made by him. Separate remuneration of the Managing Director shall not take place for this; the permission is rather covered in its full scope by the basic salary as regulated under the no. 11 (1) above. The Managing Director is obliged to notify the Company, represented by the Shareholders' Meeting, of all inventions or proposals for technical improvement in the field of business of the Company without delay. In addition, the process regulations of the ArbNErfG in favour of the Company shall be valid. (4) The Managing Director shall transfer the exclusive, temporal, spatial and textual unrestricted rights of use and utilisation for all results of work which are protectable or copyrightable or subject to other rights according to brand, design and/or pattern or any other protective rights which the Managing Director creates during his working hours or, as far as they have reference to his service contractual tasks, also outside his working hours. The transfer of the right of use and utilisation comprises the permission for handling and award of licence to third parties and is covered fully by the basic salary regulated under the above no. II (1). The Managing Director shall waive expressly all other rights to the results of work due to him as originator or other protective rights holders, in particular the right to nomination of name and provision of accessibility to the work. (5) The Managing Director shall, at the demand of the Company, support it in obtaining patents, protective rights and other legal possibilities for protection for the results of the work of the Managing Director in Germany and in other countries. For this purpose the Managing Director shall complete and submit all applications, assignment declarations and other legal business declarations, and sign all documents which are required or desired by the Company to transfer patents or protective rights to the results of the work in Germany and in other countries and to enable the Company and its successors and assignees to utilise and secure the full and exclusive use of these results of work. For the fulfilment of these duties of co-operation, the Managing Director shall receive for the duration of this service agreement no further remuneration apart from the refund of costs which have arisen for him through the demand of the Company. As far as the Managing Director fulfils

the duties of cooperation after termination of this services agreement, he shall receive a reasonable daily rate and the refund of all costs which have arisen for him through the demand of the Company. (6) Independent of the duties of co-operation regulated in the above para. (5), the Managing Director shall secure and keep up to date an appropriate documentation of his patentable or protectable results of work and make these accessible to the Company at any time and transfer this to its property. (7) On demand of the Company during the service relationship, at the latest, however on resignation from the Company without necessity for request, the Managing Director shall return to the Company all files and other documents concerning the business operations of the Company or associated enterprises to be found in his possession or subject to his access - in particular all plans, customer and price lists, printed material, certificates, drawings, notes, drafts - and copies of these without consideration of the fact of whether he should have received them from the Company or from associated enterprises. In this sense, the same is the case for non-physical information and material such as, for example, computer programmes or information stored on disks, VIII Term (1) The employment agreement shall commence on 16/06/1999. The first six (6) months shall be regarded as a trial period. (2) The period of notice shall be, during the trial period, six months with effect from the end of the month and after the trial period for both parties six (6) months with effect from the calendar half-year. After expiry of the trial period, ordinary termination is possible at the earliest with effect from 30/06/2002. (3) The right to exceptional termination remains unaffected. (4) Before commencement of the employment relationship, ordinary termination is excluded. If the Managing Director terminates nevertheless or if he does not commence his work in good time, he shall forfeit a contract penalty amounting to one month's salary. (5) The Company is entitled to release the Managing Director during the term of this agreement from further activities in particular in the case of his suspension or dismissal as Managing Director whereby the Managing Director shall only have claim to continued payment of his basic salary according to no. II (1) from the point of time of such release. IX Diverse (1) Alterations or supplements to this agreement, including this provision, require written form to be effective.

(2) This agreement is subject to the law of the Federal Republic of Germany. The place of jurisdiction shall be Munich, District Court Munich 1. (3) The place of fulfilment for the duties of both parties shall be the head office of the Company. Pullach, 21" May 1999. IFCO International Food Container Organisation GmbH represented here by its Shareholder IFCO Europe Beteiligungs-GmbH the latter represented by their managing directors
/s/ Martin Schoeller Martin Schoeller /s/ Christoph Schoeller Christoph Schoeller /s/ Joerg Augustin Joerg Augustin

Draft Appendix I to the Managing Director Employment Agreement a) sale of the Company in whole or in part b) sale of subsidiaries or interests of the Company in whole or in part C) erection or closure of a branch d) erection or purchase of a company or purchase of shares in a company; e) commencement or termination of branches f) moving of head office g) purchase of properties or rights or obligations equal to properties; h) deviation from the budget of over 10% i) investments or company maintenance measures which in individual cases exceed DM 100 000 and lease agreements which in individual cases exceed DM 100 000; conclusion, alteration or termination of rental of lease agreements with a term of more than 2 years or a monthly burden of more than DM 40 000; k) appointment, promotion, transfer or dismissal of employees with an annual salary (incl. all variable remuneration) of more than DM 150 000; conclusion or extension of pension commitments; granting of investment in the Company, in its assets turnover, profit or similar: granting of a fixed term/termination period of more than 6 months for any employee. 1) granting of loans to employees which in individual cases exceed DM 5000 or DM 20 000 in the business year; m) granting of advance payments to employees of more than DM 5000; n) mass dismissals to an extent corresponding to section KSshG or new appointments to a similar extent; o) the taking over of guarantee obligations, bonds, bond premiums or the granting of a credit in individual cases amounting to more than DM 20 000 or

in one business year as a whole of more than DM 100 000 with the exception of guarantee agreements which are in direct connection with the customary course of business such as, for example, payment obligations, services commitments or the granting of a trade credit as far as these are customary in the Company; p) granting of credit securities of any type, (e.g. liens, equitable liens) and the granting of a credit to nonemployees which does not correspond to the customary course of business and the taking over of obligations by order of third parties; q) conclusion, alteration or termination of licence agreements and co- operation agreements; r) implementation of legal disputes with amounts involved of more than DM 20 000 in individual cases or of more that DM 100 000 in the complete business year; s) agreement , alteration, or termination of agreements with persons who are through birth or marriage with shareholders or managing directors related or connected by marriage;. t) granting or revocation of "Prokura"(special power of attorney for executive employees) or a commercial power of attorney.

EXHIBIT 10.26 English Translation Preliminary Contract on the Conclusion of a MANAGEMENT CONTRACT between Mr. Gunter Gerland, resident in: In den Hessengarten 5, 61352 Bad-Homburg - hereinafter referred to as "the Director" and Schoeller Plast Holding GmbH, Heilmannstrasse 1, 81479 Munich - hereinafter referred to as "Schoeller" Introduction A pool is operated for reusable containers for fruit and vegetables (IFCO) as part of the Schoeller Group. Various additional pools are being prepared for other reusable containers in addition to the aforesaid reusable container pool. Schoeller shall be liable to the Director that for ensuring that Schoeller or a Schoeller company will establish a new company by no later than April 1, 1994 (hereinafter referred to as the "Company") as the sponsor of additional pools for reusable containers and that the Company will conclude a Management Contract with the Director with further details of the following terms and conditions. The Director hereby promises Schoeller that he will conclude a Management Contract with the Company with further details of the following terms and conditions as a contract in favour of the aforesaid Company. I. Contract Commencement and Term (1) The contract of employment shall commence upon Schoeller's receipt of the notification by the Director that his present contract of employment has been rescinded, at the earliest on January 1, 1994 but at all events not later than April 1, 1994 and regardless of the receipt of the aforesaid notification. (2) The contract of employment shall have a fixed term of 18 months. The contract of employment shall be automatically prolonged to December 31,

1997 unless it is terminated by one of the contracting parties with at least 6 months' notice. If the present contract is terminated by the Company, the Director shall be entitled to payment of his fixed agreed compensation for a period of twelve (12) months with effect from receipt of the notice of termination. This shall not be interpreted as a prolongation of the contract of employment extending beyond the first fixed period of 18 months but as a commitment of the Company to pay severance compensation based on how many months the aforesaid twelve months' period covers the first fixed term of 18 months. The contract of employment shall be prolonged for a further period of 3 years after December 31, 1997 unless the contract has been terminated by one of the contracting parties with 12 months' notice to the end of the contract. (3) As a prerequisite for its validity, any notice of termination must be served in writing by the Director to the Chairman of the Shareholders' Committee if such a Chairman has been designated to the best of the knowledge of the Director, otherwise to all shareholders registered with the Company. (4) Upon receipt of the notice of termination, the Company shall be entitled to suspend the Director from his duties with a continued payment of his average monthly remuneration for the last twelve months. All holiday entitlements shall be settled with the aforesaid exemption from duties. II. Function / Scope of Activities (1) The Director shall represent the Company singly or together with one or more additional Directors or together with a Procurist [an officer of the company with registered powers of representation]. (2) The Director shall assume the commercial and logistic activities of the Company. The Company may specify the job description in further detail within the above-mentioned framework. (3) When exercising his duties and especially when representing the Company in legal matters, the Director shall observe the provisions of the shareholders' meeting and, if one is available, the shareholders' committee, the Company's statutes and the current version of the Rules of Procedure (especially rules of procedure relating to several Directors in relations per se if applicable) (the current version is enclosed in the Appendix) and shall also comply with the provisions of the present Management Contract. III. Work Assignment (1) The Munich office in Irmgardstrasse is envisaged as the place of work. The Director shall be prepared to move within Germany to a reasonable ex rent for operational reasons. (2) Normal working hours shall be fourty (40) hours per week, including breaks, with a week consisting of five (5) working days. (3) The Director shall be prepared to carry out additional work and to work overtime for operational reasons, including driving hours caused by

business travel and hereby confirms that the aforesaid is settled in full with his remuneration referred to in the following Section IV. IV. Remuneration (1) The MD shall receive a annual gross salary of DM 205,000 (fixed) as compensation for his services, payable in thirteen equal monthly installments at the month-end after deducting taxation and social security contributions. The employer's contribution to the social security contributions shall be borne by the Company. (2) The Director shall receive an annual bonus of DM 45,000 in addition to his fixed salary provided the Company has achieved its targets during the financial year as specified by the Company at the beginning of the financial year on the basis of a budget / annual forecast proposal submitted by the Director. The bonus shall be paid when the annual financial statements are available and shall be increased or reduced depending on the extent to which the aforesaid objectives are exceeded or otherwise; further details are provided in the specimen calculation attached in the Appendix. For the first year of the present Management Contract, the Director shall receive a supplement of DM 57,000 in addition to his fixed annual gross fixed salary instead of the variable bonus governed above which depends upon the achievement of given targets, with the first half of the aforesaid supplement being paid at the end of October 1994 and the second half at the end of January 1995. (3) If the work of the Director end during the course of a year and begins and/or ends during the course of a month, the fixed annual gross salary and the bonus shall be calculated and paid pro rata temporis (with the exception of 1994). (4) The Company shall insure the Director against business and private accidents at its cost, namely DM 350,000 in the event of death and 700,000 in the event of disability. Claims under the aforesaid insurance policies shall be paid directly to the Director or, in the event of his death, directly to his heirs. (5) A direct insurance of DM 4,200 p.a. shall be concluded for the Managing Director. The payments to be made by the Company in this respect shall be included in the gross fixed salary and shall be deducted from the aforesaid amount. (6) The Director's gross fixed salary shall be discussed at the end of the first contract year and thereafter every two years. The economic development of the Company, the personal performances and contributions of the Director and the increase in the cost of living shall be appropriately taken into account. V. Employees' Capital Accumulation Scheme (1) The Company shall pay the monthly contributions of DM 52 to the Director relating to the employees' capital accumulation scheme.

(2) The Company shall make the first payment of this benefit with effect from the first month of employment. VI. Company Car / Travelling Expenses (1) The Director shall be provided with a company car - a BMW 520 or comparable model in the standard design. (2) The company car may be used by the Director for reasonable private purposes, whereby the necessary fuel costs shall be done by the Director personally. (3) The Director shall wage tax attributable to the private use of the company car in accordance with the respective tax regulations. (4) The relevant guidelines of the Company (the current version is enclosed in the Appendix) shall apply for the reimbursement of costs incurred on business travel. If the expenses incurred exceed the fixed rate amounts permissible under taxation regulations, the Director shall be required to document the aforesaid amounts in detail by means of proper vouchers and invoices. VII. Holiday (1) The Director's holiday shall be equivalent to 30 working days. (2) The timing of the Director's holiday shall be coordinated with the business requirements of the Company. Any works holiday shall be set off against the annual holiday. VIII. Duty of Secrecy (1) The Director shall undertake to observe secrecy with regard to circumstances and matters of the Company and firms affiliated with the Company and which come to the attention of the Director within the scope of the employment relationship in dealings with everyone who is not authorized to have such knowledge by virtue of his position or activity within the Company. This principle of secrecy shall also apply after the Director has left the Company. It shall not relate to communications which the Director has to make by law. The Director shall grant unauthorized persons no insight into the affairs and circumstances of the Company or any other companies within the Schoeller Group, nor insight into his own knowledge of the Company's operations, procedures and installations, etc., which the Director does not need to grant for business reasons. (2) The results of the business activities of the Director shall remain the (intellectual) property of the Company. Reference is also made in this respect to Section X. of the present contract. (3) As the property (including the intellectual property) of the Company assigned to him, the Director shall undertake to treat all items relating to his business activities with care, e.g. tools, other working utensils, books, documents, plans, specimens, own drawings and business documents

of all kinds and to keep them in safe custody in such a way that they do not come into the hands of unauthorized persons and that they are automatically returned to the Company at any time upon request but at the latest when the present contract of employment comes to an end. The Director shall have no retention right in respect of the aforesaid items. IX. Competition Ban (1) The Director shall be subject to a subsequent competition ban for a further 24 months when the present contract of employment has terminated. During the aforesaid period, the Director shall support no business which operates a pool for reusable containers, or develops, produces or rents reusable containers capable of being pooled, which offers multiple-use logistics as a "product" or which competes with the Company in any other way (hereinafter referred to as "Competitors"). From a spatial point of view, the competition ban includes all competitors which operate in the territories of the Federal Republic of Germany and direct neighboring countries to the Federal Republic of Germany. The Director shall particularly undertake to enter into no employment, management of consultancy agreements with the aforesaid competitors, nor to perform any of the aforesaid contracts, nor to acquire direct or indirect holdings in any such companies, nor to commence a competitive activity for his own account. (2) The Company shall pay the Director a compensation amounting to half what the Director earned in the last 12 months prior to the termination of his contract of employment. (S) 74 c of the German Commercial Code shall apply accordingly. (3) If the Director breaches the competition ban, he shall pay a contract penalty to the Company for one month during the period of infringement or a continuation thereof, with such contract penalty being equivalent to one sixth (1/6 th) of what the Director earned as (gross) remuneration in the last 12 months before he left the Company. Additional claims by the Company shall not be prejudiced by the aforesaid contract penalty. (4) The Company may waive the competition ban by means of a written declaration to the Director before the end of the constrict of employment, with the result that the Company is exempt from its obligation to pay compensation in accordance with the preceding paragraph 2 at the end of 3 (12) months following receipt of the aforesaid Declaration. X. Inventions Any inventions made by the Director and any claims to industrial property rights based on the aforesaid inventions, including all copyright exploitation rights to any creations of the Director, shall remain the exclusive property of the Company with the exception of inventions and creations which clearly have no relationship whosoever with the areas of activity of the Company. No special compensation shall be payable to the Director in this respect. All inventions and /or creations eligible for copyright protection and to which the Company is entitled shall be reported to the Company (represented by the shareholders' meeting) by the Director immediately and the latter shall

support the Company to the necessary extent in acquiring and exploiting any industrial property rights. XI. Secondary Employment (1) The Director shall devote the whole of his working activities to the affairs of the Company and shall promote the interests of the Company to the best of his ability. (2) During the term of the present contract, the Director shall undertake to carry out no remunerative or normally remunerative secondary employment without the prior written consent of the Company. This shall also apply to direct or indirect participators in other companies which are clearly not exclusively acquired for ordinary investment purposes. Any membership in official bodies (Management Boards, Executive Boards and Supervisory Boards) of other companies shall likewise require the prior written consent of the Company. XII. Illness In the event of illness or any other hindrance or impediment not attributable to the Director, the remuneration of the Director shall be continue to be paid for a period of 6 months. XIII. Final Provisions (1) Any contract amendments must be made in writing in order to be valid and also require the express consent of the shareholders' meeting. The same shall also apply to any rescission of the aforesaid written form requirement. (2) If individual provisions of the present contract are or become invalid, the validity of the other provisions shall remain in full force and effect. The parties shall undertake to replace the invalid provision by a valid provision which comes as close as possible to the original economic intention of the invalid provision.
Munich, December 22, 1993 Schoeller Plast Holding The Director:

Bad Homburg, December 29, 1993 represented by: By /s/Christoph Schoeller ----------------------Christoph Schoeller By /s/Gunter Gerland -----------------Gunter Gerland

Appendices - Guidelines on removal, travelling and accommodation costs

- Rules of Procedure - Assumption of "commuting costs"

Exhibit 10.27 English Translation MANAGING DIRECTOR EMPLOYMENT AGREEMENT between MTS Oklologistik GmbH, Zugspitze 15, 62 049 Pullach here represented by its shareholder IFCO Systems N.V. the latter represented by its managing director Dr. Willy von Becker - hereinafter "the Company" and Mr. Klaus Hufnagel, Denninger Strasse 164, 81927 Munchen - hereinafter "Managing Director" I. Position (1) Mr. Hufnagel is appointed with corresponding shareholder resolution as Spokesman of the Management of the Company. (2) His area of duties shall comprises the management of the transactions of the Company, according to the stipulation of the law, the regulations of the Company Agreement and the instructions of the Shareholders' Meeting and can, alongside this, from time to time at the request of the Shareholders' Meeting extend to the support of its intercompany objectives, to the fulfilment of other duties and the taking over of further areas of responsibility within the framework of the Schoeller group. (3) Rules of Procedure to be decreed by the Shareholders' Meeting and at any time alterable can regulate the scope of the authority of the Management internally, and the allocation of duties and areas of responsibility and the distribution of duties and competence of several managing directors of the Company between each other which, in its currently valid version, shall be part of the Agreement. (4) The Spokesman of the Management shall report currently to Messrs Martin Schoeller and Christoph Schoeller (representatives of the Shareholders' Meeting). (5) The working hours shall be directed according to the business requirements and shall amount to 40 hours per week. The Managing Director declares his preparedness to carry out any additional work and overtime which becomes operationally necessary including Saturdays, Sundays and public holidays and travelling time arising through travelling activities.

(6) The place of work shall be the head office of the Company in Pullach, Zugspitze 15. In case of business requirement, the Managing Director shall also be prepared to move to another German town/city whereby the Company shall take over the removal costs on presentation verification. (7) All actions and transactions outside the current business operations and the transactions contained in appendix 1 shall require the prior written approval of the Shareholders' Meeting or the representatives of the Shareholders' Meeting according to no. II (4).. Further restrictions in the internal relationship and revocation of the appointment can be resolved at any time by the Shareholders' Meeting. In the internal relationship, the Spokesman of the Management shall always require a second signature, i.e. the signature of another managing director or a "Prokurist" (Executive employee with special power of attorney) even if he has been granted the authority of sole representation. II. Remuneration (1) The Spokesman of the management shall receive an annual gross salary of DM 300 000 (basic salary) payable in twelve equal monthly instalments each at the end of a month. (2) In addition to the basic salary according to the above paragraph (1), the Spokesman of the Management shall receive a variable remuneration dependent on success according to the stipulation of the bonus plan to be determined annually by the Shareholders' Meeting. The bonus decisive at commencement of the agreement shall be a significant part of this agreement and envisages the following: The maximum achievable annual bonus shall be DM 150 000 and is composed to 50% of stock options on stock exchange quotation of IFCO Systems and to 50% from a result/target-dependent amount. The details of the stock options shall be negotiated separately. The result/target-dependent bonus share shall be directed to 20% to the result of IFCO Systems and to 80% to the result of MTS/the personal objectives. For the first year of the Agreement (2000), a bonus of 80% of the total amount of DM 150 000 shall be guaranteed whereby in the year 2000 DM 50 000 from the guaranteed bonus together with the monthly basic salary from the Company shall be paid out proportional to time. For the second year of this agreement (2001) a bonus of a total of DM 50 000 shall be guaranteed by the Company which shall also be paid out monthly with the basic salary and shall be counted in the payment of the total bonus due to the Spokesman of the Management. From the third year of the Agreement (2002), no part of the bonus shall be guaranteed by the Company. A midyear advance payment of DM 50 000 shall be paid on the total bonus. This advance payment shall be paid out monthly proportionally with the basic salary and shall be counted in the payment of the total bonus due to the Spokesman of the Management. The not guaranteed part of the bonus shall be paid out at the latest 3

months after expiry of each business year of the Company as far as the claim of the Spokesman of the Management to payment of the not guaranteed bonus exists. For the claim to the not guaranteed target remuneration, only the achievement of the objectives is of significance, not, however, whether the decisions of the Spokesman of the Management were veritably the cause for the achievement of targets. On the other hand, there shall be no claim on the part of the Spokesman of the Management to not guaranteed target remuneration if he has not achieved the objectives set wholly or partly due to the decisions of the Shareholders' Meeting, e.g. on alteration to or removal of products or distribution channels. (3) The Company shall take over a contribution to the voluntary health insurance and statutory nursing insurance of the Spokesman of the Management amounting to the statutory employer share, a maximum, however, of the employer share taking the national insurance system as basis. This contribution shall be paid out in addition to the monthly basic salary. (4) The Company shall grant the Spokesman of the Management from the first full month of employment assetcreating payments amounting to DM 52.00 monthly. (5) Remuneration according to paragraph (1) shall be reviewed every 1.5 years. III Illness/Insurance (1) The Managing Director shall inform the representative of the Shareholders' Meeting without delay about any illness and, in case of illness lasting for more than 3 days, present a doctor's certificate from which the incapacity to work and the probable duration of the illness can be seen. The Managing Director shall thereby draw the attention of any co-managing directors and the representative of the Shareholders' Meeting to matters which have to be attended to urgently. (2) In the case of blameless illness or incapacity to work preventing the carrying out of his duties, the Spokesman of the Management shall have claim to continued payment of the basic salary plus the guaranteed bonus, the advance payment on the bonus from the year 2002 and the contribution to the voluntary health insurance and the statutory nursing care according to nos. II (1), (2) and (3) for the duration of six (6) months. (3) If the Company has a company old-age pension scheme, the Spokesman of the Management shall participate - as long as nothing else is agreed. (1) The company shall conclude an accident insurance for the Spokesman of the Management which shall insure him against business or private accident amounting to DM 500 000 for the case of death and DM 1 000 000 in case of invalidity. (2) The Company shall take over the costs of the existing direct insurance of the Spokesman of the Management amounting to DM 3408.00 p.a. IV. Travelling Costs/Company Car (1) The Company shall refund the Managing Director all verified travelling costs in accordance with the currently valid establishment or travelling cost guidelines of the Company and the currently valid legal German tax guidelines. (2) As far as in any establishment or travelling costs guidelines of the Company nothing else is determined, the Managing Director shall be entitled to use the 1st class for rail travel and the business class for air travel.

(3) Should the expenses paid exceed the lump-sum amount permitted by the tax regulations, the Managing Director shall verify the amounts in detail by means of correct dockets and invoices. (4) The Company shall provide the Spokesman of the Management in accordance with the stipulation of the currently valid company car guidelines with a car of a purchase price of DM 90 000 for private and business use and shall bear all costs arising for this both for business and for private use. The Spokesman of the Management shall bear the income tax incurred by the private share of the use. In the case of release of further activities in accordance with no. VIII (3), the obligation of the Company to provision of the car falls away and the Spokesman of the Management undertakes to return the car to the Company on first demand by the Company. V. Holidays (1) The Managing Director shall have claim to annual holiday of 30 working days which, in case of employment for less than a full year, shall be granted proportionally. Working days are all calendar days with the exception of Saturdays, Sundays and statutory holidays at the head office of the Company. (2) The Managing Director shall orientate the point of time and duration of holidays to company interests and coordinate it reasonably in advance with the representative of the Shareholders' Meeting and any co-managing directors. VI. Ancillary Employment/Prohibition of Competition (1) The Managing Director shall devote his complete working capacity to the Company and foster its interests. Any other remunerative employment or participation in other companies of any type shall require the approval of the Shareholders' Meeting. This is not the case for the customary purchase of shares or other business shares for the purposes of investment. The membership in representative supervisory bodies of other companies also requires the prior approval of the Shareholders' Meeting. The Company shall grant approval when the ancillary employment does not impair the work performance of the Spokesman of the Management within the framework of this agreement and other justified company interests of the Employers are not impaired. (2) In addition, the parties agree the following subsequent prohibition of competition which shall only become effective if no termination of the employment relationship is pronounced during the trial period: (a) The Managing Director undertakes, during his employment and for the duration of 24 months after termination of the employment relationship, not to carry out competitive activities in any form either of a self-employed nature or as an entrepreneur, nor non-independently or as employee either directly or indirectly through participation. Competitive activity in the sense of this provision is all activity which has to do with competitive products and/or which refer to a target market of the Company or associated enterprise. Associated enterprises in the sense of sub-paragraph (a) are companies for which the Managing Director has had management responsibility in the last two years before termination of his employment. Competitive products are products, developments or services which are similar to the products, developments or services or are in competition with the products, developments or services which the Company or associated enterprises have manufactured, developed, licensed, distributed or actively planned (and at least passed a corresponding resolution) in the last two years before termination of the employment of the Managing Director. Competitive products are in particular all products, developments or services which concern dual-use packaging systems. The target market of the Company or associate enterprises is any market sector, any market segment or customer and/or supplier group with which the Company or associated enterprises have had a business relationship in the last two years before termination of the employment or built up or actively planned a business relationship. Competitive activity is in particular any activity for the enterprises Chep, Steco, BPS, Delbrouck, Compac, Linpak, Cramer, Hays and all enterprises active in the MTV amalgamation and their associated companies as far as the Managing Director does not inform Company in writing about the taking up of such an activity and verify the he, in this company, works in a separate department and has exclusively to do with other products, developments or services than the competitive products. Competitive activities in the sense of this provision are all activities in the fields in which the Company is active. Fields of activities of the Company are: - the letting of dual-use transport containers in particular for fruit, vegetables, fish, meat and other fresh foodstuffs; - the operation of other dual-use transport systems and the packaging and further letting of these systems;

- the provision of services in the winding up of dual-use pools: - the organisation of pools (of dual-use transport systems) and the provision of services which are in connection with this in particular washing services. Competitive products are, in particular, all products, developments and services which concern the dual-use packaging systems. (b) The prohibition of competition extends spatially also to all countries in which the Company is active at the point of times of resignation of the Spokesman of the Management. (c) For the duration of the prohibition of competition subsequent to the contract, the Company undertakes to pay the Spokesman of the Management compensation amounting to half of the last payments made in accordance with this agreement, in particular of the basic salary and the bonus, for

each year of prohibition,. (d) The Company can, before expiry of the employment relationship, waive adherence to the prohibition of competition subsequent to the contract by means of written declaration towards the Managing Director. In this case the obligation to payment of compensation ends after 12 months after declaration of the waiver. (e) Sections 74 et seq. HGB are valid in addition. (f) In the case of exceptional termination of the employment relationship for good cause, the contractual party justified to termination shall have the right to cancel the prohibition of competition by means of written declaration towards the other party within one month after receipt of the exceptional termination. Compensation in the case of dissociation is not indebted. VII. Secrecy, Inventions, Copyright and other Protective Rights, Return of Documents (1) The Managing Director is obliged, in particular also in the period following termination of this service agreement, to keep secret all confidential information about the business of the contractual relationships, conclusions, transactions or special matters concerning the Company or associated enterprises and not to use this information for his own or the use of others. (2) Publication and lectures which affect the field of business of the Company or of other associated enterprises require the prior approval of the Shareholders' Meeting. VIII. Term (1) This Agreement shall commence on 01/02/2000 and is valid for an undetermined period. Both parties can terminate the agreement at 6 months' notice with effect from the expiry of a calendar year. (2) The right to exceptional termination remains unaffected. (3) The Company is entitled to release the Spokesman of the Management during the term of this agreement from further activities in particular in the case of his suspension or dismissal as Managing Director whereby the Managing Director shall only have claim to continued payment of his basic salary plus the guaranteed bonus. Advance payment on the bonus from the year 2002 and the contribution to the voluntary health insurance and the statutory nursing insurance according to no. II (1), (2) and (3). (? original not grammatically complete translator's note). IX. Diverse (1) This Agreement replaces all previous agreements concerning the service relationship. Any previous employment relationship shall be regarded at the latest on expiry of the last day before commencement of this agreement as being terminated and shall also not exist as dormant work relationship. (2) This agreement is subject to the law of the Federal Republic of Germany. The place of jurisdiction shall be Munich, District Court Munich I. (3) The place of fulfilment for the duties of both parties shall be the head office of the Company.

(4) For the case that one regulation of this Agreement, taking into consideration applicable law, be or become ineffective or unenforceable, this should not lead to the fact that the complete agreement is ineffective or unenforceable. The regulation shall rather be altered and interpreted in such a manner that the original objective of such an ineffective or unenforceable provision can be achieved within the framework of applicable law and jurisdiction. The same is the case for loopholes in the agreement. Amsterdam, 21/12/1999 Munich, 23/12/1999 MTS Okologistik GmbH represented here by its shareholder IFCO Systems N.V, the latter represented by its Managing Director Dr. Willy von Becker
/s/ Klaus Hufnagel (signature) /s/ Willy von Becker (Managing Director)

(Klaus Hufnagel)

EXHIBIT 10.28 English Translation Supplementary Agreement to the Consultancy Agreement of January 30, 1998 between IFCO Europe Beteiligungs GmbH - hereinafter referred to below as the "Company" and Dr. Willy von Becker A consultancy agreement was concluded by the parties on January 30, 1998 with a term up to March 31, 1999. Supplementary to the aforesaid consultancy agreement, the parties hereby agree as follows for continuing the contractual relationship: Re I. Duties and Obligations / Contract Term The scope of consultancy services shall amount to 3 man days per week for 47 weeks a year. The aforesaid scope of consultancy services is hereby formally agreed. Should the Company require additional consultancy service days, it may commission them in writing for a fee of DM 1,200 per day after prior agreement with the Consultant. The contractual relationship may be terminated for the first time in Week 25 (calendar week 43/1999) with preliminary notice of 8 weeks (calendar week 35/1999). Re II. Compensation The Consultant shall receive a fee of DM 1,200 per day for his services. (Example: 3 x 47 x DM 1,200 = DM 169,000 for I year). No holiday or public holidays shall be paid. The Consultant shall receive a 50:50 bonus for the "EU Support" and "SAP" projects, the amount and basis of which shall be agreed separately. Pullach, June 28, 1999
/s/ Dr. Willy von Becker Dr. Willy von Becker /s/ Martin Schoeller Martin Schoeller /s/ Christoph Schoeller Christoph Schoeller

Annex to the Supplementary Agreement of June 28, 1999 to the Consultancy Agreement of January 30, 1998 between IFCO Europe Beteiligungs GmbH - hereinafter referred to below as the "Company" and Dr. Willy von Becker Bonus Agreement The Company shall pay a bonus to Dr. Becker based on the following conditions: 1) SAP Project for the IFCO Group A bonus of DM 15,000 shall be paid for the SAP Project if the following objectives are reached in full: a) Budget compliance in accordance with the SAP contract of March 31, 1999 (cf. Annex 1) b) SAP implementation, i.e. if the F1, SD, MM and HR modules can be used by the IFCO Group error-free with effect from January 1, 2000. c) Customizing by means of the change request procedure (cf. Page 4 of the SAP contract of March 31, 1999) is not included in Section a) above. 2) EC Support Dr. von Becker shall receive 3 % commission on the net support funds a fonds perdu for the IFCO Group, less the costs incurred for the aforesaid. The bonus under 1) and 2) above shall amount to a maximum of DM 30,000. Pullach, June 28, 1999
/s/ Dr. Willy von Becker Dr. Willy von Becker

/s/ Martin Schoeller Martin Schoeller

/s/ Christoph Schoeller Christoph Schoeller

Consultancy Agreement The following Consultancy Agreement is hereby concluded between IFCO Europe Beteiligungs GmbH, in formation - hereinafter also referred to as the Company" and Dr. Willy von Becker: I. Duties and Obligations 1. Dr. von Becker shall assist the management of the Company and shall service the requirements of IFCO's activities in Europe as Controller. His duties and responsibilities shall particularly include planning and analysis as well, including budgeting, deviation analyses and business development. Above all, Dr. von Becker shall be also be responsible for reporting to the stockholders based on US standards. 2. Dr. von Becker shall report directly to the management of the Company. 3. Dr. von Becker shall implement an integrated software for the whole IFCO Group as project manager. 4. The scope of consultancy services shall be 4 man days per week. I. Contract Term 1. The contract shall commence on April 1, 1998 and shall end on March 31, 1999. 2. The Company shall be entitled to prolong the contract by 1 year up to February 28, 1999 on the same conditions. II. Compensation 1. As compensation for his work, Dr. von Becker shall receive a fee of DM 17,500 per month, plus statutory value-added tax. 2. Based on the contract term of 12 months, he shall be released from duties for 4 calendar weeks with continued payment of his consultancy fee. III. Reimbursement of Expenses Expenses incurred on business travel made in the interests of the Company shall be reimbursed to the Consultant upon submission of appropriate vouchers and documentation. The Consultant shall be

entitled to charge DM 0.65 per km for business travel with a motor vehicle. IV. Secrecy/Records 1. The Consultant shall be obliged observe secrecy towards third parties on all operational and business matters of the Company. The aforesaid obligation shall also apply after he has ceased to work for the company. Dr. von Becker shall also be obliged to observe the principles for exercising the consultancy profession as laid down by the Association of German Consultants (BDU). 2. When he ceases to work for the Company, Dr. von Becker shall be obliged to return all documents, correspondence and records, etc., relating to the affairs of the company. VI. Ancillary Agreements and Contract Amendments No verbal ancillary agreements have been made. All amendments and supplements to the present contract must be made in writing in order to be valid. VII. Final Provisions 1. If individual provisions of the present contract are or become invalid, the validity of the other provisions shall remain in full force and effect. The parties shall undertake to replace the invalid provision by a valid provision which comes as close as possible to the original economic intention of the invalid provision. 2. All amendments and supplements relating to the present contract must be made in writing in order to be valid. This shall also apply to any rescission of the written form requirement. Munich, January 30, 1998
/s/ Dr. Willy von Becker Dr. Willy von Becker /s/ Martn Schoeller Martin Schoeller /s/ Christoph Schoeller Christoph Schoeller

Exhibit 21 SUBSIDIARIES
Company Name -----------IFCO Europe Beteiligungs GmbH IFCO International Food Container Organisation GmbH IFCO Logistic Services GmbH IFCO System Logistik GmbH IFCO Finance Consulting GmbH IFCO International Food Container Organisation Ges.mbH IFCO France s.a.s. IFCO Schweiz AG IFCO Skandinavien A/S IFCO Contenedores S.A. IFCO UK Ltd. IFCO Italia S.r.l. GELOG AG GISO Verwaltungsgesellschaft mbH & Co. Behalterleasing KG MTP GmbH MTP GmbH & Co. KG MTS Okologistik GmbH Schoeller International Logistics Beteiligungsgesellschaft mbH Schoeller-U.S., Inc. IFCO-U.S., L.L.C. IFCO Argentina S.A. IFCO Uruguay s.a. IFCO Japan Inc. IFCO do Brasil Embalagens Ltda. Silver Oak Acquisition Corp. Jurisdiction -------------Germany Germany

Germany Germany Germany Austria

France Switzerland Denmark Spain United Kingdom Italy Switzerland Germany

Germany Germany Germany Germany

United States United States Argentina Uruguay Japan Brasil

United States

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form F-4 of IFCO Systems N.V. of our reports dated August 25, 1999 and April 30, 1999 relating to the financial statements of IFCO Systems N.V. and the combined financial statements of IFCO Europe Beteiligungs GmbH and MTS Okologistik GmbH, subsidiaries of Schoeller Packaging Systems GmbH, Pullach, and Schoeller International Logistics Beteiligungsgesellschaft mbH, a subsidiary of Gebruder Schoeller Beteilungsverwaltungs GmbH, Munich (collectively "IFCO"), respectively, which appear in such Registration Statement. We also consent to the references to us under the headings "Experts", "Summary Financial Information" and "Selected Financial Data" in such Registration Statement. PwC Deutsche Revision Aktiengesellschaft Wirtschaftsprufungsgesellschaft Dusseldorf, Germany January 31, 2000
/s/ Betz -----------------------------Betz /s/ Hartmann -----------------------------Hartmann

Wirtschaftsprufer

Wirtschaftsprufer

EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the use in this registration statement on Form F-4 of IFCO Systems N.V. of our report dated February 26, 1999 included in PalEx, Inc.'s Form 10-K for the year ended December 27, 1998 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP Arthur Andersen LLP Tampa, Florida February 1, 2000

EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the use in this Registration Statement on Form F-4 of IFCO Systems N.V. of our report dated September 3, 1999 relating to the financial statements of IFCO-U.S., L.L.C., which appears in such Registration Statement. We also consent to the references to us under the headings "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP

Tampa, Florida Dated as of February 1, 2000

EXHIBIT 23.5 Batchelder & Partners, Inc. 11975 El Camino Real, Suite 300 San Diego, California 92130 February 1, 2000 Board of Directors PalEx, Inc. 6829 Flintlock Road Houston, Texas 77040 Gentlemen: We hereby consent to the inclusion in the Registration Statement of IFCO Systems N.V. on Form F-4, of our opinion letter appearing as Appendix B to the proxy statement/prospectus that is part of the Registration Statement and to the references to our firm name therein. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations adopted by the Securities and Exchange Commission thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term "experts" as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, Batchelder & Partners, Inc.
By: /s/ Ralph V. Whitworth ----------------------Ralph V. Whitworth Partner

Exhibit 23.7 CONSENT The undersigned hereby consents to his nomination to serve as a Director of IFCO Systems N.V., a public limited liability company incorporated under the laws of the Netherlands, and to all references to him and to his professional history, including but not limited to his biography in the prospectus that is included or made a part of this Registration Statement on Form F-4 filed with the Securities and Exchange Commission, and any amendment thereto. Dated as of January 31, 2000
By: /s/ Cornelius Geber -------------------------------------Cornelius Geber

Exhibit 23.8 CONSENT The undersigned hereby consents to his nomination to serve as a Director of IFCO Systems N.V., a public limited liability company incorporated under the laws of the Netherlands, and to all references to him and to his professional history, including but not limited to his biography in the prospectus that is included or made a part of this Registration Statement on Form F-4 filed with the Securities and Exchange Commission, and any amendment thereto. Dated as of January 31, 2000
By: /s/ Sam W. Humphreys -------------------------------------Sam W. Humphreys

Exhibit 23.9 CONSENT The undersigned hereby consents to his nomination to serve as a Director of IFCO Systems N.V., a public limited liability company incorporated under the laws of the Netherlands, and to all references to him and to his professional history, including but not limited to his biography in the prospectus that is included or made a part of this Registration Statement on Form F-4 filed with the Securities and Exchange Commission, and any amendment thereto. Dated as of January 25, 2000
By: /s/ Randall Onstead -------------------------------------Randall Onstead

Exhibit 23.10 CONSENT The undersigned hereby consents to his nomination to serve as a Director of IFCO Systems N.V., a public limited liability company incorporated under the laws of the Netherlands, and to all references to him and to his professional history, including but not limited to his biography in the prospectus that is included or made a part of this Registration Statement on Form F-4 filed with the Securities and Exchange Commission, and any amendment thereto. Dated as of January 31, 2000
By: /s/ Eckhard Pfeiffer -------------------------------------Eckhard Pfeiffer

Exhibit 23.11 CONSENT The undersigned hereby consents to his nomination to serve as a Director of IFCO Systems N.V., a public limited liability company incorporated under the laws of the Netherlands, and to all references to him and to his professional history, including but not limited to his biography in the prospectus that is included or made a part of this Registration Statement on Form F-4 filed with the Securities and Exchange Commission, and any amendment thereto. Dated as of January 31, 2000
By: /s/ Christoph Schoeller -------------------------------------Christoph Schoeller

Exhibit 23.12 CONSENT The undersigned hereby consents to his nomination to serve as a Director of IFCO Systems N.V., a public limited liability company incorporated under the laws of the Netherlands, and to all references to him and to his professional history, including but not limited to his biography in the prospectus that is included or made a part of this Registration Statement on Form F-4 filed with the Securities and Exchange Commission, and any amendment thereto. Dated as of January 31, 2000
By: /s/ Dr. Frank Tofflinger -------------------------------------Dr. Frank Tofflinger

Exhibit 99.4 PalEx, Inc. 6829 Flintlock Road Houston, Texas 77040 PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS ON MARCH 2, 2000 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned (i) acknowledges receipt of the Notice dated February 4, 2000, of a Special Meeting of the Stockholders of PalEx, Inc., a Delaware corporation, to be held on March 2, 2000, at 10:00 a.m. Houston time at the offices of PalEx, Inc., at 6829 Flintlock Road, Houston, Texas 77040, and the Proxy Statement/Prospectus in connection therewith; and (ii) appoints Vance K. Maultsby, Jr. and Edward E. Rhyne, and each of them, with full power of substitution, proxies to vote in respect of the undersigned's shares of common stock of PalEx, Inc., held of record by the undersigned at the close of business on January 21, 2000, or with respect to which the undersigned is entitled to vote and act, at the meeting and at any postponements or adjournments thereof, and the undersigned directs that this proxy be voted as set forth on the reverse. If more than one of the proxies named herein shall be present in person or by substitute at the meeting or at any postponements or adjournments thereof, both of the proxies so present and voting, either in person or by substitute, shall exercise all of the powers hereby given. This proxy when properly executed will be voted in the manner directed. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. (Continued on reverse side)

PalEx, Inc. PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY 0 []
1. Proposal to approve the Amended and Restated Agreement of Merger and Plan of Reorganization, dated as of October 6, 1999, and effective as of March 29, 1999, as amended by Amendment No. 1 thereto dated as of January 31, 2000, among PalEx, IFCO Systems N.V., IFCO Europe Beteiligungs GmbH, MTS Okologistik GmbH, Schoeller International Logistics Beteiligungsgesellschaft mbH, Schoeller Logistics Industries GmbH (formerly known as Schoeller Packaging Systems GmbH), and Silver Oak Acquisition Corp. 2. In their discretion of the proxies, on any other matters that may properly come before the special meeting or any postponements or adjournments thereof. For [ ] Against [ ] Abstain [ ]

For [ ]

Against [ ]

Abstain [ ]

DATED: ___________________________________________________________________, 2000 Signature of Stockholder Signature of Stockholder Title, if applicable Please date this proxy and sign your name exactly as it appears hereon. Where there is more than one owner, each should sign. When signing as an attorney, administrator, executor, guardian, or trustee, please add your title as such. If executed by a corporation, the proxy should be signed by a duly authorized officer. Please mark, sign, date, and return your proxy promptly in the enclosed enve- lope whether or not you plan to attend the special meeting. No postage is re- quired. You may nevertheless vote in person if you do attend.

Exhibit 99.5 PALEX, INC. 6829 Flintrock Road Houston, Texas 77040

ELECTION FORM / LETTER OF TRANSMITTAL

[NAME AND ADDRESS LABEL] Dear PalEx Stockholder: We are sending you this election form/letter of transmittal because PalEx, Inc. has signed a merger agreement with IFCO Systems N.V. and the other parties named in the merger agreement. As more fully described in the proxy statement/prospectus that has separately been sent to you in connection with the proposed merger, if the PalEx stockholders approve and adopt the merger agreement, PalEx will be merged with and into Silver Oak Acquisition Corp., a newly formed, wholly owned subsidiary of IFCO Systems. Silver Oak will survive the merger as a wholly owned subsidiary of IFCO Systems and will change its name to "PalEx, Inc." You should read carefully the proxy statement/prospectus. You hold shares of PalEx common stock. If we complete the merger, each of your shares of PalEx common stock will be exchanged, at your election, into one of the following: . $9.00 in cash; or . the number of IFCO Systems ordinary shares calculated by dividing $9.00 by the IPO price of the IFCO Systems ordinary shares expressed in U.S. dollars; or . a combination of cash and IFCO Systems ordinary shares. This form offers you a choice of electing to receive cash or IFCO Systems ordinary shares, or some of each, for your PalEx common stock. You should make an election on this form, but even if you do so, we may not be able to give you what you elect. If we receive too many elections for cash or stock, we may have to allocate cash and stock to you in different proportions than you elect. The total merger consideration for all of the PalEx common stock is limited as follows: . not less than 40% and not more than 49% of the PalEx shares may be exchanged for cash; and . not more than 60% and not less than 51% of the PalEx shares may be exchanged for IFCO Systems ordinary shares. For further information, see "The Merger Agreement--Conversion of PalEx Shares" on pages 57-61 of the proxy statement/prospectus. The holders of exchangeable shares of SMG Corporation, PalEx's wholly owned Canadian subsidiary, are subject to the same election provisions as PalEx stockholders. Subject to amendment of SMG's articles of amalgamation and of the support agreement with the holders, a holder of SMG exchangeable shares after the merger will be entitled to exchange its SMG exchangeable shares for cash and/or IFCO Systems ordinary shares pursuant to the procedures set forth in this election form/letter of transmittal. Each PalEx stockholder and each SMG holder should complete this election form/letter of transmittal and return it along with, for the PalEx stockholders, the stock certificates, a book entry transfer of shares, or a guaranteed delivery for the shares covered by the election form/letter of transmittal to Deutsche Bank AG, IFCO Systems' exchange agent.

A completed election form/letter of transmittal must be received by the exchange agent no later than 5:00 p.m. New York time on March 1, 2000. If the exchange agent does not receive for a holder by the election deadline a properly completed and signed election form/letter of transmittal and, for the PalEx stockholders, stock certificates, a book entry transfer of shares, or a guaranteed delivery for the shares of PalEx common stock covered by this election form/letter of transmittal, then that holder will be deemed not to have made an election and will receive merger consideration pursuant to the adjustment calculations made by the exchange agent. If for any reason the merger is not completed, this election form will be void and of no effect. Certificate(s) for shares of PalEx common stock previously delivered to the exchange agent will be returned promptly. The merger is expected to be completed on or before March 8, 2000. Please read carefully the accompanying general instructions beginning on page 13, complete the information as required on pages 4-12, and return this election form/letter of transmittal, along with, for the PalEx stockholders, all of your PalEx stock certificates, book entry transfer of shares, or guarantee of delivery of shares in the enclosed envelope to the exchange agent no later than 5:00 p.m. New York time on March 1, 2000 at the following address: Deutsche Bank AG c/o BT Services Tennessee, Inc. Corporate Trust Reorganization Unit P.O. Box 292737 Nashville, Tennessee 37229-2737 Delivery of this election form/ letter of transmittal to an address other than as set forth above will not constitute a valid delivery. You must sign the election form/letter of transmittal where requested. 2

INSTRUCTIONS FOR STEP 1 IDENTIFY YOUR SHARES AND MAKE YOUR ELECTION Share Identification. You must identify the shares of PalEx common stock (or SMG exchangeable shares) that you own. In the spaces provided under the column entitled "Name(s) and Address(es) of Registered Holder(s)," print the name(s) and address(es) of the registered holder(s). In the spaces provided under the column entitled "Certificate Number," insert the stock certificate number for each stock certificate you hold. If you do not hold stock certificate(s), please indicate in the "Certificate Number" column. In the spaces provided under the column entitled "Number of Shares Represented By," insert the number of shares represented by the corresponding stock certificate(s) or held by book-entry. At the bottom of the "Number of Shares Represented By" column, please insert the total number of PalEx shares you own. Election. Choose the consideration you would like to receive. The sum of your elections must be equal to the total number of PalEx shares (or SMG exchangeable shares) you hold. All-Cash Election. You may choose to make an all-cash election with respect to all of your shares of PalEx common stock (or SMG exchangeable shares) and receive $9.00 in cash for each share of PalEx common stock (or upon exchange after the merger for each SMG exchangeable share). To make an all-cash election, you should insert the total number of PalEx shares you own in the space provided under the column entitled "Cash Election." *or* All-Stock Election. You may choose to make an all-stock election with respect to all of your shares of PalEx common stock (or SMG exchangeable shares) and receive the number of IFCO Systems ordinary shares calculated by dividing $9.00 by the IPO price of the IFCO Systems ordinary shares expressed in U.S. dollars for each share of PalEx common stock (or upon exchange after the merger for each SMG exchangeable share). To make an all-stock election, you should insert the total number of PalEx shares you own in the space provided under the column entitled "Stock Election." *or* Combination Election. You may choose to make a combination election with respect to all of your shares of PalEx common stock (or SMG exchangeable shares) and receive (or receive upon exchange after the merger for SMG exchangeable shares) a combination of (1) $9.00 in cash for each share for which you elect to receive cash and (2) the number of IFCO Systems ordinary shares calculated by dividing $9.00 by the IPO price expressed in U.S. dollars for each share for which you elect to receive stock. To make a combination election, you should insert the number of PalEx shares you would like to exchange to cash in the space provided under the column entitled "Cash Election" and insert the number of PalEx shares you would like to convert to IFCO Systems ordinary shares in the space provided under the column entitled "Stock Election." *or* Non-Election. You may choose to make an affirmative non-election with respect to all of your shares of PalEx common stock (or SMG exchangeable shares). In the event you make an affirmative non-election or fail to properly submit this form, you will receive cash and/or stock pursuant to the adjustment provisions of the merger agreement as calculated by the exchange agent. To make a non-election, you should insert the total number of PalEx shares you own in the space provided under the column entitled "Non-Election." Note: Please review carefully pages 57-61 of the proxy statement/prospectus for an explanation of the conversion of the PalEx shares. As explained in the proxy statement/prospectus, the total merger consideration for all shares of PalEx common stock is limited as follows: (1) not less than 40% and not more than 49% of the shares may be exchanged for cash; and (2) not more than 60% and not less than 51% of the shares may be exchanged for IFCO Systems ordinary shares. The elections by holders of SMG exchangeable shares will be included in the calculation of the limits on the composition of the total merger consideration.

Once completed, go to Step 2. 3

STEP 1 IDENTIFY YOUR SHARES AND MAKE YOUR ELECTION
ame(s)Nand Addresses of Number of Shares Registered Holder(s) Certificate Number* Represented By Cash Election Stock Election Non-Election ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Total Shares: --------------------------------------------------------------------------------------------------------

* If you do not hold PalEx stock certificates, please indicate and a book- entry transfer will be made for you. NOTE: YOUR ELECTION MAY BE ADJUSTED BY THE EXCHANGE AGENT IF YOU ELECT TO EXCHANGE (1) MORE THAN 49% OF YOUR PALEX SHARES FOR CASH OR (2) MORE THAN 60% OF YOUR PALEX SHARES FOR STOCK. For PalEx stockholders, your election will be valid only if accompanied by your PalEx stock certificate(s), a book entry transfer of shares to the exchange agent (check the box below), or a guaranteed delivery (check the box below). [_]CHECK HERE IF YOUR PALEX SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: Name of Registered Holder(s) ___________________________________________________ Window Ticket Number (if any): _________________________________________________ [_]CHECK HERE IF YOUR PALEX SHARES ARE BEING DELIVERED BY BOOK ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AND COMPLETE THE FOLLOWING: Name of Electing Institution: __________________________________________________ The Depository Trust Company Account Number: ___________________________________ Transaction Code Number: _______________________________________________________ 4

INSTRUCTION FOR STEP 2A LETTER OF TRANSMITTAL Regardless of your election in Step 1, if you are a PalEx stockholder you must send all of your PalEx stock certificates to the exchange agent with the following letter of transmittal. See General Instruction D.1. If you do not hold stock certificates, please indicate on the previous page and a book-entry transfer will be made for you. Holders of SMG exchangeable shares should not complete the letter of transmittal or send any share certificates. Please read and sign the letter of transmittal on the following page. If you have all of the stock certificates representing your shares of PalEx common stock and do not have special payment or delivery instructions as set forth below, sign the letter of transmittal and go to Step 3. See General Instruction D.2. regarding the proper form of signatures. If you have lost any or all of the stock certificates representing your shares of PalEx common stock, in addition to signing the letter of transmittal and sending it to the exchange agent together with any stock certificates you do have as described above, you must complete Step 2B with respect to any certificates you have lost. If you want the new IFCO Systems certificates being issued to you pursuant to the merger to be registered, and/or you want the cash being paid to you pursuant to the merger agreement to be payable, to someone other than the person or entity listed on your PalEx stock certificates, you must complete and sign the "Special Payment Instructions" box on page 7. If you transferred any of your shares to someone else after January 21, 2000, you must sign the "Special Payment Instructions" box on page 7. If you want the new IFCO Systems certificates and/or the cash being issued or paid to you pursuant to the merger to be registered or payable to you, but sent to someone else, you must complete and sign the "Special Delivery Instructions" box on page 7. If you fill out either the "Special Payment Instructions" box or the "Special Delivery Instructions" box, you must have your signature(s) medallion guaranteed by an eligible institution. See General Instruction D.4. If your cash payment exceeds $500,000 and you would like it to be sent to you by wire transfer rather than by check, you must complete and sign the "Wiring Instructions" box on page 7. Please verify your wiring instructions before completing the "Wiring Instructions" box. If you provide incorrect wiring instructions, IFCO Systems will have the right to send your money to you by check. If the PalEx stock certificates are not available prior to the election deadline, a Guarantee of Delivery may be completed by an eligible institution and your election will be valid if the stock certificates, together with a copy of the completed election form/letter of transmittal, are received by the exchange agent within three trading days after the election deadline . The exchange agent will issue you a single check and/or a single book entry advice representing IFCO Systems ordinary shares. If you would prefer to receive a stock certificates, please check the box in the "Receipt of Certificates" section below. If you request a stock certificate, the exchange agent will issue a single certificate representing the IFCO Systems ordinary shares. However, if for tax purposes or otherwise you wish to have the new certificates issued in particular denominations, please provide explicit instructions to the exchange agent. After you have completed the above, go to Step 3. 5

STEP 2A LETTER OF TRANSMITTAL Deutsche Bank AG, Exchange Agent: In connection with the merger, the undersigned hereby submits the stock certificate(s) representing the undersigned's shares of PalEx, Inc. common stock to, or hereby transfers ownership of such stock certificate(s) by book- entry transfer to the account of, Deutsche Bank AG, the exchange agent designated by IFCO Systems N.V. pursuant to the merger agreement by and among IFCO Systems, PalEx, and the other parties named therein, or its replacement or successor, and instructs the exchange agent to deliver to the undersigned, in exchange for the undersigned's shares of PalEx common stock, cash and/or IFCO Systems ordinary shares pursuant to the undersigned's election as set forth on the election form enclosed with this letter of transmittal. The undersigned understands that the undersigned's election may be adjusted by the exchange agent if the undersigned elected to exchange (1) more than 49% of the undersigned's PalEx shares for cash or (2) more than 60% of the undersigned's PalEx shares for IFCO Systems ordinary shares. By delivery of this letter of transmittal to the exchange agent, the undersigned hereby forever waives the undersigned's right to dissent under applicable Delaware law and withdraws all written objections to the merger and/or demands for appraisal, if any, with respect to the shares of PalEx common stock owned by the undersigned. The undersigned represents and warrants that the undersigned has full power and authority to surrender the stock certificate(s) surrendered herewith or transferred in book-entry form, or covered by a guarantee of delivery, free and clear of all liens, claims, and encumbrances. The undersigned will, upon request, execute and deliver any additional documents reasonably deemed by the exchange agent or IFCO Systems to be appropriate or necessary to complete the sale, assignment, or transfer of the PalEx shares. All authority conferred or agreed to be conferred in this letter of transmittal shall be binding upon the successors, assigns, heirs, executors, administrators, and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Unless otherwise indicated under "Special Payment Instructions" on the following page, please issue any certificate for IFCO Systems ordinary shares and/or any check payable (or wire transfer of funds payable) in exchange for the undersigned's shares of PalEx common stock in the name of the registered holder(s) of such PalEx common stock. Similarly, unless otherwise indicated under "Special Delivery Instructions" and/or "Wiring Instructions" on the following page, please mail any certificate for IFCO Systems ordinary shares and/or any check payable in exchange for the undersigned's shares of PalEx common stock to the registered holder(s) of the PalEx common stock at the address or addresses shown below. REGISTERED PALEX STOCKHOLDER(S) SIGN HERE
-------------------------------------Signature of owner(s) Print Name: __________________________ -------------------------------------Social Security or other Tax ID Number Address: _____________________________ ---------------------------------------------------------------------------------------------------------------Date: _________________________ , 2000 -------------------------------------Signature of owner(s) Print Name: __________________________ -------------------------------------Social Security or other Tax ID Number Address: _____________________________ ---------------------------------------------------------------------------------------------------------------Date: _________________________ , 2000

6

SPECIAL PAYMENT INSTRUCTIONS (To be completed ONLY if you want the new IFCO Systems certificates being issued to you pursuant to the merger to be registered, and/or you want the cash being paid to you pursuant to the merger agreement to be payable, to someone other than the person or entity listed on your PalEx stock certificates.) Register my IFCO Systems ordinary shares, and make payment to, the following: Name:_______________________________________________________________________

(Please type or print) Address:____________________________________________________________________

(include Zip Code) SPECIAL DELIVERY INSTRUCTIONS (To be completed ONLY if you want the new IFCO Systems certificates and/or the cash being issued or paid to you pursuant to the merger to be registered or payable to you, but sent to someone else.) Mail or deliver my IFCO Systems ordinary shares, and send payment to, the following: Name:_______________________________________________________________________

(Please type or print) Address:____________________________________________________________________

(include Zip Code) WIRING INSTRUCTIONS Provided I am to receive at least $500,000 in cash, I would like to receive all of the cash to be paid to me in connection with the merger to be sent by wire transfer, pursuant to the following wiring instructions in lieu of delivery of a check: Name of Financial Institution:______________________________________________ Financial Institution's ABA No.:____________________________________________ Name of Account:____________________________________________________________ Account No.:________________________________________________________________ 7

SIGNATURE GUARANTEE (In the event that the check and/or certificate representing IFCO Systems ordinary shares is to be issued in exactly the name of the record holder(s) of the PalEx common stock, no guarantee of the signature on this election form/letter of transmittal is required) If you have filled out either the "Special Payment Instructions" box, the "Special Delivery Instructions" box or the "Guarantee of Delivery" box you must have your signature(s) medallion guaranteed by an eligible institution. Name of Guarantor:_____________________________ Signature(s) Guaranteed:_______________________

Date:________, 2000 Apply Signature Medallion: GUARANTEE OF DELIVERY The undersigned, a member firm of a registered national securities exchange, a member of the NASD, Inc., or a commercial bank or trust company in the United States, hereby guarantees to deliver to the exchange agent either all of the certificate(s) for PalEx common stock to which this election form/letter of transmittal relates, or such certificates as are identified below, duly endorsed in blank or otherwise in form acceptable for transfer, no later than 5:00 p.m. New York time, on the third trading day after the election deadline. If you complete this guarantee of delivery, you will need a signature guarantee by an eligible institution. The undersigned acknowledges that it must deliver the PalEx shares covered by this election form and letter of transmittal to the exchange agent within the time period set forth above and that failure to do so could result in financial loss to the undersigned.
-----------------------------------Dated -----------------------------------Print Firm Name

-----------------------------------Certificate Number(s)

-----------------------------------Authorized Signature

-----------------------------------Number of PalEx shares

-----------------------------------Address

If the PalEx shares will be delivered by book-entry transfer, provide the Depository Trust Company account number: ____________

------------------------------------

----------------------------------------------------------------------Telephone number

RECEIPT OF CERTIFICATES Unless you check the box below, you will receive book-entry IFCO Systems ordinary shares. [_]Check here if you would like certificate(s) for your IFCO Systems ordinary shares. 8

INSTRUCTION FOR STEP 2B CERTIFY IF CERTIFICATE(S) ARE LOST If you are unable to locate some or all of the stock certificates representing your shares of PalEx common stock, you must complete the certification on the following page. Your signature must be notarized. Please see General Instruction D.2. regarding proper signatures. After you have completed the above, go to Step 3. 9

STEP 2B--CERTIFY IF CERTIFICATE(S) ARE LOST The certificate(s) representing the following shares of PalEx, Inc. common stock has/have been lost, stolen, seized, or destroyed, at a time unknown to me: Certificate Number Shares

I hereby certify the following: (1) I have made or caused to be made a diligent search for such stock certificate(s) and have been unable to find or recover it/them. I have not sold, assigned, pledged, transferred, deposited under any agreement, or hypothecated the shares of PalEx common stock represented by such stock certificate(s), or any interest therein, or assigned any power of attorney or other authorization respecting the same which is now outstanding and in force, or otherwise disposed of such stock certificate(s); and no person, firm, corporation, agency, or government, other than me, has or has asserted any right, title, claim, equity, or interest in, to, or respecting such shares of PalEx common stock. (2) Please issue a replacement stock certificate(s). In consideration of the issuance of a replacement certificate(s), I hereby agree to indemnify and hold harmless IFCO Systems N.V. and any person, firm, or corporation now or hereafter acting as IFCO Systems' transfer agent, registrar, trustee, depository, redemption, fiscal, or paying agent, or in any other capacity, and also any successors in any such capacities, and their respective heirs, successors, and assigns, from and against any and all liability, loss, damage, and expense in connection with, or arising out of, their compliance with my request herein. (3) I also agree, in consideration of compliance with the foregoing request, immediately to surrender to the IFCO Systems the lost stock certificate(s) should it/they hereafter come into my possession or control.
SIGNATURE _______________________________________________ SIGNATURE _______________________________________________ SIGNATURE _______________________________________________ DATE DATE DATE , 2000 , 2000 , 2000

STATE OF COUNTY OF I,

(S) (S) (S) , a Notary Public, do hereby certify that on the day

of 2000, personally appeared before me , known to me to be the persons whose name(s) is/are subscribed to the foregoing instrument, who, being by me first duly sworn, declared that the statements contained therein are true and that he/she/they signed said instrument for the purposes, in the capacity, and for consideration therein expressed.

[Notary: Please modify if necessary to conform to your state law or attach an alternative form.] 10

INSTRUCTION FOR STEP 3 COMPLETE SUBSTITUTE FORM W-9 PalEx stockholders must complete the following Substitute Form W-9 to avoid having 31% of your payment withheld for federal income tax purposes as set forth in General Instruction D.6. to this election form. Please do the following: (1) write your social security number (or employer identification number for entities) in the top right box of the Substitute Form W-9; (2) print your name and address in the space provided; (3) check the box next to "Individual/Sole Proprietor," "Corporation," "Partnership," or "Other" (and, if other, write in the type of entity); and (4) sign the "Certification Instructions" box at the bottom of the Substitute Form W-9. If you do not yet have a Taxpayer Identification Number, please check the box in "Part 3," sign in the "Certification Instructions" box, and, in addition, sign the "Certification of Payee Awaiting Taxpayer Identification Number" box at the bottom of the page. Please see General Instruction D.6. for information on this Form W-9 and General Instruction D.2. regarding proper signatures. Additional Forms W-9 are attached for your use, if necessary, as Exhibit A to this election form/letter of transmittal. 11

STEP 3--COMPLETE SUBSTITUTE FORM W-9 PAYER: DEUTSCHE BANK AG

SUBSTITUTE Form W-9

Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING BELOW

Social Security Number OR Employer Identification Number ----------------------

Department of the Treasury

--------------------------------------------------------

Internal Revenue Service

Part 2--CERTIFICATION--Under penalties of perjury, I certify that:

Part 3--Awaiting TIN [_]

(1)

The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and

If you checked this box, please complete the "Certificate of Payee Awaiting Taxpayer Identification Number" below.

Payer's Request for Taxpayer Identification Number (TIN) --------------(Print name)

(2) I am not subject to backup withholding either because I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interests or dividends, or the IRS has notified me that I am no longer subject to backup withholding.

--------------(Address)

--------------------------------------------------------

CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). --------------Check the box that applies: [_Individual/Sole] Proprietor [_Corporation] [_Partnership] [_Other: __________]

(specify) SIGNATURE ____________________ DATE , 2000

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE REVIEW GENERAL INSTRUCTION D.8. FOR ADDITIONAL DETAILS. IF YOU ARE AWAITING A TAXPAYER IDENTIFFICATION NUMBER, YOU MUST COMPLETE THE FOLLOWING CERTIFICATE AND CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER (To be completed ONLY IF box in Part 3 of W-9 is checked) I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued to me, and that I mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate IRS Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number to the payer, 31% of all payments made to me pursuant to the merger shall be retained until I provide a Tax Identification Number to the payor and that, if I do not provide my Taxpayer Identification Number within 60 days, such retained amounts shall be remitted to the IRS as backup withholding and 31% of all reportable payments made to me thereafter will be withheld and remitted to the IRS until I provide a Taxpayer Identification Number. SIGNATURE ____________________________________ DATE , 2000 12

** GENERAL INSTRUCTIONS ** A. Special Conditions. 1. Time in which to elect. To be effective, a completed election form/letter of transmittal and, for PalEx stockholders, your stock certificates, a book entry transfer of shares, or a guaranteed delivery for the shares covered by the election form/letter of transmittal, must be received by the exchange agent, at the address set forth on page 2, no later than 5:00 p.m. New York time on March 1, 2000 (the "Election Date"). If the merger is approved and thereafter completed, and if the exchange agent has not received a properly completed election form/letter of transmittal prior to the Election Date, you will receive merger consideration pursuant to the adjustment calculations made by the exchange agent, as more fully described in the proxy statement/prospectus. See General Instruction C. 2. Revocation of election. An election may be revoked by the person who submitted the election form/letter of transmittal to the exchange agent by written notice to the exchange agent prior to the Election Date. A holder may submit a new election form at the time it revokes an earlier election or at any time after revoking an earlier election but before the Election Date. If a new election is not made, the holder will be deemed not to have made an election, and exchange agent will retain the stock certificate(s) tendered with the revoked election form until the time the shares are exchanged upon completion of the merger. All election forms will automatically be revoked if the merger agreement is terminated. If the merger agreement is terminated, the stock certificates tendered will be promptly returned to you. B. Election Procedures. A description of the election procedures is set forth in the proxy statement/prospectus under "The Merger Agreement--the Merger" and "--Conversion of PalEx Shares" and is contained in the merger agreement. All elections are subject to compliance with such procedures. In connection with making any election, you should read carefully, among other matters, the information contained in the proxy statement/prospectus under "The Merger--U.S. Federal Income Tax Consequences" and "--Netherlands Tax Consequences." See also "Risk Factors--The merger may not be tax- free to PalEx or PalEx stockholders" in the proxy statement/prospectus for a discussion of the possibility that the merger may be a taxable transaction. As a result of the election procedures, you may receive IFCO Systems ordinary shares or cash in amounts that vary from your election in Step 1. You will not be able to change the number of shares or the amount of cash allocated to you pursuant to the election procedures. C. Receipt of Shares or Cash. Promptly after the effective time of the merger, IFCO Systems will instruct the exchange agent to mail certificate (s) for your shares of IFCO Systems ordinary shares and/or cash payments by check to you with respect to each share of PalEx common stock (if you complete the "Wiring Instructions" in Step 2A of this election form and you are to receive at least $500,000, all of the cash will be sent to you by wire transfer). If you fail to submit this properly completed election form/letter of transmittal and stock certificates, a book entry transfer of shares, or a guaranteed delivery for the PalEx shares covered by the election form/letter of transmittal by the Election Date as set forth above, you will receive merger consideration pursuant to the adjustment calculations made by the exchange agent pursuant to the merger agreement, as more fully described in the proxy statement/prospectus, as soon as practicable after the certificate(s) representing such PalEx shares have been submitted. No fractional IFCO Systems ordinary shares will be issued in the merger. Instead, each PalEx stockholder that would otherwise be entitled to receive a fractional share will receive an amount in cash equal to the value of an IFCO Systems ordinary share multiplied by the fraction. The value of an IFCO Systems ordinary share for this calculation will be the IPO price. D. General. 1. Execution and delivery. This election form/letter of transmittal must be properly filled in, dated, and signed in all applicable places, and must be delivered (together with all of the other required materials) to the exchange agent at the address as set forth on page 2.

13

The method of delivery of all documents is at your option and risk, but if sent by mail, registered mail, return receipt requested, and properly insured, using the enclosed envelope, is suggested. 2. Signatures. The signature (or signatures, in the case of certificates owned by two or more joint holders) on this election form/letter of transmittal should correspond exactly with the name(s) as written on the face of the certificate(s) submitted (or in the case of a holder of SMG exchangeable shares, on your certificate representing your SMG exchangeable shares) unless the shares of PalEx common stock (or SMG exchangeable shares) described on this election form have been assigned by the registered holder(s), in which event this election form should be signed in exactly the same form as the name of the last transferee indicated on the transfers attached to or endorsed on the certificates. If this election form is signed by a person or persons other than the registered holder(s) of the certificates, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear on the certificates. If this election form or any stock certificate(s) or stock power(s) is signed by a trustee, executor, administrator, guardian, officer of a corporation, attorney-in-fact, or any other person acting in a representative or fiduciary capacity, the person signing must give such person's full title in such capacity. 3. New certificates and checks in same name. If you are receiving any IFCO Systems ordinary shares, the stock certificate(s) representing such IFCO Systems ordinary shares and/or any check(s) in respect of shares of PalEx common stock shall be registered in, or payable to the order of, exactly the same name(s) that appears on the certificate(s) representing such shares of PalEx common stock submitted with this election form, unless "Special Payment Instructions" in Step 2A are completed. No endorsement of certificate(s) or separate stock power(s) are required. 4. Guarantee of Signature. No signature guarantee is required on this form if it is signed by the registered holder (s) of the PalEx common stock surrendered under this election form, and the IFCO Systems ordinary shares and/or the check are to be issued and/or payable to the record holder(s) without any change or correction in the name of the record holder(s). In all other cases, all signatures on the election form/letter of transmittal must be guaranteed. All signatures required to be guaranteed must be guaranteed by a bank, broker, or other institution that is a member of the Medallion Signature Guaranty Program. Public notaries cannot execute acceptable guarantees of signatures. 5. Miscellaneous. A single check, wire transfer, and/or stock certificate representing IFCO Systems ordinary shares to be received will be issued to you unless you have instructed us otherwise in this election form/letter of transmittal. All questions with respect to this election form/letter of transmittal (including, without limitation, questions relating to the timeliness or effectiveness of revocation or any election and computations as to any adjustments) will be determined by the exchange agent, which determination shall be conclusive and binding. 6. Backup federal income tax withholding and Substitute Form W-9. Under the "backup withholding" provisions of U.S. federal income tax law, any payments made to you pursuant to the merger may be subject to backup withholding of 31%. To prevent backup withholding, PalEx stockholders should complete and sign the Substitute Form W-9 included in Step 3 of this election form/letter of transmittal and either: (a) provide your correct taxpayer identification number ("TIN") and certify, under penalties of perjury, that the TIN provided is correct (or that you are awaiting a TIN), and that (i) you have not been notified by the IRS that you have been subjected to backup withholding as a result of failure to report all interest or dividends or (ii) the IRS has notified you that you are no longer subject to backup withholding; or (b) provide an adequate basis for exemption. If the box in Part 3 of the substitute Form W-9 is checked, the exchange agent shall retain 31% of cash payments made to you during the 60-day period following the date of the Substitute Form W-9. If you furnish the exchange agent with your TIN within 60 days of the date of the Substitute Form W-9, the exchange agent shall remit such amounts retained during the 60-day period to you. If, however, you have not provided the exchange agent with your TIN within such 60-day period, the exchange agent will remit such previously retained amounts to the IRS as backup withholding. In general, if you are an individual, the TIN is your Social Security number. If the certificates for PalEx common stock are registered in more than one name or are not in the name of the actual owner, consult the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (copies of which may be

obtained 14

from the exchange agent) for additional guidance on which number to report. If the exchange agent is not provided with the correct TIN or an adequate basis for exemption, the holder may be subject to a $50 penalty imposed by the IRS and backup withholding at a rate of 31%. Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order to satisfy the exchange agent that a foreign individual qualifies as an exempt recipient, such holder must submit a statement (generally, IRS Form W-8), signed under penalties of perjury, attesting to that individual's exempt status. A form for such statements can be obtained from the exchange agent. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a TIN if you do not have one and how to complete the Substitute Form W-9 if stock is held in more than one name), consult the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (copies of which may be obtained from the exchange agent). Failure to complete the Substitute Form W-9 will not, by itself, cause your shares of PalEx common stock to be deemed invalidly tendered, but may require the exchange agent to withhold 31% of the amount of any payments made pursuant to the merger. Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS. 15