SALE AND PURCHASE AGREEMENT



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





                                  regarding the

                              Sale and Purchase of





                      ORDINARY SHARES OF IFCO SYSTEMS N.V.



                                       TO



               ISLAND INTERNATIONAL INVESTMENT LIMITED PARTNERSHIP

































                                BAKER & MCKENZIE





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                           SALE AND PURCHASE AGREEMENT



PARTIES:



1.     The seller named on the signature page hereof (the "SELLER"), whose

       principal place of business is set forth on said signature page; and



2.     ISLAND INTERNATIONAL INVESTMENT LIMITED PARTNERSHIP, a limited liability

       partnership incorporated under the laws of Guernsey and having its

       registered office at 13-15 Victoria Road, St. Peter Port, Guernsey (the

       "PURCHASER" and Seller and Purchaser each a "PARTY" and collectively the

       "PARTIES").



RECITALS:



A.     IFCO Systems N.V. (the "COMPANY") is organised as a public limited

       company under Dutch law with its registered seat at Koningslaan 34, 1075

       AD, Amsterdam, the Netherlands and registered with the commercial

       register of Amsterdam, trade register number: 34113177. The Company is

       the parent company of a group of companies (including without limitation,

       corporations, companies or other legal entities and partnerships in which

       the Company holds, directly or indirectly, shares or other interests)

       (the "Group") acting as a logistic services provider.



B.     The Company's share capital (the "SHARE CAPITAL") amounts to EUR

       442,277.01 divided into 44,227,701 ordinary bearer shares. All of the

       shares of the Company are issued in one global share certificate (the

       "GLOBAL SHARE CERTIFICATE"), which is owned in fractional co-ownership by

       all of the shareholders of the Company, deposited with Clearstream

       Banking AG. The shares of the Company are listed on the Official

       Market/Prime Standard Segment of the Frankfurt Stock Exchange. In

       addition, there are outstanding certain exchange warrants of the Company

       (German Securities Identification Number: 163076; ISIN: NL 0000268480)

       (the "EXCHANGE WARRANTS").



C.     Seller holds that number of shares in the Share Capital of the Company as

       is specified on the signature page hereof (the "SHARES") and has no legal

       or beneficial interest in any other shares of the Company. Seller has

       registered the Shares in the share deposit account with the account

       number (the "ACCOUNT NUMBER") identified on the signature page hereof at

       the bank (the "SHARE DEPOSIT BANK") identified on the signature page

       hereof.



D.     In preparation for its acquisition of shares in the Share Capital (the

       "TRANSACTION"), Purchaser has been permitted to review certain

       information made available by the Company and therefore may have

       knowledge of certain non-public information regarding the Company which

       may not be known to Seller.



E.     Purchaser's intention is that the Board of Directors (as defined below)

       should direct the affairs of the Company in the best interests of the

       Company and its shareholders as a whole. Purchaser does not intend to

       seek to change the









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       terms of the Exchange Warrants. As part of its strategy, Purchaser

       expects the Company to maintain its listing on the Frankfurt Stock

       Exchange.



F.     Seller intends to sell all of the Shares to Purchaser.



G.     Purchaser intends to purchase the Shares from Seller.



TERMS AGREED:



1.     EFFECTIVE DATE / CLOSING DATE / SALE AND TRANSFER OF SHARES



1.1    Effective Date, Closing Date. Effective Date and Closing Date shall have

       the following meanings within this Agreement:



1.1.1       "EFFECTIVE DATE" shall mean the day on which the conditions to

            effectiveness contained in clause 3.1 of this Agreement have been

            fulfilled;



1.1.2       "CLOSING DATE" shall mean the third (3rd) Business Day following the

            date on which the Closing Condition referred to in clause 3.2.1 has

            either been fulfilled or waived by Purchaser provided that, at such

            time, the Closing Conditions referred to in clauses 3.2.2 and 3.2.3

            shall have been and remain either fulfilled or waived, or such other

            date as the Parties may mutually agree upon. In this Agreement,

            "BUSINESS DAY" means a day (excluding Saturday) on which banks

            generally are open in the City of London for the transaction of

            normal banking business.



1.2    Sale and Transfer of the Shares. Subject to the fulfilment or waiver of

       the conditions in clauses 3.1 and 3.2 and subject to the condition

       precedent of the payment of the Share Purchase Price in accordance with

       clauses 2.1 and 2.2, Seller hereby transfers (ubereignet) to Purchaser

       the entire legal and beneficial interest in the Shares, including the

       fractional co-ownership of the Global Share Certificate, and assigns to

       Purchaser its claim against Clearstream Banking AG and the Share Deposit

       Bank as to the delivery (Herausgabe- und Auslieferungsanspruche) with

       respect to the Shares, in each case free and clear of all encumbrances.

       The sale of the Shares shall include all ancillary rights appertaining

       thereto, including without limitation the right to receive any dividends

       or other distributions declared or paid on or after the Closing Date.



1.3    Instruction of Share Deposit Bank. Subject to the fulfilment or waiver of

       the conditions in clauses 3.1 and 3.2 and subject to the condition

       precedent of the payment of the Share Purchase Price in accordance with

       clauses 2.1 and 2.2, Seller hereby irrevocably instructs the Share

       Deposit Bank with effect from the Closing Date to hold (verwahren) the

       Shares for Purchaser and to transfer the Shares to the share deposit

       account of Purchaser (details of which (including bank, bank sorting code

       and account number) Purchaser will provide to Seller in writing not less

       than five (5) Business Days prior to the Closing Date) and authorises

       Purchaser to notify the Share Deposit Bank of such instructions in

       accordance with clause 3.5.







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2.     PURCHASE PRICE



2.1    Purchase Price. The purchase price for the Shares shall be EUR 2.75 per

       share in cash. The aggregate share purchase price (the "SHARE PURCHASE

       PRICE") payable to the Seller is as set forth on the signature page

       hereof.



2.2    Payment of Share Purchase Price. Subject to the terms of this Agreement,

       Purchaser agrees that the Share Purchase Price shall be paid by Purchaser

       to Seller on the date which is twelve (12) Business Days after the

       Effective Date as consideration for the sale by Seller of the Shares as

       provided in clauses 1.2 and 1.3, provided that if this Agreement

       terminates under clause 7 Seller shall forthwith and, in any event, no

       later than three (3) Business Days following such termination repay the

       Share Purchase Price in full to Purchaser.

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