AMENDMENT NO. 1
              TO AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT
                         (American Finance Group, Inc.)


         THIS  AMENDMENT  NO.  1 TO  AMENDED  AND  RESTATED  WAREHOUSING  CREDIT
AGREEMENT  dated as of June 1, 1998 (the  "Amendment"),  is entered  into by and
among AMERICAN FINANCE GROUP, INC., a Delaware corporation  ("Borrower"),  FIRST
UNION NATIONAL BANK ("FUNB"),  BANK OF MONTREAL ("BMO") and each other financial
institution  which may hereafter execute and deliver an instrument of assignment
pursuant to Section 11.10 of the Credit  Agreement  (as defined  below) (any one
financial institution individually, a "Lend ," and collectively, "Lenders"), and
FUNB, as agent on behalf of Lenders (not in its individual capacity,  but solely
as agent, "Agent").  Capitalized terms used herein without definition shall have
the same meanings herein as given to them in the Credit Agreement.

                                    RECITALS

A.   Borrower,  Lenders and Agent have  entered  into that  Amended and Restated
     Warehousing  Credit Agreement dated as of December 2, 1997 (as the same may
     from time to time be amended,  the "Credit  Agreement"),  pursuant to which
     Lenders  have  agreed to extend  and make  available  to  Borrower  certain
     advances of money.

B.   Borrower  desires  that  Lenders  and Agent amend the Credit  Agreement  to
     increase the  Commitments  set forth on Schedule A to the Credit  Agreement
     from  $50,000,000 to $55,000,000  for a period of ninety (90) days from the
     date first written above.

C.   Subject to the  representations  and  warranties  of Borrower  and upon the
     terms and  conditions  set forth in this  Amendment,  Lenders and Agent are
     willing to so amend the Credit Agreement.

                                    AGREEMENT

         NOW,  THEREFORE,   in  consideration  of  the  foregoing  Recitals  and
intending to be legally bound, the parties hereto agree as follows:

         Section 1.  Amendments.

     1.1 Commitment.  The definition of "Commitment" set forth in Section 1.1 of
the Credit  Agreement is amended by deleting it in its entirety and replacing it
with the following:

         "Commitment"  means, with respect to each Lender, the amounts set forth
on Schedule A, for each period as set forth therein,  and  "Commitments"  means,
for each such period, all such amounts collectively, as each may be amended from
time to time upon the  execution  and delivery of an  instrument  of  assignment
pursuant to Section 11.10, which amendments shall be evidenced on Schedule 1.1.

and by deleting  Schedule A in its entirety and  replacing  such schedule with a
new Schedule A in the form attached to this Amendment as Attachment I.

     SECTION 2. LIMITATIONS ON AMENDMENTS 

     2.1 The  amendments  set forth in Section 1, above,  are  effective for the
purposes  set forth  herein and shall be limited  precisely as written and shall
not be deemed to (i) be a consent to any amendment,  waiver or  modification  of
any other term or condition of any Loan Document or (ii) otherwise prejudice any
right or remedy  which  Lenders  or Agent may now have or may have in the future
under or in connection with any Loan Document.

     2.2 This Amendment shall be construed in connection with and as part of the
Loan Documents and all terms, conditions, representations, warranties, covenants
and agreements set forth in the Loan Documents,  except as herein  amended,  are
hereby ratified and confirmed and shall remain in full force and effect.

     SECTION 3.  REPRESENTATIONS  AND  WARRANTIES In order to induce Lenders and
Agent to enter into this  Amendment,  Borrower  represents  and warrants to each
Lender and Agent as follows:

     (a)   Immediately   after  giving   effect  to  this   Amendment   (i)  the
representations and warranties contained in the Loan Documents (other than those
which  expressly  speak as of a  different  date which  shall be true as of such
different date) are true,  accurate and complete in all material  respects as of
the date  hereof and (ii) no Event of  Default,  or event  which  constitutes  a
Potential Event of Default, has occurred and is continuing;

     (b) Borrower has the  corporate  power and authority to execute and deliver
this Amendment and to perform its  Obligations  under the Credit  Agreement,  as
amended by this Amendment, and each of the other Loan Documents to which it is a
party;

     (c) The  certificate  of  incorporation,  bylaws  and other  organizational
documents of Borrower  delivered to each Lender as a condition  precedent to the
effectiveness of the Credit  Agreement are true,  accurate and complete and have
not been  amended,  supplemented  or restated and are and continue to be in full
force and effect;

     (d) The  execution  and  delivery  by Borrower  of this  Amendment  and the
performance  by  Borrower  of its  Obligations  under the Credit  Agreement,  as
amended by this Amendment, and each of the other Loan Documents to which it is a
party have been duly authorized by all necessary corporate action on the part of
Borrower;

     (e) The  execution  and  delivery  by Borrower  of this  Amendment  and the
performance  by  Borrower  of  its  respective   Obligations  under  the  Credit
Agreement, as amended by this Amendment, and each of the other Loan Documents to
which it is a party do not and will  not  contravene  (i) any law or  regulation
binding on or affecting Borrower, (ii) the certificate of incorporation, bylaws,
or other  organizational  documents  of Borrower,  (iii) any order,  judgment or
decree  of any  court or other  governmental  or public  body or  authority,  or
subdivision  thereof,  binding on Borrower or (iv) any  contractual  restriction
binding on or affecting Borrower;

     (f) The  execution  and  delivery  by Borrower  of this  Amendment  and the
performance  by  Borrower  of its  Obligations  under the Credit  Agreement,  as
amended by this Amendment, and each of the other Loan Documents to which it is a
party do not require any order,  consent,  approval,  license,  authorization or
validation of, or filing,  recording or  registration  with, or exemption by any
governmental  or public body or authority,  or subdivision  thereof,  binding on
Borrower, except as already has been obtained or made; and

     (g) This  Amendment has been duly executed and delivered by Borrower and is
the binding  Obligation of Borrower,  enforceable  against it in accordance with
its  terms,  except  as  such  enforceability  may  be  limited  by  bankruptcy,
insolvency,  reorganization,  liquidation,  moratorium  or other similar laws of
general application and equitable principles relating to or affecting creditors'
rights.

     4. REAFFIRMATION. Borrower hereby reaffirms its Obligations under each Loan
Document to which it is a party.

     5.  EFFECTIVENESS.  This Amendment shall become  effective upon the last to
occur of:

     (a) The  execution  and  delivery  of this  Amendment,  whether the same or
different copies, by each of Borrower, Lenders and Agent.

     (b) The  execution  and delivery by Borrower to FUNB of a  promissory  note
substantially  in the form of Exhibit A hereto which  promissory note shall be a
"Note" under and as defined in the Credit Agreement.

     (c) The  execution and delivery by PLMI to Agent of the  Acknowledgment  of
Amendment and Reaffirmation of Guaranty attached to this Amendment.

     (d) The  delivery  to Agent of a  certificate  of  secretary  or  assistant
secretary of Borrower and PLMI (i) certifying  that the certified  copies of the
certificate of incorporation and bylaws of Borrower or PLMI, as the case may be,
delivered  to Agent on the Closing Date are true and accurate and remain in full
force  and  effect  and have not been  amended  since  the  Closing  Date,  (ii)
attaching true and correct  copies of all  resolutions of the board of directors
of  Borrower  or PLMI,  as the case may be,  duly  adopted  by such  board,  and
relating to the  authorization,  execution,  delivery  and  performance  of this
Amendment and the Credit Agreement as amended thereby or the  Acknowledgement of
Amendment and  Reaffirmation of Guaranty and (iii) setting forth the name, title
and signatures of the  authorized  signers for Borrower or PLMI, as the case may
be.

     (e) The delivery to Agent of an originally  executed  favorable  opinion of
counsel on behalf of Borrower and Guarantor,  in form and substance satisfactory
to Lenders, dated as of the date hereof and addressed to Lenders,  together with
copies of any  officer's  certificate  or legal  opinion of other counsel or law
firm specifically identified and expressly relied upon by such counsel.

     (f) The delivery to Agent of a certificate, dated as of the date hereof, of
the Chief  Financial  Officer or Corporate  Controller of Borrower to the effect
that the  representations  and warranties of Borrower  contained in Section 4 of
the Credit  Agreement  and in the other Loan  Documents  are true,  accurate and
complete in all  material  respects as of the date hereof as though made on such
date (other than those which  expressly speak as of a different date which shall
be true as of such different date) and no Event of Default or Potential Event of
Default has occurred and is continuing.

     6.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL  BE  GOVERNED  BY AND  SHALL BE
CONSTRUED  AND  ENFORCED  IN  ACCORDANCE  WITH  THE  LAWS OF THE  STATE OF NORTH
CAROLINA.

     SECTION 7. CLAIMS,  COUNTERCLAIMS,  DEFENSES,  RIGHTS OF SET-OFF.  BORROWER
HEREBY REPRESENTS AND WARRANTS TO AGENT AND EACH LENDER THAT IT HAS NO KNOWLEDGE
OF ANY FACTS  THAT  WOULD  SUPPORT A CLAIM,  COUNTERCLAIM,  DEFENSE  OR RIGHT OF
SET-OFF.

     8.   COUNTERPARTS.   This   Amendment  may  be  signed  in  any  number  of
counterparts, and by different parties hereto in separate counterparts, with the
same effect as if the  signatures  to each such  counterpart  were upon a single
instrument. All counterparts shall be deemed an original of this Amendment.























         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.

BORROWER                          AMERICAN FINANCE GROUP, INC.


                                  By:
                                      Richard K. Brock   
                                      Vice President & Corporate Controller


LENDERS                           FIRST UNION NATIONAL BANK

                                  By:
                                  Printed name:
                                  Title:

                                  BANK OF MONTREAL

                                  By:
                                  Printed name:
                                  Title:



AGENT                             FIRST UNION NATIONAL BANK , as Agent

                                  By:
                                  Printed name:
                                  Title:

By

Printed Name:

Title:



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                                  ATTACHMENT I

                               Revised Schedule A



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                                   SCHEDULE A

                                   COMMITMENTS


For the period from and including June 1, 1998 through August 30, 1998:

       LENDER                          COMMITMENT             PRO RATA SHARE

First Union National Bank             $40,000,000                 72.73%


Bank of Montreal                      $15,000,000                 27.27%





At all other times:

       LENDER                           COMMITMENT            PRO RATA SHARE

First Union National Bank               $35,000,000               70%


Bank of Montreal                        $15,000,000               30%






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                                    EXHIBIT A

                            REVOLVING PROMISSORY NOTE
                          (First Union National Bank)

$40,000,000.00                                       San Francisco, California
                                                     Date:  June 1, 1998


         AMERICAN FINANCE GROUP, INC., a Delaware  corporation (the "Borrower"),
FOR VALUE RECEIVED, hereby unconditionally promises to pay to the order of First
Union National Bank  ("FUNB"),  in lawful money of the United States of America,
the aggregate principal amount of FUNB's Pro Rata Share of all Loans outstanding
under the Credit  Agreement  referred to below,  payable in the amounts,  on the
dates and in the manner set forth below.

         This  revolving  promissory  note  (the  "Note")  is one  of the  Notes
referred to in that certain Amended and Restated  Warehousing  Credit  Agreement
dated as of  December  2,  1997 (as the  same may from  time to time be  further
amended,  modified,  supplemented,  renewed,  extended or restated,  the "Credit
Agreement")  by and among the  Borrower,  FUNB,  solely in its capacity as agent
(the  "Agent")  for  FUNB  and  Bank  of  Montreal  and  such  other   financial
institutions  as shall from time to time  become  "Lenders"  pursuant to Section
11.10 of the Credit  Agreement  (such entities,  together with their  respective
successors and assigns being collectively  referred to herein as the "Lenders"),
and the Lenders.  All  capitalized  terms used but not defined herein shall have
the same meaning as given to them in the Credit Agreement.

          1.  Principal  Payments.  Subject to the terms and  conditions  of the
Credit Agreement,  the entire principal amount outstanding under each Loan shall
be due and payable on the Maturity Date with respect to such Loan,  with any and
all unpaid and not previously due and payable  principal amounts under the Loans
being due and payable on the Commitment Termination Date.

          2. Interest Rate. The Borrower further promises to pay interest on the
sum of the daily unpaid principal  balance of all Loans  outstanding on each day
in lawful money of the United States of America, from the Closing Date until all
such principal  amounts shall have been repaid in full,  which interest shall be
payable  at the rates per annum  and on the  dates  determined  pursuant  to the
Credit Agreement.

          3. Place of Payment. All amounts payable hereunder shall be payable to
the Agent,  on behalf of FUNB, at the office of First Union  National  Bank, One
First Union Center, 301 South College Street,  Charlotte,  North Carolina 28288,
Attention:  Elisha Sabido, or such other place of payment as may be specified by
the Agent in writing.

          4. Application of Payments; Acceleration.  Payments on this Note shall
be applied in the manner set forth in the Credit Agreement. The Credit Agreement
contains  provisions  for  acceleration  of the  maturity  of the Loans upon the
occurrence of certain stated events and also provides for mandatory and optional
prepayments  of  principal  prior  to  the  stated  maturity  on the  terms  and
conditions therein specified.

          Each Advance made by FUNB to the Borrower constituting FUNB's Pro Rata
Share of a Loan  pursuant to the Credit  Agreement  shall be recorded by FUNB on
its  books  and  records.  The  failure  of FUNB to record  any  Advance  or any
repayment or prepayment  made on account of the principal  balance thereof shall
not limit or otherwise  affect the  obligations  of the Borrower under this Note
and under the Credit Agreement to pay the principal,  interest and other amounts
due and payable hereunder and thereunder.

         5. Default.  The Borrower's  failure to pay timely any of the principal
amount due under this Note or any accrued  interest  or other  amounts due under
this Note on or within five (5)  calendar  days after the date the same  becomes
due and payable shall  constitute a default under this Note. Upon the occurrence
of a default  hereunder or an Event of Default under the Credit  Agreement,  all
unpaid  principal,  accrued interest and other amounts owing hereunder shall, at
the option of Required  Lenders,  be immediately  collectible by the Lenders and
the Agent pursuant to the Credit Agreement and applicable law.

          6. Waivers.  The Borrower  waives  presentment and demand for payment,
notice of  dishonor,  protest and notice of protest of this Note,  and shall pay
all costs of collection when incurred by or on behalf of the Lenders, including,
without  limitation,  reasonable  attorneys'  fees,  costs and other expenses as
provided in the Credit Agreement.

          7.  Governing  Law.  This Note shall be governed by, and construed and
enforced in accordance with, the laws of the State of North Carolina,  excluding
conflict  of laws  principles  that would cause the  application  of laws of any
other jurisdiction.

          8. Successors and Assigns.  The provisions of this Note shall inure to
the benefit of and be binding on any  successor to the Borrower and shall extend
to any holder hereof.


BORROWER                              AMERICAN FINANCE GROUP, INC.,
                                      a Delaware corporation


                                      By
                                          Richard K. Brock 
                                          Vice President & Corporate Controller









<PAGE>



                          ACKNOWLEDGEMENT OF AMENDMENT
                          AND REAFFIRMATION OF GUARANTY
                                   (PLMI/AFG)


          SECTION 1. PLM  International,  Inc. ("PLMI") hereby  acknowledges and
confirms  that it has reviewed and  approved  the terms and  conditions  of this
Amendment  No.  1  to  Amended  and  Restated   Warehousing   Credit   Agreement
("Amendment").

          SECTION 2. PLMI hereby  consents to this Amendment and agrees that its
Guaranty  of the  Obligations  of  Borrower  under the  Credit  Agreement  shall
continue in full force and effect,  shall be valid and enforceable and shall not
be impaired or  otherwise  affected by the  execution  of this  Amendment or any
other document or instrument delivered in connection herewith.

          SECTION 3. PLMI  represents and warrants that,  after giving effect to
this Amendment, all representations and warranties contained in its Guaranty are
true, accurate and complete as if made on the date hereof.

GUARANTOR                      PLM INTERNATIONAL, INC.


                               By
                                    Richard K. Brock
                                    Vice President & Corporate Controller





<PAGE>