EXECUTIVE DEFERRED COMPENSATION AGREEMENT


      This EXECUTIVE DEFERRED COMPENSATION  AGREEMENT (this "Agreement") is made
this 7th day of July, 1993, by and between PLM  International,  Inc., a Delaware
corporation, its affiliates and subsidiaries (collectively,  the "Company"), and
DOUGLAS P. GOODRICH ("Executive").

                                    RECITALS:

      A. Executive is a management employee of the Company,  serving the Company
in such capacity as the  Company's  board of directors or officers may designate
from time to time.

      B. The Company and Executive  have,  prior to the date of this  Agreement,
agreed, and shall in the future, apart from this Agreement,  agree, from time to
time, on the amount(s) that the Company is to pay Executive as Executive's basic
current cash compensation (that is, Executive's salary,  hereinafter referred to
as  Executive's  "Salary"),  as well as on other  amounts  of  compensation  for
personal services (including, but not by way of limitation, bonuses, consultancy
fees, and commissions).

      C. In consideration of the personal  services  required to be performed by
Executive in order for Executive or  Executive's  Beneficiary  to receive any of
the benefits provided under this Agreement, and in recognition of the importance
that certain of the Company's management  employees,  now and in the future, may
place upon its actions to secure adequate  retirement and death benefits for its
management employees -- but specifically disavowing any intention of setting any
policy or  precedent,  binding or otherwise,  with respect to the  retirement or
death benefits,  if any, that the Company may at any time, now or in the future,
decide to provide to any of its employees,  management or otherwise,  other than
Executive  -- the  Company  desires  to make  provision  for  pension  and death
benefits for Executive, as specified in the provisions of this Agreement.

                     WHEREFORE THE PARTIES AGREE AS FOLLOWS:

      1.      Deferred Compensation Benefits

              1.1  Commencing  on the  first  Business  Day of any  Compensation
Period, and continuing on the first Business Day of each of the following months
until the end of such  Compensation  Period,  the Company  shall pay Executive a
Monthly  Executive  Deferred  Compensation  Benefit  under this  Agreement.  The
Monthly Executive Deferred  Compensation  Benefit shall be computed according to
the following formula:

              Monthly Executive  Deferred  Compensation  Benefit = VF (AF (S/M))
where "S"  equals  the sum of all of the  amounts  paid to  Executive  as Salary
during  Executive's  last 60 months  of  employment  with the  Company  (or,  if
Executive was an employee of the Company for less than 60 months,  during all of
Executive's months of employment with the Company),  "M" is the number of months
in the  period  of  consecutive  months  used in the  computation  of S, "AF" is
Executive's Accrual Factor, and "VF" is Executive's Vesting Factor.

              1.2 For the purposes of paragraph 1.1, a month of employment shall
be any calendar  month during which  Executive has been a full-time  employee of
the  Company at all  times.  In  computing  the  number of months  during  which
Executive was employed by the Company preceding a Compensation  Period,  periods
of normal paid vacation or of paid leave, of whatever type,  shall be treated as
periods  during which  Executive  was a full-time  employee of the Company.  Any
unpaid leave of absence taken by Executive  with the Company's  consent shall be
treated  (a) as  beginning  on the first day of the  calendar  month in which it
actually  began  and  ending on the last day of the  calendar  month in which it
actually  ended,  and (b) as a period during which Executive was not a full-time
employee of the Company.

              1.3 Except as otherwise  provided in this  Agreement,  Executive's
"Accrual Factor" shall be determined under the following table:

                Years of Service                         Accrual Factor
                -------------------------------------------------------
                      1                                        5%
                      2                                       10%
                      3                                       15%
                      4                                       20%
                      5                                       25%
                      6                                       30%
                      7                                       35%
                      8                                       40%
                      9                                       45%
                     10                                       50%
                     11                                       55%
                     12                                       60%
                     13                                       65%
                     14                                       70%
                     15   or more                             75%

For the purpose of determining Executive's Accrual Factor under the above table,
a "Year of Service" shall be any calendar year during which  Executive is or was
actually employed by the Company as a full-time  employee for at least 40 weeks.
For the purpose of the preceding sentence, any calendar week shall be treated as
a week of  full-time  employment  if Executive  was a full-time  employee of the
Company on any day during such week.

              1.4  Except as  provided  in  paragraph  l.5,  or Section 6 or 12,
Executive's "Vesting Factor" shall be determined under the following table:

                     Years of Service
                     Occurring After
                     Calendar Year 1985                  Vesting Factor

                           1                                         0%
                           2                                         0%
                           3                                         0%
                           4                                         0%
                           5 or more                               100%

Fr the purpose of determining Executive's Vesting Factor under the above table,
aYear of Service  shall be computed in the same manner as a Year of Service for
the purpose of computing  Executive's Accrual Factor under paragraph l.3, except
that calendar  years  preceding  the calendar  year in which this  Agreement was
entered  into by and  between the Company  and  Executive  (or, if earlier,  the
calendar year of any prior Agreement which this Agreement  supersedes) shall not
be counted.

              1.5  Notwithstanding  anything  that  might  otherwise  be to  the
contrary in paragraph 1.4, if Executive  terminates  employment with the Company
on account of a Layoff, or on account of his or her death or a period of illness
ending  in death,  Executive's  Vesting  Factor  shall be  determined  under the
following table:

                   Years of Service
                   Occurring After
                   Calendar Year 1985                  Vesting Factor

                         1                                        20%
                         2                                        40%
                         3                                        60%
                         4                                        80%
                         5 or more                               100%

              For the purposes of this  paragraph  l.5, a "Layoff"  shall mean a
termination  of  employment  initiated  by the  Company  as  part  of a  general
reduction in the size of the Company's work force or management in response to a
reduction in the volume,  or a structural change in the nature of, the Company's
business,  or its manner of conducting business,  where the circumstances of the
termination indicate that the Executive's job performance has not generally been
unsatisfactory  and that, but for the reduction in the volume,  or change in the
structural  nature  of the  Company's  business,  or its  manner  of  conducting
business, the Company would probably not have terminated Executive's employment.

              l.6 The  "Compensation  Period" shall be the period of consecutive
calendar  months  commencing  with the first Business Day of the second calendar
month following the later of (a) the calendar month in which  Executive  attains
age 60, or (b) the calendar month in which Executive terminates  employment with
the  Company,  and ending with the last day of the  earlier of (x) the  calendar
month  following the calendar month in which Executive again becomes an employee
of the Company,  or (y) the last day of the 59th month following the first month
of the Compensation Period.

              l.7 For the purposes of this Agreement,  a "Business Day" shall be
any day other than Saturday,  Sunday, or a Holiday. A "Holiday" shall be any day
on which the Company's Executive offices are not open for general business,  and
on which the  Company's  nonmanagement  employees are not required to report for
work other than by special arrangement.

              l.8 For the purpose of this  Agreement,  the terms  "employee" and
"employment"  shall  have  their  common law  meanings,  and shall not  include,
respectively,  an independent  contractor or the work  relationship  between the
Company and an independent contractor.

              l.9 (a) For the purpose of computing  Executive's  Accrual Factor,
any period of time during which  Executive  was employed by any of the following
employers  shall be  treated  as a period of time  during  which  Executive  was
employed by the  Company,  so that if  Executive  has been  employed by any such
employer he shall be in the same position with respect to the computation of his
Accrual  Factor as he would be had his service (Years of Service and any portion
of any Year of Service) for such employer been service with the Company:

                     PLM Companies, Inc.
                     Transcisco Industries, Inc.
                     PLM International, Inc.

              l.9 (b) For the purposes of computing  Executive's Vesting Factor,
any period of time during which  Executive  was employed by any of the following
employers  shall be  treated  as a period of time  during  which  Executive  was
employed by the  Company,  so that if  Executive  has been  employed by any such
employer he shall be in the same position with respect to the computation of his
Vesting  Factor as he would be had his service (Years of Service and any portion
of any Year of Service) for such employer been service with the Company:

                     PLM Companies, Inc.
                     Transcisco Industries, Inc.
                     PLM International, Inc.

      2.      Reduction for Prior Payments

              If Monthly Executive Deferred Compensation Benefit payments become
payable  under  Section l of this  Agreement,  and with  respect to any previous
Compensation  Period(s)  Executive has  previously  received  Monthly  Executive
Deferred  Compensation  Benefit  payments,  then,  notwithstanding  anything  in
Section l of this Agreement that might  otherwise be to the contrary,  the rules
provided  in  Section  l of  this  Agreement,  which  generally  provide  that a
Compensation  Period ends no later than the last day of the 59th calendar  month
after the first calendar month of the Compensation  Period,  shall be applied by
substituting  "the Nth calendar  month" for "the 59th calendar month" each place
"the  59th  calendar  month"  appears,  where  "N" is  the  number  obtained  by
subtracting from 59 the total number of Monthly Executive Deferred  Compensation
Benefit payments  previously  received by Executive with respect to any previous
Compensation Period(s).

      3.      Death Benefits

              3.1 If  Executive  dies during a  Compensation  Period the Company
shall continue to make Monthly Executive Deferred Compensation Benefit payments,
until the end of the Compensation Period,  exactly as if Executive had not died,
except that,  commencing with the first Monthly Executive  Compensation  Benefit
payment  payable after the l0th  Business Day  following  the  Company's  actual
receipt of notice of Executive's death, all remaining Monthly Executive Deferred
Compensation Benefit payments shall be paid to Executive's Beneficiary.

              3.2 If  Executive  dies other than during a  Compensation  Period,
then  Executive  shall be assumed for all purposes of this Agreement to have (a)
terminated  employment  with the Company (i) if the Executive is not employed by
the  Company  at the  time of his  death,  on the day  Executive  actually  last
terminated  employment  with the Company or (ii) if the Executive is employed by
the  Company at the time of his  death,  on the first day of the  calendar  year
following  the calendar  year in which  Executive  actually  died (in which case
Executive  shall be assumed to have  provided his or her services to the Company
until such date on a full-time basis),  (b) survived until the attainment of age
60, and (c) died on the second day of the second calendar month following his or
her  attainment of age 60. The provisions of paragraph 3.l shall then be applied
using the assumed facts set forth in the previous sentence.

              3.3    Executive's Beneficiary shall be:

              (a) such person as Executive  may have  instructed in an unrevoked
writing  delivered  to  the  Company's  General  Counsel,  and  accepted  by the
Company's  General  Counsel for the purpose of  designating a Beneficiary  under
this Agreement; otherwise,

              (b) such person as Executive may have  designated  in  Executive's
last will and testament duly admitted to probate; otherwise,

              (c) Executive's estate.

              3.4  Notwithstanding  anything  contained in this  Agreement  that
might  otherwise  be to the  contrary,  no  amount  constituting  property  of a
surviving or former spouse of Executive due to the  application of any community
or other  marital  property  law  shall be paid to any  person  other  than such
surviving or former spouse, or such surviving or former spouse's estate, without
the written  consent of such surviving or former  spouse,  or of the executor or
administrator of such surviving or former spouse's  estate.  Prior to making any
payment under this Agreement the Company may require the potential  recipient of
such  payment  to supply  the  Company  with  such  proof as the  Company  shall
reasonably  require to ensure  that the payment in  question  complies  with the
provisions of this paragraph 3.4.

      4.      Source of Payments

              The Deferred  Compensation  Benefits  payable under this Agreement
are  non-transferable  and subject to substantial risks of forfeiture within the
meaning of section 83 of the Internal Revenue Code of 1986. The Company may, but
is not  required  to,  establish a trust or other fund  separate  and beyond the
reach of the  creditors  of the  Company  to secure  the  Deferred  Compensation
Benefits  payable under this Agreement.  In the event that such a trust or other
fund is  established  by the  Company,  the Company  may, but is not required to
contribute  any  specified  amounts or assets to such trust or other fund. It is
the intent  that the  Deferred  Compensation  Benefits  be paid from any amounts
available in such trust or other fund, however, in any event the Company remains
obligated  as  provided  under  this  Agreement  to  the  extent  that  Deferred
Compensation Benefits are not paid by such trust or other fund.

      5.      Acceleration of Payments

              Notwithstanding  anything  contained  in  Sections  l or 3 of this
Agreement  that might  otherwise  be to the  contrary,  the  Company's  Board of
Directors  shall have the power in its discretion to pay the total amount of any
Monthly  Executive  Compensation  Benefit payments that may become payable under
this Agreement either in a single sum or in a lesser number of installments than
if payments were made monthly as would otherwise be provided in Sections l or 3.
If the Company's Board of Directors decides to pay Executive's Monthly Executive
Compensation  Benefit as a single sum, or in such lesser number of installments,
then the dollar  amount(s))  owed by the  Company to  Executive  or  Executive's
Beneficiary  under  this  Agreement  shall be less  than the sum of the  nominal
dollar  amounts that would  otherwise be owed under  Sections l or 3 in order to
take into account the time value of money. The dollar amounts that shall be owed
by the  Company  under this  Agreement  in the case of a single  sum  payment or
payment  in a lesser  number of  installments  than would  otherwise  be made in
Sections l or 3 shall be the amount determined by:

              (a)  discounting  to  present  value,   using  generally  accepted
accounting  principles,  the stream of payments that would  otherwise be payable
under Sections l or 3 assuming that Executive's  Compensation  Period lasted for
as long as necessary to exhaust the Company's payment  obligation under Sections
l or 3 (taking into account any  reduction  of such  obligation  provided for by
Section  2  of  this  Agreement),  and  assuming  an  interest  rate  reasonably
approximate to the interest rate that the Company would pay a commercial  lender
in connection with a loan to the Company,  made at the time the payment is made,
of an amount approximately equal to the amount(s)) to be paid to Executive under
Sections l or 3 of this Agreement,  and for a term reasonably approximate to the
period over which such payments would be made; and,

              (b) increasing,  if appropriate,  to future value,  using the same
principles used in subparagraph (a) above,  the payment(s)  actually to be made,
taking into  account the time(s)  when such  payment(s))  is/are  actually to be
made.

      6.      Form of Payments

              6.1 Except as  provided  in Section  6.2 below,  all  payments  to
Executive under this Agreement shall be made in cash.

              6.2 If the Company makes one or more payment(s) to Executive under
Section 5, such payment(s) may, at Executive's  option be wholly or partially in
the form of one or more immediate or deferred annuity contracts on the sole life
of  the  Executive  or  jointly  on  the  lives  of  Executive  and  Executive's
Beneficiary, with any term certain or refund feature elected by Executive.

      7.      Forfeitures of Otherwise Vested Amounts

              Notwithstanding  anything  contained in this  Agreement that might
otherwise be to the  contrary,  Executive's  Vesting  Factor for the purposes of
paragraphs  l.4 and l.5 of  this  Agreement  shall,  if it is not  already  zero
percent, be reduced to zero percent and shall, forever thereafter,  remain, zero
percent if:

               (a) Executive resigns from the Company's  employment  against the
wishes of the Company;

               (b)  Executive  materially  breaches  any trade  secrets or other
confidentiality agreement between the Company and Executive;

               (c) Executive's  employment  terminates within the 48-consecutive
month period consisting of the 24 months immediately preceding and the 24 months
immediately  following the Company's  discovery of any  misconduct in connection
with Executive's employment, including fraud or embezzlement;

               (d) After  counseling  with respect to the  importance of such an
examination  to the financial  interests of the Company,  and after a reasonable
period for  deliberation,  Executive  refuses to  undergo  any  medical or other
examination in connection with the  acquisition or potential  acquisition of any
life insurance  policy,  annuity,  or other investment whose price may reflect a
mortality risk factor, that the Company may desire to acquire.

      8.      Service During Retirement or Disability

              8.1 Executive may continue to be involved in the Company's affairs
during a Compensation Period provided,  however, that Executive's involvement in
such affairs shall in no way be required as a condition of receiving any payment
under this  Agreement,  and  provided  that during any  Compensation  Period the
Company shall have no right under this Agreement to require Executive to perform
any services for, or otherwise be involved in the affairs of, the Company.

              8.2 If  Executive  provides  services  to  the  Company  during  a
Compensation Period, the compensation, if any, that Executive shall receive from
the  Company  for  such  services  shall  be  the  subject  of an  agreement  or
understanding  between  Executive and the Company other than this Agreement.  In
particular,  this Agreement shall not preclude or otherwise  affect  Executive's
receipt  of  compensation  from the  Company  for  services  performed  during a
Compensation  Period, nor shall any payments due under this Agreement be reduced
or offset by any such compensation.

      9.      Taxes

              9.1 If and to the extent that the Company determines in good faith
that any amount otherwise payable to Executive or Executive's  Beneficiary under
this Agreement is subject to Federal Insurance Contributions Act ("FICA") taxes,
California State Disability  Insurance ("SDI") taxes, or any other payroll taxes
(including,  but  not  by  way  of  limitation,  federal  or  state  income  tax
withholding  on  wages,  deferred  compensation,   disability  benefits,   death
benefits,  or  similar  amounts,  or any  federal  or state  withholding  tax on
employee wages, deferred compensation,  disability benefits,  death benefits, or
similar   amounts  that  may  be  enacted  after  the  date  of  this  Agreement
(collectively  "Employee Payroll Taxes"), then the Company (or the trust, as the
case may be) shall deduct from such amount the sum, if any, of:

              (a)  Executive's  portion as an employee or former employee of the
Company,  or  Executive's  Beneficiary  portion  or a  beneficiary  of a  former
employee of the Company -- but not the Company's  portion -- of FICA taxes under
Sections 3102 of the Internal Revenue Code of l986, as amended (the "Code"),  or
under any related or successor provision(s) of federal law;

              (b) SDI taxes under Sections 2901,  984, and 986 of the California
Unemployment  Insurance  Code,  or under any related or successor  provisions of
state law; and

              (c) the amount of any other applicable  Employee Payroll Taxes due
with respect to such gross  amounts,  to the extent that, as a matter of federal
or state tax law, they are imposed on Executive or Executive's Beneficiary.

              9.2 The amount of any  reduction(s)  under Section 9.l above shall
for the  purposes of this  Agreement  and for federal and state tax  purposes --
including  federal and state  payroll tax deposit and  reporting  purposes -- be
treated by the Company,  Executive,  or/and Executive's Beneficiary, as employee
FICA, SDI, or/and other Employee Payroll Taxes withheld from  Executive's  wages
or  benefits as an employee  or former  employee of the  Company,  or from other
appropriate amounts.

              9.3  Except  as  otherwise  provided  in  this  Section  9 of this
Agreement,  the gross  amounts  otherwise  payable to Executive  or  Executive's
Beneficiary  under this  Agreement  shall not be reduced on account of any other
taxes that may be imposed on the Company on account of or in connection with the
Company's payments to Executive or Executive's Beneficiary under this Agreement.

      10.     Automatic  Acceleration  of Vesting and Optional  Acceleration of
              Payment in the Case of A Change in Control; Section 280G Cutback

              10.1  Notwithstanding  anything  contained in this  Agreement that
might otherwise appear to the contrary other than Section 10.4 automatically, as
a consequence of the operation of this  Agreement,  and without any  requirement
for any approval on the part of the Company's  board of directors or any officer
or group of  officers of the  Company,  in the event of any Change in Control of
the  Company,  if  Executive  is an  employee of the Company at the time of such
Change in Control of the Company,  then  effective  with the  occurrence of such
Change in Control of the Company:

              (a) Executive  shall be treated for all purposes of this Agreement
as if  Executive  had  attained  age 60 on the first day of the second  calendar
month preceding the calendar month in which the Change in Control of the Company
occurs; and

              (b) Executive's Vesting Factor under Section l.4 of this Agreement
shall,  except as it may be affected by Section 7 of this Agreement prior to the
date of the Change in  Control of the  Company,  become and  forever  thereafter
remain 1.

              10.2  Moreover,   notwithstanding   anything   contained  in  this
Agreement that might otherwise appear to the contrary, in the case of any Change
in Control of the Company,  the  Company's  board of  directors  may at any time
direct that, in addition to the provision of Section 10.1 above,  this Agreement
shall be applied (a) if Executive  had already  terminated  employment  with the
Company  prior to the Change in  Control of the  Company,  as if  Executive  had
attained  age 60 on the first day of the second  calendar  month  preceding  the
calendar month in which the Change in Control of the Company occurred, or (b) if
Executive  was an  employee  of the  Company  on the date on which the Change in
Control of the Company occurred,  as if Executive had terminated employment with
the Company,  and had done so on the day  following  the day on which  Executive
shall be deemed to have attained age 60 under Section 10.1.

              10.3 Except than as provided in Section 11 below,  for purposes of
this  Agreement,  "Change in Control of the Company"  shall mean a change in the
ownership  of the  Company's  stock that would be  required  to be  reported  in
response to Item 6(e) of Schedule l4A of Regulation  l4A  promulgated  under the
Securities  Exchange Act of l934 as in effect on the date of this  Agreement or,
if such Item 6(e) is no longer in effect,  a change in  ownership  that would be
required  to be  reported  under any  regulation  issued by the  Securities  and
Exchange  Commission pursuant to the Securities Exchange Act of l934 that serves
similar purposes as such Item 6(e); provided however, that in any event a Change
in Control of the Company  shall be deemed to have  occurred if and when (a) any
"person"  (as  such  term is  used in  Sections  l3 (d) and l4  ((d)(2))  of the
Securities  Exchange Act of l934) is or becomes a beneficial owner,  directly or
indirectly,  of  securities  of the  Company  representing  more than 15% of the
combined voting power of the Company's then outstanding securities, or (b) there
is 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.
For purposes of the  preceding  sentence,  "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.

              10.4 (a)  Notwithstanding  anything that might otherwise be to the
contrary in this  Agreement,  if as a result of the application of Sections 10.1
or/and 10.2 of this  Agreement  Executive's  Vesting Factor or/and the timing of
any payments to  Executive  under this  Agreement  is/are  accelerated  upon the
occurrence  of a Change in  Control of the  Company,  then the  Executive  shall
engage outside  counsel ("280G  Counsel") to render an opinion as to whether the
payment of any amount or portion of any amount that would be paid by the Company
to Executive under this Agreement but for this Section 10.4 would, more probably
than not, be deductible for federal income tax purposes  notwithstanding Section
280G of the Code,  or any  successor  provision.  If 280G  Counsel  is unable to
render its opinion that the entire  amount  consisting  of the  aggregate of all
payments due  Executive  under this  Agreement  (disregarding  this Section 10.4
would, more probably than not, be deductible,  then 280G Counsel shall determine
the maximum present value of payments (using the present value rules  applicable
under  Section  280G) that,  in its opinion,  Executive  may receive  under this
Agreement  without any portion of any payment of such present value being,  more
probably than not,  nondeductible  for federal income tax purposes as the result
of the application of Section 280G of the Code (Executive's "280G Limit").  280G
Counsel shall then determine the number of months by which the period that would
otherwise  be  Executive's  Compensation  Period under this  Agreement  would be
required to be shortened (without increasing the amount determined under Section
l.l as Executive's  Monthly Deferred  Compensation  Benefit) so that the present
value of the amounts that Executive will receive under this Agreement  would not
exceed  Executive's  280G Limit.  The number of months that would  otherwise  be
included  in   Executive's   Compensation   Period  shall  then  be   shortened,
notwithstanding  any other  provision  of this  Agreement  that would  otherwise
appear to be to the  contrary,  to the  number of months so  determined  by 280G
Counsel.

              (b) The selection of 280G Counsel shall be within the  Executive's
discretion,  but the  competence  of 280G  Counsel in such tax  matters  must be
demonstrable.

              (c) If 280G Counsel  determines  that, in connection with an event
that constitutes a Change in Control under this Agreement,  other amounts may be
payable to Executive by the Company or any affiliate of the Company  (including,
but not by way of  limitation,  a member of an  affiliated  group as  determined
under Section 280G(d)(5) of the Code) under any other agreements or arrangements
that would,  in 280G Counsel's  opinion,  more likely than not be required under
Section 280G of the Code to be aggregated  with payments under this Agreement in
determining  whether  amounts that would  otherwise be paid under this Agreement
would  exceed the 280G  Limit,  or in  determining  whether  such other  amounts
themselves  might be  nondeductible  to the payor under Section 280G,  then 280G
Counsel shall assume, in making its determinations  under Section 10.4(a),  that
the maximum amount payable under such other  agreements or arrangement  shall in
fact be  paid to  Executive,  notwithstanding  that  such  other  agreements  or
arrangements  may  contain  their own  ordering  rule with  respect to  cutbacks
similar in principle to the cutback  provided for in this Section 10.4 except to
the extent that any such agreement or arrangement, or the ordering rule provided
for in it, has been  entered  into as of a date  following  the date as of which
this Agreement is entered into and specifically refers to this Agreement.

      11.     Automatic Acceleration of Both Vesting and Payment in the Case of
              Liquidation or Dissolution

              The Company's liquidation or/and dissolution shall also constitute
a Change in  Control  of the  Company  for the  purposes  of  Section 10 of this
Agreement, except that, in the case of the Company's liquidation or dissolution,
Section  10.2  shall be  applied  without  the  requirement  for  action  by the
Company's  board of  directors,  so that (a) if  Executive  actually  terminated
employment  with the  Company  prior to the Change in  Control  of the  Company,
Executive shall  automatically be treated as having attained age 60 on the first
day of the second  calendar  month  preceding  the  calendar  month in which the
Change in Control of the Company occurred or (b) if Executive was an employee of
the Company on the date on which the Change in Control of the Company  occurred,
then Executive shall  automatically be treated as having  terminated  employment
with the Company on the day after Executive is treated as having attained age 60
under Section 10.1.

      12.     Limited Effect

              12.1 Other than as specifically  provided in this Agreement,  this
Agreement shall have no effect on the nature,  duration, or terms of Executive's
employment  relationship with the Company, or on the amount of, or the Company's
liability to pay, any Salary or other compensation to Executive.

              12.2 No amount(s) that may become payable to Executive  under this
Agreement  shall be deemed to be salary or other  compensation  of Executive for
the purpose of computing  benefits to which Executive may be or become entitled,
or  contributions  that Executive may be or become  entitled to make,  under any
compensation, profit sharing, or salary deferral plan -- whether qualified under
the Code or not -- of the Company, nor is anything in this Agreement intended to
affect any right or obligation  that  Executive may have,  now or in the future,
under any such plans or arrangements.

      13.     Procedure for Review of Denial of Benefits

              13.1 The Company's board of directors  shall be the  administrator
(the  "Administrator") of this Agreement.  The Administrator shall determine the
rights under this Agreement of Executive,  of any  Beneficiary of Executive,  of
any  surviving  or former  spouse of  executive,  or of any legatees or heirs of
Executives   (the   potential   "Claimants").   If  a  Claimant   disputes   the
Administrator's  determination of benefits under this Agreement,  he, she, or it
may file a written claim for benefits with the Administrator,  provided that, in
the case of any  Claimant  to whom the  Administrator  has  directed  a  written
notification of the administrator's determination,  the claim is filed within 60
days of the date the Claimant receives such notification.

              13.2 If a claim for  benefits  under this  Agreement  is wholly or
partially denied, the Administrator  shall provide the Claimant with a notice of
denial,  written in a manner  calculated  to be  understood  by the Claimant and
setting forth:

              (a) the specific reason(s) for the denial;

              (b) specific  references to the  provisions  of this  Agreement on
which the denial is based;

              (c) a description of any additional material or information needed
by the Claimant in order to perfect the claim,  with an  explanation  of why the
material or information is necessary; and

              (d)  appropriate  information  as to  steps  to be  taken  if  the
Claimant wishes to appeal the Administrator's denial of the claim. The notice of
denial shall be given within a reasonable  time but not later than 90 days after
the claim is filed,  unless special  circumstances  require an extension of time
for  processing the claim.  If an extension of time is required,  written notice
shall be  furnished  to the  Claimant  within  90 days of the date the claim was
filed stating the special circumstances requiring the extension, and the date by
which a decision on the claim can be expected,  which date shall be no more than
l80 days from the date the claim was filed.  If no notice of denial is provided,
the Claimant may appeal the claim as though the claim had been denied.

              13.3 The Claimant and/or his or her  representative may appeal the
denied claim to the Administrator, and, in connection with the appeal, may:

              (a) request a review on written application to the Administrator;

              (b) review pertinent documents; and

              (c) submit issues and comments in writing to the Administrator.

The  appeal  must be made  within  60 days of the  date  the  Claimant  received
notification of the denied claim.

              13.4 On receipt of a request for review, the Administrator  shall,
within a  reasonable  time,  but not  later  than 60 days  after  receiving  the
request,  provide written  notification of its decision to the Claimant  stating
the specific  reasons and referencing the specific  provisions of this Agreement
on which  its  decision  is  based,  unless  special  circumstances  require  an
extension of time for  processing the review.  If an extension is required,  the
Administrator  shall notify the claimant of the special  circumstances  and of a
date no later than l20 days after the date the review was requested on which the
Administrator will notify the Claimant of its decision.

              13.5  Nothing  in this  Section  13 of  this  Agreement  shall  be
interpreted  as  limiting  in any way the  Company's  right  to  interplead  any
Claimants in any court of competent jurisdiction.

      14.     Agreement Binding; Successors and Assigns

              14.1 This Agreement  shall inure to the benefit of, and be binding
upon, the parties  hereto,  their  permitted  assigns,  if any, and, but only by
operation  of law,  their  respective  next of  kin,  legatees,  administrators,
executors,  legal representatives,  and successors (including remote, as well as
immediate,  successors  to such  parties,  but only by  operations  of law).  In
applying any provision of this Agreement with respect to any successor or assign
of the Company,  such  provision  shall be applied by treating such successor or
assign as the "Company"  referred to in this  Agreement,  unless such  treatment
would be clearly  inappropriate.  The principle of the preceding  sentence shall
not,  except as  otherwise  specifically  provided in other  provisions  of this
Agreement,  apply  to any  successor  or  assign  of  Executive  or  Executive's
Beneficiary.

              14.2 Except by  operation  of law,  as  provided  in Section  l4.1
above,  this  Agreement may not be assigned by Executive.  This Agreement may be
assigned by the Company, but only with Executive's prior written consent.

              14.3  Neither  Executive,   Executive's   estate,  or  Executive's
surviving spouse, if any, shall have any right to commute,  encumber, or dispose
of the right to receive payments under this Agreement, and such payments and the
right to receive them,  shall, to the maximum extent  permissible under the law,
be  nonassignable,  nontransferable,  and not  subject to  garnishment  or other
attachment.

              14.4 The  Company  shall have the right  under this  Agreement  to
offset  against  its  obligation  to make any  payment to any person  under this
Agreement (including Executive,  Executive's  Beneficiary,  or any other person)
any claims that the Company may have against such person in connection  with any
transaction or occurrence  between the Company and such person, or affecting the
Company and in which such person was involved,  whether or not such  transaction
or occurrence is otherwise connected with this Agreement in any other way.

              14.5 Any  defense,  whether  arising  under this  Agreement  or in
connection with any other  transaction or occurrence,  that the Company may have
against any obligation,  including the obligation to make any payment,  that the
Company might  otherwise have under this  Agreement,  shall,  to the extent good
against  Executive,  also be good against  Executive's  Beneficiary or any other
Claimant.

      15.     Arbitration

              15.1 Any  controversy  or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by arbitration to take place in
San Francisco,  California,  in accordance with the Commercial Arbitration Rules
of the American  Arbitration  Association,  and  judgment  upon the award by the
arbitrator(s)  may be  entered in any court  having  jurisdiction  thereof.  The
arbitrator(s)  shall award  attorneys' fees to the prevailing  party, if any, in
the  arbitration,  and any court  entering  judgment upon such award shall award
attorneys' fees and costs to the party causing such judgment to be entered.

      16.     Notices

              All notices, consents,  requests, demands, or other communications
pursuant to this Agreement  shall be in writing and shall be deemed to have been
duly given when  delivered,  or when  mailed by United  States  certified  mail,
postage prepaid, as follows:

      If to the Company: PLM International, Inc.
                         One Market Plaza
                         Steuart Street Tower, Suite 900
                         San Francisco, California 94l05


      If to Executive:   246 Florence
                         Barrington, IL 60010

or to such other address as the Company or Executive  shall have last designated
by notice to the other. Any item shall be effective upon delivery,  and any item
mailed by United States certified mail, postage prepaid, shall be deemed to have
been  delivered on the third  business day following  the date  deposited in the
mail.

      17.     Waiver

              No  failure  on the part of either the  Company  or  Executive  to
exercise,  no delay in  exercising,  or course of dealing  with  respect to, any
right,  power, or privilege under this Agreement shall operate as a waiver,  nor
shall any single or partial exercise of any right,  power, or privilege preclude
any other or further  exercise of such right,  power,  or  privilege,  or of any
other right,  power, or privilege.  The remedies  provided in this Agreement are
cumulative and not exclusive of any remedies provided by law.

      18.     Invalid Provision

              Invalidity or unenforceability of any particular provision of this
Agreement shall not affect the provisions of this Agreement,  and this Agreement
shall be construed in all aspects as if the invalid or  unenforceable  provision
were omitted.

      19.     Enumeration and Headings

              The  enumeration  and  headings of this  Agreement  are merely for
convenience   of   reference;   they  shall  not  be  construed  to   constitute
representations or warranties, or to have any substantive significance.

      20.     Entire Agreement

              This  writing  constitutes  the entire  understanding  between the
parties with respect to the matters it deals with, and such understanding may be
modified,  altered,  or amended  only by the  written  agreement  of the parties
hereto.  The  Company  and the  Executive  expressly  agree that this  agreement
supersedes  and replaces any prior  agreement that may already be in effect with
respect to the matters covered herein,  and, except as provided in paragraph 1.4
of this  agreement,  any such prior agreement will become null and void upon the
execution and delivery of this agreement.

      21.     Governing Law

              This agreement  shall be construed in accordance with and governed
by California law.

      22.     Counterparts

              This Agreement may be executed in any number of counterparts,  all
of which taken together shall  constitute one and the same instrument and any of
the parties hereto may execute this Agreement by signing any such counterpart.

                         THE COMPANY


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

                             Date   7/23/93


                         EXECUTIVE

                         By /s/ Douglas P. Goodrich
                            VICE PRESIDENT AND GENERAL
                            MANAGER, RAIL DIVISION,
                            PLM TRANSPORTATION
                            EQUIPMENT CORPORATION

                            Date  July 7, 1993