EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered into on
this  19th  day of  November,  1997,  by and  between  PLM  INTERNATIONAL,  INC.
("Employer") and Susan C. Santo ("Employee").

         WHEREAS,  the Board of Directors  deems it in the best  interest of the
shareholders  of the Employer to maintain a  continuity  of  management,  and to
retain an experienced, successful and proven management team; and

         WHEREAS,  Susan C. Santo has accepted the  appointment of the Board of
Directors to the position(s)of Vice President, Secretary and General Counsel:

                               W I T N E S S E T H

         That in  consideration of the covenants,  duties,  terms and conditions
hereinafter set forth, the parties hereto agree as follows:

         1. Services. Employer hereby engages the exclusive services of Employee
as Vice President,  Secretary and General Counsel, with her powers and duties in
that capacity to be determined  by Employer's  Board of Directors,  and Employee
hereby  agrees to  perform  such  services  on the terms and  conditions  herein
contained  and to abide by all  rules and  regulations  for the  conduct  of the
Employee that are now or may hereafter be established by Employer. In connection
with this Agreement,  Employee shall be based at the principal executive offices
of Employer or at such  location as may be  designated  from time to time by the
Board of  Directors  of  Employer,  except  for  required  travel on  Employer's
business to an extent  substantially  consistent  with present  business  travel
obligations.

         2.  Employment  Term. The term of this Agreement  shall commence on the
date hereof (the  "Commencement  Date"),  and shall  continue for 3 year(s) (the
"Original  Term")  unless  terminated  pursuant  to  Sections  10 or 11 of  this
Agreement.  One year from the Commencement Date and each anniversary thereafter,
the term of this Agreement  shall be  automatically  extended one (1) additional
year unless prior to such  anniversary  of the  Commencement  Date, the Employer
shall have delivered to the Employee notice of a determination  made pursuant to
Section  10.1(C) of this  Agreement,  or Employee  shall have  delivered  to the
Employer written notice that the term of this Agreement shall not be extended.

         3. Compensation.

         3.1  Employer  shall  pay to  Employee  as  full  compensation  for all
services  performed,  the sum of One Hundred Seventy Thousand Dollars ($170,000)
per year (or such  higher  amount as may be agreed to by Employer  and  Employee
from time to time)(the  original amount or the adjusted  amount,  if applicable,
being the "Base Salary") payable in equal semi-monthly installments.  Employee's
compensation  may be adjusted from time to time, but it may not be reduced below
the Base Salary without the Employee's prior written consent.

         3.2 Employer  may deduct and  withhold  from all payments to be made to
Employee  hereunder the amounts required or permitted to be deducted or withheld
pursuant  to  any  provisions  of  any  present  or  future  applicable  law  or
regulation,  together with the right and authority to pay any such deductions or
withholdings  over to any party  entitled to the same pursuant to the provisions
of any such law or regulation.

         4. Bonus. The Employee shall be eligible to participate in any bonus or
incentive  compensation  plan for which  Employee or other senior  executives of
Employer may  reasonably  expect to  participate  (the  "Incentive  Compensation
Plan").  To the  extent  not  otherwise  determined  pursuant  to the  Incentive
Compensation  Plan,  the Board of Directors  shall have the sole  discretion  to
determine the amount of such bonus, or incentive compensation, if any.

         5. Other  Benefits.  Employer  shall maintain in full force and effect,
and Employee shall be entitled to continue to participate  in, all of Employer's
employee  benefit plans and  arrangements  in effect on the date hereof in which
Employee  participates,  or such other plans or arrangements  that would provide
Employee with substantially  equivalent benefits  thereunder  (including without
limitation  each  pension  and  retirement  plan and  arrangement,  supplemental
pension and retirement plan and  arrangement,  stock option plan, life insurance
plan  and  arrangement,  health  and  accident  plan  and  arrangement,  medical
insurance plan and arrangement, disability plan and arrangement, survivor income
plan and arrangement,  relocation plan and vacation plan)(the  "Employee Benefit
Plans");  provided,  however,  that  this  Section  5 shall  not apply to any of
Employer's Incentive  Compensation Plan(s).  Employer shall not make any changes
in such plans or arrangements  which would adversely affect Employee's rights or
benefits thereunder,  unless such change occurs pursuant to a program applicable
to all  employees  or  executives  of the  Employer  and  does not  result  in a
proportionately  greater  reduction in the rights of or benefits to the Employee
as compared with any other employee or executive of the Employer. Employee shall
be entitled to  participate in and receive  benefits under any Employee  Benefit
Plan or  arrangement  made available by Employer in the future to its employees,
executives or key  management  employees,  subject to and on a basis  consistent
with  the  terms,  conditions  and  overall  administration  of such  plans  and
arrangements.  Nothing  paid to the  Employee  under  any  plan  or  arrangement
presently  in effect or made  available  in the future  shall be deemed to be in
lieu of the salary  payable to the  Employee  pursuant  to Section 3.1 hereof or
pursuant to an Incentive  Compensation Plan as provided in Section 4 hereof. Any
payments or  benefits  payable to the  Employee  hereunder  with  respect to any
calendar  year during  which  Employee is employed by Employer for less than the
entire such year shall,  unless  otherwise  provided in the  applicable  plan or
arrangement,  be prorated in accordance with the number of days in such calendar
year  during  which she is  employed;  provided,  however,  benefits or payments
payable to Employee  under any life insurance  plan or  arrangement,  health and
accident plan or arrangement or disability plan or arrangement  shall be payable
on behalf of Employee by Employer for a period of six months  after  termination
of employment hereunder.

         6. Other Interests. Employee shall devote her time and attention solely
to the business and interest of Employer,  and Employer shall be entitled to all
the  benefits  arising  from or  incident  to  Employee's  services.  During the
employment term,  Employee shall not, without Employer's  written consent,  have
any interest in any business which conflicts  either directly or indirectly with
Employer's  business,  except that  Employee may hold an interest not  exceeding
five percent (5%) in any corporation whose stock is publicly traded.

          7. Confidentiality. It is specifically understood and agreed that some
of the Employer's  business activities are secret in nature and constitute trade
secrets,  including  but  not  limited  to  Employer's  "know-how",  methods  of
production  and  manufacturing,  ideas and results of research and  development,
specifications of equipment and materials, profit margins, planning information,
projections,  customer and supplier information,  reports, analyses, agreements,
as well as  financial  data  and  reports.  All  Employer's  trade  secrets  and
proprietary  information are and shall be the property of Employer,  for its own
exclusive  use and benefit,  and Employee  agrees that she will hold the same in
strictest  confidence  and will not at any  time,  either  during  or after  her
employment  by the  Employer,  use or  permit  the use of the  same  for her own
benefit  or  for  the  benefit  of  others  unless  authorized  to do so by  the
Employer's  written  consent or by a contract or agreement to which the Employer
is a party or by which it is bound.


<PAGE>


          8. Services Furnished.  During the term of Employee's  employment with
Employer,  Employer  shall  furnish  Employee  with  office  space,  secretarial
assistance  and such  other  facilities  and  service  as have  heretofore  been
furnished to Employee.

          9.  Other  Positions.  Employee  agrees  to serve  without  additional
compensation  (other than  compensation  accruing to any other person serving in
such capacity), if elected or appointed a director of the Employer or any of its
subsidiaries,  provided that Employee is indemnified  for serving in any and all
such  capacities on a basis no less favorable  than is currently  provided other
directors.

         10.  Termination by Employer.  Employee's  employment  hereunder may be
terminated  by  Employer  without  any breach of this  Agreement  only under the
following circumstances:

         10.1 If occurring prior to a Change in Control (as hereinafter  defined
in Section 11):

                  (A) Death.  Employee's  employment  hereunder  shall terminate
upon her death.

                  (B) Disability.  If, as a result of Employee's  incapacity due
to physical or mental illness,  Employee shall have been absent or substantially
absent from her duties  hereunder for the entire  period of six (6)  consecutive
months, and within thirty (30) days after written notice of termination is given
(which  may occur  before or after the end of such six month  period)  shall not
have returned to the performance of her duties  hereunder on a full- time basis,
Employer may terminate Employee's  employment  hereunder.  Employee's absence or
substantial absence from her duties will be treated as resulting from incapacity
due to physical or mental illness if Employee is "totally  disabled from her own
occupation."  Total  disability  from Employee's own occupation will exist where
(1) because of sickness or injury,  Employee cannot perform the important duties
of her  occupation,  (2)  Employee  is  either  receiving  Doctor's  Care or has
furnished  written proof acceptable to Employer that further Doctor's Care would
be of no benefit,  and (3) Employee  does not work at all.  Doctor's  Care means
regular  and  personal  care  of  a  Doctor,  which,  under  prevailing  medical
standards, is appropriate for the condition causing the disability.

                  (C) Without Cause.  This  Agreement may be terminated  without
cause, in the sole, absolute and unreviewable discretion of Employer, by written
notice made by the  President  of  Employer.  Such  notice  shall state that the
President of Employer  has  determined  that it is in the best  interests of the
Employer or its  shareholders  to terminate  this  Agreement and the  Employee's
employment hereunder.

         10.2 If occurring  subsequent to or resulting  from a Change in Control
(as hereinafter defined in Section 11):

                  (A) Death.  Employee's  employment  hereunder  shall terminate
upon her death.

                  (B) Disability.  If, as a result of Employee's  incapacity due
to physical or mental illness  Employee shall have been absent or  substantially
absent from her duties  hereunder for the entire  period of six (6)  consecutive
months, and within thirty (30) days after written notice of termination is given
(which may occur  before or after the end of such  six-month  period)  shall not
have returned to the  performance of her duties  hereunder on a full time basis,
Employer  may  terminate  Employee's  employment  hereunder.  Incapacity  due to
physical or mental illness will be determined as provided in Section 10.1(B); or

                  (C)  Cause.   Employer  may  terminate  Employee's  employment
hereunder for Cause. For purposes of this Agreement, "Cause" shall mean:

                            (i) the willful and continued failure by Employee to
perform her duties hereunder  (other than any failure  resulting from Employee's
incapacity  due to  physical or mental  illness)  after  demand for  substantial
performance is delivered by Employer,  which demand specifically  identifies the
manner in which Employee has not substantially performed her duties;

                            (ii) the willful and intentional act by the Employee
that is, in the reasonable  determination of the Employer,  materially injurious
to the Employer, monetarily or otherwise;

                            (iii) the  breach by the  Employee  of any  material
covenant of this Agreement; or

                            (iv)  the  conviction  of the  Employee  of a  crime
involving  an act of  moral  turpitude  or which  is a  felony  resulting  in or
intended to result,  directly or indirectly,  in gain or personal  enrichment of
the Employee,  relations of the Employee,  or their affiliates at the expense of
the Employer.

                  For purposes of this Section 10, no act, or failure to act, on
Employee's part shall be considered  willful unless done, or omitted to be done,
by her not in good faith and without the reasonable belief that her action(s) or
omission(s)  was  in  the  best  interests  of  the  Employer.  Furthermore,  no
termination  of  Employee's  employment  shall  be  effective  until  Notice  of
Termination is given to Employee by Employer.

         11.  Termination  by Employee.  Employee may terminate  her  employment
hereunder upon thirty (30) days' written  notice to Employer for any reason.  If
Employee terminates her employment  hereunder  subsequent to a Change in Control
(as  hereinafter  defined) and such  termination  is made for any of the reasons
listed below,  then such termination  shall be deemed to have been done for good
reason ("Good Reason").

                  Reasons constituting Good Reason shall be limited to:

                  (A) any breach by Employer of any  material  provision of this
Agreement  which has not been cured within ten (10) days after written notice of
such non-compliance is given by Employee to Employer;

                  (B)  any   demonstrable   and  material   diminution   of  the
compensation, duties, responsibilities,  authority or powers of Employee as such
relate to any  positions or offices held by Employee  immediately  prior to such
Change in Control;  provided that Employee provides a reasonable  description of
any such  diminution(s) and a statement that Employee finds, in good faith, that
the  acts  or   omissions   to  act   causing   such   diminution   in   duties,
responsibilities,  authority or powers to be a material  diminution and that, as
such, she elects to terminate her employment hereunder for Good Reason;

                  (C) the taking of, or failure to take,  any action by Employer
which would deprive  Employee of any material fringe benefit enjoyed at the time
of such Change in Control or the failure of Employer to include  Employee in any
Employee  Benefit  Plan or  Incentive  Compensation  Plan for which  Employee is
properly  eligible  including  the failure to pay Employee  the amount,  if any,
determined  in good  faith to be due and  owing  Employee  pursuant  to any such
Employee Benefit Plan or Incentive Compensation Plan; or

                  (D) any requirement by the Employer that Employee relocate her
primary  business  office to a geographical  area greater than twenty (20) miles
from Employer's principal executive offices as existing immediately prior to the
applicable  Change in Control or, if  Employee is based in an office  other than
Employer's  principal executive office, the office of Employer where Employee is
based immediately prior to the most recent Change in Control.

                  For purposes of this  Agreement,  a "Change in Control"  shall
mean an event or series of events  which  would be  required  to be  reported in
response to Item 6(e) of Schedule 14A of Regulation  14A  promulgated  under the
Securities Exchange Act of 1934 (the "Exchange Act"), as amended;  provided that
the  following  events  shall be  deemed  a Change  in  Control  whether  or not
reportable  as a Change in Control  pursuant to  Regulation  14A of the Exchange
Act:

                  (i) any "person"  [as such term is used in Sections  13(d) and
14(d) of the  Exchange  Act,  as in  effect  on the date  hereof  (a  "Person")]
acquiring  "beneficial  ownership"  [as defined in Rule 13D-3 under the Exchange
Act, as in effect on the date hereof ("Beneficial  Ownership")] of securities of
the  Employer  representing  36% or more of the  combined  voting  power  of the
Employer's then outstanding securities;

                  (ii) any Person,  who does not have  Beneficial  Ownership  of
securities of the Employer  representing 5% or more of the combined voting power
of the  outstanding  securities  of the Employer on the date  hereof,  acquiring
Beneficial  Ownership  of more  than  15% of the  combined  voting  power of the
securities of the Employer then outstanding; or

                  (iii) a change in the Board of Directors,  which change is the
result of a proxy  solicitation(s)  or other action(s) to influence  voting at a
shareholders' meeting of the Company (other than by voting one's own stock) by a
Person or group of Persons  who has  Beneficial  Ownership  of 5% or more of the
combined  voting  power of the  securities  of the Employer and which causes the
Continuing  Directors to cease to be a majority of the Board of Directors of the
Employer;  provided,  however, that none of the foregoing events shall be deemed
to be a Change in Control if the  event(s) or  election(s)  causing  such change
shall have been  approved  specifically  for  purposes of this  Agreement by the
affirmative  vote of at  least  a  majority  of the  members  of the  Continuing
Directors.

                  For purposes of this Agreement,  "Continuing  Directors" shall
mean a member  of the  Board of  Directors  who (i) is a member  of the Board of
Directors on the date hereof,  or (ii) who subsequently  becomes a member of the
Board of Directors and who either (x) is appointed or  recommended  for election
with the affirmative  vote of a majority of the Directors then in office who are
Directors on the date hereof,  or (y) is appointed or  recommended  for election
with the affirmative  vote of a majority of the Directors then in office who are
described in subsections (i) and (ii)(x) above, as applicable.

         12.      Compensation Upon Termination or During Disability.

         12.1  During  any period  that  Employee  fails to  perform  her duties
hereunder as a result of incapacity due to physical or mental illness,  Employee
shall  continue  to receive  her full Base Salary at the rate then in effect for
such period until her employment is terminated pursuant to Section 10 hereof.

         12.2 If Employee's  employment  is  terminated  by her death,  Employer
shall pay to Employee's  spouse, or if Employee leaves no spouse, to her estate,
commencing on the next  succeeding  day which is the last day of the month,  and
monthly  thereafter  on the  last  day of each  month,  until a total  of  three
payments  have been made,  an amount  equal to one twelfth of the Base Salary in
effect immediately prior to such termination.

         12.3 If  Employee's  employment  shall be  terminated  for  Cause,  the
Employer  shall pay  Employee  her full  Base  Salary  through  the date of such
termination at the rate in effect at the time Notice of Termination is given and
the  Employer  shall  have no further  obligations  to the  Employee  under this
Agreement.

         12.4  If  (A)  Employer  shall  terminate  the  Employee's   employment
hereunder other than as permitted hereby or (B) the Employee shall terminate her
employment  for Good  Reason,  then  Employer  shall pay  Employee in cash or by
cashier's check within five (5) business days of such  termination as Employee's
sole remedy for such  termination  the sum of (1) Employee's  Base Salary or, if
greater,  the  base  compensation  rate  in  effect  immediately  prior  to such
termination, multiplied by a number equal to the number of years in the Original
Term,  (2) an amount  equal to the greater of the amount paid and/or  payable to
Employee or accrued by the  Employer  for  Employee  pursuant to all  applicable
Incentive  Compensation  Plans (i) for the fiscal year of the Employer  prior to
the fiscal year of any Change in Control or (ii) for the  immediately  preceding
fiscal year of the  Employer  (even  though in either (i) or (ii) payable in the
next succeeding fiscal year(s) of Employer), multiplied by a number equal to the
number of years in the Original  Term,  and (3) all cash amounts due pursuant to
Section 5 hereof.  The receipt of such payments shall constitute the sole remedy
of  Employee  for  such  termination  and  the  making  of such  payments  shall
constitute  full  performance by Employer under this  Agreement.  For purpose of
this Section 12.4 only, the Original Term, if greater than 2.99 years,  shall be
2.99 years.

         12.5 If the Employee shall terminate her employment pursuant to Section
11 hereof for any reason other than Good Reason, Employer shall pay Employee her
full Base Salary  through the date of such  termination at the rate in effect at
the time Notice of Termination is given.

         12.6 If Employee's  employment shall be terminated  pursuant to Section
10.1 (C) then  Employer  shall pay  Employee  and  provide  benefits to Employee
pursuant to the standard policy of Employer.

         12.7 The  Employee  shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise.

         13. Stock Options. In the event Employee's  employment with Employer is
terminated  pursuant  to  Section  11 for Good  Reason,  any and all  options to
purchase  stock (common or otherwise)  in the Employer  granted  pursuant to any
plan or otherwise,  or any equivalent or similar rights which appreciate or tend
to appreciate as the value of the  Employer's  stock  appreciates,  shall become
immediately accelerated and fully vested and any restrictions on such options or
equivalent or similar rights shall, to the extent  permissible  under applicable
securities laws, fully lapse.  Employer shall endeavor to cause any restrictions
on such options or equivalent or similar  rights not lapsed by operation of this
Section 13 to so lapse.

         14.  Covenant  not  to  Compete.  Employee,  in  consideration  of  the
compensation  and  other  benefits  to be  received  by  her  pursuant  to  this
Agreement,  expressly  agrees  that she will not,  within a radius of fifty (50)
miles from any place of business of the Employer, engage directly or indirectly,
as employee,  principal,  agent, partner,  director or independent contractor or
otherwise in any  business  which is  competitive  to that of the Employer for a
period  equal to the  Original  Term  after  she  ceases to be  employed  by the
Employer.

         15.  Non-solicitation.  Except in the case of a termination pursuant to
Section 11 for Good Reason,  for a period equal to the Original  Term  following
termination of this Agreement, Employee shall not directly or indirectly solicit
any of Employer's customers existing as of the date of termination.  If Employee
violates  this  Section  15,  Section 14 or the  confidentiality  provisions  of
Section 7, and continues to do so after  Employer has notified  Employee of such
violation, Employer shall have the right to seek equitable restraint of Employee
from such  activities in  contravention  of the  provisions  of this  Agreement,
including seeking and obtaining a temporary  restraining order and/or injunction
against   Employee;   provided  that  Employer   demonstrates   that  Employee's
solicitations result in direct financial detriment to Employer.

         16. Arbitration.  Except as provided in Section 15, if a dispute arises
between  Employer and Employee  concerning  termination of this Agreement  under
Section 10 or 11 above or otherwise,  the disputed  matter shall be submitted to
arbitration.  Any disputed matter shall be settled by arbitration in the City of
San Francisco,  California in accordance with the labor arbitration rules of the
American  Arbitration  Association  ("AAA  Rules").  Any judgment upon the award
rendered  by the  arbitrators  may be entered in any court  having  jurisdiction
thereof.  The  arbitrators  shall have the  authority to grant any equitable and
legal remedies that would be available in any judicial proceeding  instituted to
resolve the disputed matter. The arbitrators shall apply the law of the State of
California in making any determination  hereunder.  Notwithstanding  anything to
the contrary  which may now or  hereafter  be  contained  in the AAA Rules,  the
parties agree any such  arbitration  shall be conducted  before a panel of three
arbitrators  who  shall  be  compensated  for  their  services  at a rate  to be
determined by the American Arbitration  Association in the event the parties are
not able to agree  upon their rate of  compensation.  Each party  shall have the
right to appoint  one  arbitrator  (to be  appointed  within  twenty days of the
notice  of a  dispute  to be  resolved  by  arbitration  hereunder)  and the two
arbitrators  so chosen  shall  mutually  agree upon the  selection  of the third
impartial arbitrator. The majority decision of the arbitrators will be final and
conclusive upon the parties hereto.

         17. Taxes.  Notwithstanding  anything herein to the contrary,  Employer
shall not be  obligated  to pay any portion of any amount  otherwise  payable to
Employee  hereunder  if Employer is not  reasonably  able to deduct such portion
(the  "Excess  Amount")  solely by  operation  of  Section  280G (or such  other
provision(s) as may from time to time be enacted  governing the deductibility of
so- called "Golden Parachute Payments") of the Internal Revenue Code of 1986, as
amended (the "Code").  Employer  shall be deemed able to reasonably  deduct such
Excess Amount; and all amounts accruing hereunder,  including the Excess Amount,
shall be paid Employee in the event Employee  delivers to Employer an opinion of
an attorney that is reasonably acceptable to Employer stating such Excess Amount
is reasonably deductible by Employer by operation of Section 280G (or such other
provisions as may from time to time be enacted  governing the  deductibility  of
so-called "Golden Parachute Payments") of the Code.

         18.      Miscellaneous.

                  18.1 Written notices  required by this Agreement shall be sent
to Employer or Employee by certified mail, with a return receipt  requested,  to
Employer's registered address and to Employee's last shown address on Employer's
records,  respectively.  Such notice  shall be deemed to be  delivered  two days
after mailing.

                  18.2   This   Agreement   contains   the  full  and   complete
understanding of the parties and supersedes all prior representations, promises,
agreements, and warranties, whether oral or written.

                  18.3 This  Agreement  shall be  governed  by and  interpreted
according to the laws of the State of California.

                  18.4 With respect to Employer,  this Agreement  shall inure to
the benefit of and be binding upon any  successors or assigns of Employer.  With
respect to Employee, this Agreement shall not be assignable,  but shall inure to
the benefit of and be binding  upon the heirs,  executors,  administrators,  and
successors of Employee.

                  18.5 The  captions of the various  sections of this  Agreement
are inserted only for convenience and shall not be considered in construing this
Agreement.

                  18.6 This  Agreement  can be  modified,  amended or any of its
terms waived only by a writing signed by both parties.

                  18.7 If any provision of this Agreement shall be held invalid,
illegal or unenforceable, the remaining provisions of the Agreement shall remain
in full force and effect and the  invalid,  illegal or  unenforceable  provision
shall be  limited or  eliminated  only to the extent  necessary  to remove  such
invalidity, illegality or unenforceability in accordance with the applicable law
at that time.

                  18.8 Without  limiting the provisions of Section 16, if either
party institutes arbitration  proceedings pursuant to Section 16 or an action to
enforce the terms of this Agreement,  the prevailing party in such proceeding or
action  shall be  entitled  to recover  reasonable  attorneys'  fees,  costs and
expenses.

                  18.9  No  remedy  made  available  to  Employer  by any of the
provisions  of this  Agreement is intended to be exclusive of any other  remedy.
Each and every  remedy  shall be  cumulative  and shall be in  addition to every
other  remedy  given  hereunder  as well as those  remedies  existing at law, in
equity, by statute or otherwise.

                  IN WITNESS  WHEREOF,  this  Agreement has been executed on the
day and year specified above.


                                      EMPLOYER:

                                      PLM INTERNATIONAL, INC.



                                      By: /s/Robert N. Tidball
                                      Its: President and Chief Executive
                                           Officer
ATTEST:


 /s/ Christopher Delyani

                                      EMPLOYEE:



                                      /s/Susan C. Santo
                                      Susan C. Santo
ATTEST:

/s/Lorraine Schwerin