SECOND AMENDMENT TO
                          WAREHOUSING CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO WAREHOUSING CREDIT AGREEMENT (this "Amendment") is
made and entered into as of April 12, 2002,  by and among PLM  EQUIPMENT  GROWTH
FUND V, a California  limited  partnership  ("EGF V"), PLM EQUIPMENT GROWTH FUND
VI, a California  limited  partnership ("EGF VI"), PLM EQUIPMENT GROWTH & INCOME
FUND VII, a  California  limited  partnership  ("EGF VII"),  PROFESSIONAL  LEASE
MANAGEMENT  INCOME FUND I, L.L.C., a Delaware limited liability company ("Income
Fund I"), and ACQUISUB,  LLC, a Delaware limited liability company  ("Acquisub")
(EGF VI,  EGF  VII,  Income  Fund I,  and  Acquisub  each  individually  being a
"Borrower" and,  collectively,  the  "Borrowers"),  and PLM FINANCIAL  SERVICES,
INC., a Delaware corporation and the sole general partner, in the case of EGF V,
EGF VI and EGF VII,  and the sole  manager,  in the  case of  Income  Fund I and
Acquisub ("FSI"), the banks,  financial  institutions and institutional  lenders
from time to time party to the Loan  Agreement  (defined  below) and  defined as
Lenders therein ("Lenders"), and COMERICA BANK-CALIFORNIA ("Bank"), successor by
merger to IMPERIAL BANK not in its individual capacity,  but solely as agent (in
such capacity, the "Agent").

                                    RECITALS

     A.  Borrowers  requested  and the  Lenders  agreed to extend and make loans
available to Borrowers upon the terms and  conditions  contained in that certain
Warehousing  Credit  Agreement  dated as of April  13,  2001,  by and  among the
Borrowers,  FSI, Agent,  and the Lenders,  as amended by that First Amendment to
Warehousing  Credit  Agreement,  dated as of December 21, 2001, by and among the
Borrowers,  FSI,  Agent  and the  Lenders  (as the same may from time to time be
further  modified,  amended,  supplemented,  restated or  superseded,  the "Loan
Agreement").  Initially  capitalized  terms not  defined  herein  shall have the
meanings assigned to such terms in the Loan Agreement.

     B. Borrowers and FSI have requested the Lenders to amend the Loan Agreement
to  (i)  extend  the  Commitment  Termination  Date,  and  (ii)  add  EGF V as a
"Borrower" under the Loan Agreement, and the Lenders are willing to do so on the
terms and conditions set forth herein and in reliance on the representations and
warranties set forth herein.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  herein set forth and for other good and valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  and intending to be
legally bound, and to induce Agent and the Lenders to enter into this Amendment,
Borrowers, FSI, EGF V, Lenders and Agent hereby agree as follows:

     SECTION 1.  ADDITION OF EGF V. Each of the  Borrowers,  the Lenders and the
Agent agrees to add EGF V as a "Borrower"  under the Loan  Agreement (as amended
hereby) and under the other Loan Documents.  EGF V hereby agrees that it will be
bound by (and will  comply  with)  all of the  conditions,  representations  and
warranties,  covenants, and obligations of a "Borrower" under the Loan Agreement
(as amended hereby) and the other Loan  Documents,  as though EGF V were a party
thereunder and a signatory thereto.

     SECTION 2 AMENDMENTS TO SECTION 1.1. OF THE LOAN AGREEMENT. Section 1.1. of
the Loan Agreement is hereby amended as follows.

          2.1.  DEFINITION OF COMMITMENT  TERMINATION  DATE.  The  definition of
"Commitment Termination Date" set forth in Section 1.1. of the Loan Agreement is
deleted in its entirety and the following is inserted in lieu thereof:

          ""COMMITMENT TERMINATION DATE" means July 11, 2002."

          2.2 DEFINITION OF EQUIPMENT GROWTH FUNDS. The definition of "Equipment
Growth Funds" set forth in Section 1.1. of the Loan  Agreement is deleted in its
entirety and the following is inserted in lieu thereof:

          ""EQUIPMENT  GROWTH FUNDS" means any and all of EGF V, EGF VI, EGF VII
and Income Fund I."

          2.3 NEW DEFINITION OF EGF V. The following  definition is added to the
list of definitions set forth in Section 1.1 of the Loan Agreement,  inserted in
its respective alphabetical sequence:

          ""EGF V" means  PLM  EQUIPMENT  GROWTH  FUND V, a  California  limited
partnership."

          2.4 DEFINITION OF LIMITED  PARTNERSHIP  AGREEMENTS.  The definition of
"Limited Partnership Agreements" set forth in Section 1.1. of the Loan Agreement
is amended to include the following clause (c) at the end thereof:

          "(c)  for  EGF  V,  the  [Amended  and  Restated  Limited  Partnership
Agreement dated as of December 20, 1991]."

          2.5  DEFINITION OF LOAN PARTIES.  The definition of "Loan Parties" set
forth in Section  1.1. of the Loan  Agreement is deleted in its entirety and the
following is inserted in lieu thereof:

          "LOAN PARTIES" means EGF V, EGF VI, EGF VII,  Income Fund I, Acquisub,
any Marine Subsidiary,  any Owner Trustee,  FSI, TEC, IMI, and PLMI, and a "Loan
Party" means any one of the Loan Parties."

          2.6 DEFINITION OF RESPONSIBLE  OFFICER.  Clause (ii) of the definition
of  "Responsible  Officer"  set forth in Section  1.1. of the Loan  Agreement is
deleted in its entirety and the following is inserted in lieu thereof:

          "(ii)  Borrowers,  any  of the  President,  Chief  Executive  Officer,
Executive  Vice  President,  Chief  Financial  Officer,  Secretary  or Corporate
Controller  of FSI as the sole  general  partner of EGF V, EGF VI or EGF VII, as
the case may be, or the sole manager of Income Fund I or  Acquisub,  as the case
may be, in each case  having  authority  to request  Advances  or perform  other
duties required hereunder,"

          2.7  DEFINITION OF SECURITY  AGREEMENTS.  The  definition of "Security
Agreements"  set forth in  Section  1.1.  of the Loan  Agreement  is  amended to
include the following clause (v) at the end thereof:

          "(v) the Security Agreement between EGF V and Agent, on behalf and for
the  benefit  of the  Lenders,  providing  for the  grant  of a  first  priority
perfected  security interest in the Equipment being financed by EGF V under this
Facility and certain  related  Collateral,  subject to no other Liens other than
Permitted  Liens,  substantially  in the  form of  Exhibit  N  (except  that any
references  to EGF VI therein  shall be deemed to be references to EGF V for the
purpose of this clause) (the "Security Agreement (EGF V)")."

          2.8  DEFINITION  OF  SUBORDINATION   AGREEMENTS.   The  definition  of
"Subordination  Agreements"  set forth in Section 1.1. of the Loan  Agreement is
amended to include the following clause (v) at the end thereof:

          "(v) the Subordination  Agreement among the Subordinated  Lenders, EGF
V,  and  Agent,  substantially  in the  form of  Exhibit  I-1  (except  that any
references  to EGF VI therein  shall be deemed to be references to EGF V for the
purpose of this clause) (the "Subordination Agreement (EGF V)")."

     SECTION 3. OTHER AMENDMENTS TO LOAN AGREEMENT.

          3.1  SECTION  3.3.7 OF THE LOAN  AGREEMENT.  The  words,  "as the sole
general  partner  of EGF VI and EGF VII"  appearing  in the  first  sentence  of
Section  3.3.7 of the Loan  Agreement  are deleted and the  following  words are
inserted in lieu thereof:

          "as the sole general partner of EGF V, EGF VI and EGF VII"

          3.2  SECTION  3.7 OF  THE  LOAN  AGREEMENT.  Section  3.7 of the  Loan
Agreement is amended as follows:

               (a). The words "sole general partner of any of EGF VI or EGF VII"
appearing in the first  sentence of Section  3.7.1 are deleted and the following
words are inserted in lieu thereof:

               "sole general partner of any of EGF V, EGF VI or EGF VII";

               (b). Section 3.7 is renumbered as Section 3.8; and

               (c).  Each  subsection  of Section 3.7 is  renumbered  as Section
3.8.1, 3.8.2 and 3.8.3 respectively.

          3.3  CONDITIONS  TO EACH ADVANCE TO EGF V. The following is added as a
new Section 3.7 to the Loan Agreement:

     "3.7  CONDITIONS  TO EACH  ADVANCE  TO EGF V.  Unless  waived in writing by
Requisite Lenders, the obligation of any Lender to make any Advance to EGF V (or
any Marine  Subsidiary or Owner Trustee of EGF V) (including the initial Advance
except that the closing condition described in Section 3.7.2 shall only apply to
subsequent  Advances) is subject to the  satisfaction  of the following  further
conditions precedent:

          3.7.1  SECURITY  AGREEMENT  (EGF V).  Agent  shall have  received  the
Security Agreement (EGF V) in form and substance  satisfactory to Lenders,  duly
executed and delivered by EGF V and describing  the Equipment  being financed or
refinanced on the date of the initial Advance to EGF V.

          3.7.2 SECURITY AGREEMENT SUPPLEMENT (EGF V). Agent shall have received
a  supplement  to  Schedule  A to the  Security  Agreement  (EGF V) in form  and
substance  satisfactory  to Lenders,  duly  executed and  delivered by EGF V and
describing  the  Equipment  being  financed  or  refinanced  on the date of each
subsequent Advance to EGF V.

          3.7.3  FINANCING  STATEMENTS,  ETC.  At least five (5)  Business  Days
before each Loan  hereunder  with  respect to the  financing or  refinancing  of
Equipment  by EGF V (or any Marine  Subsidiary  or Owner  Trustee of EGF V), (i)
there shall have been filed in all applicable  jurisdictions  Uniform Commercial
Code financing statements naming EGF V (or if applicable, a Marine Subsidiary or
Owner Trustee of EGF V) as "debtor" and the Agent as "secured party" (or Uniform
Commercial Code financing statement amendments,  as applicable) (which financing
statements  or financing  statement  amendments  shall be in form and  substance
acceptable  to the Agent) to perfect the security  interest of the Agent in such
Equipment and all related Collateral, (ii) there shall have been executed, filed
and/or  recorded  in all  applicable  jurisdictions  such other  instruments  or
documents  as the Agent deems  necessary  or  advisable  to perfect its security
interest  in  such  Equipment  and all  related  Collateral,  including  without
limitation,   additional  security   agreements,   ship  mortgages  and  chattel
mortgages,  and (iii) Agent shall have received such Lien and judgment searches,
opinions, releases,  termination statements, and other documents and instruments
as Agent shall reasonably  request to confirm that upon the consummation of such
financing or refinancing  Agent shall have a first priority  perfected  security
interest in such Equipment and all related  Collateral subject to no other Liens
other than Permitted Liens."

     SECTION 4. CONDITIONS PRECEDENT.  The legal effectiveness of this Amendment
is subject to the satisfaction of all of the following conditions precedent:

          4.1 EXECUTED AMENDMENT.  Agent shall have received this Amendment duly
executed and delivered by EGF V, FSI, and each Borrower, and the same shall have
become effective.

          4.2  CORPORATE  DOCUMENTS.  Agent  shall  have  received,  in form and
substance satisfactory to Lenders and their respective counsel, the following:

               (a) A certified  copy of the records of all actions  taken by EGF
V, including all resolutions of EGF V, authorizing or relating to the execution,
delivery and  performance  of this  Amendment,  the Loan Agreement and the other
Loan Documents and the consummation of the transactions  contemplated hereby and
thereby;

               (b) A certificate of a Responsible Officer of EGF V, stating that
(A) the limited  partnership  agreement,  certificate of limited partnership and
any other formation documents of EGF V attached to such certificate are true and
accurate,  remain in full force and effect and have not been  amended  since the
date  thereof and (B) EGF V is in good  standing  under the laws of the state of
its  formation and each other  jurisdiction  where its ownership of Property and
assets or conduct of business require such qualification;

               (c)  Certificates of incumbency and signature with respect to the
authorized  representatives  of EGF V executing  this  Amendment and  requesting
Loans;

               (d) Such other  documents  relating to each Loan Party as Lenders
may reasonably request;

          4.3 NOTES. Agent shall have received Notes, payable to each Lender, in
form and substance  satisfactory to Lenders,  duly executed and delivered by EGF
V;

          4.4   SUBORDINATION   AGREEMENT.   Agent  shall  have   received   the
Subordination  Agreement (EGF V), in form and substance satisfactory to Lenders,
duly executed and delivered by each Subordinated Lender and EGF V;

          4.5  MATERIAL  ADVERSE  EFFECT.  No event that has  resulted  or could
result in a Material  Adverse  Effect shall have occurred  since the date of the
most recent  financial  statements of PLMI delivered to Agent,  as determined by
Agent in its sole discretion; and

          4.6 PAYMENT OF FEES.  Agent  shall have  received  reimbursement  from
Borrowers of its costs and expenses incurred (including, without limitation, its
attorneys'  fees  and  expenses)  in  connection  with  this  Amendment  and the
transactions contemplated hereby.

     SECTION 5.  LIMITED  AMENDMENT.  Each of the  amendments  set forth in this
Amendment  shall be limited  precisely as written and shall not be deemed (a) to
be an  amendment  of any other term or  condition  of the Loan  Agreement or the
other Loan Documents, to prejudice any right or remedy which Agent or any Lender
may now have or may have in the  future  under  or in  connection  with the Loan
Agreement  or the other  Loan  Documents  or (b) to be a consent  to any  future
amendment.

     SECTION  6.  REPRESENTATIONS  AND  WARRANTIES.  Each  of  Borrower  and FSI
represents and warrants that its respective  representations and warranties made
in the Loan Documents  continue to be true and complete in all material respects
as of the date  hereof  after  giving  effect to this  Amendment  (except to the
extent such specifically relate to another date). EGF V severally, as to itself,
but not jointly as to the Borrowers and FSI,  hereby  warrants and represents to
Agent and each Lender that each representation and warranty of a "Borrower" made
in the Loan Documents,  including without  limitation,  each  representation and
warranty set forth in Section 4.1 of the Loan  Agreement is hereby  incorporated
herein by this  reference  as though such  representation  and warranty had been
fully set forth herein,  is true and complete in all material respects as of the
date hereof after  giving  effect to this  Amendment  (except to the extent such
representations and warranties  specifically relate to another date), and agrees
that each of said warranty and representation  shall be deemed to continue until
full,  complete and indefeasible  payment and performance of the Obligations and
shall apply anew to each borrowing under the Loan  Agreement.  Each of Borrower,
EGF V, and FSI further represents and warrants that the execution,  delivery and
performance of this Amendment are duly authorized, do not require the consent or
approval  of any  governmental  body  or  regulatory  authority  and  are not in
contravention  of or in conflict with any material law or regulation or any term
or provision of any other material agreement entered into by such Borrower,  EGF
V or FSI, as applicable.

     SECTION 7. GOVERNING LAW. Except as otherwise  expressly provided in any of
the Loan  Documents,  in all respects,  including  all matters of  construction,
validity and performance, this Amendment shall be governed by, and construed and
enforced in accordance  with, the laws of the State of California  applicable to
contracts  made and performed in such state,  without  regard to the  principles
thereof regarding conflict of laws, and any applicable laws of the United States
of America.

     SECTION 8. FULL FORCE AND EFFECT;  ENTIRE  AGREEMENT.  Except to the extent
expressly  provided  in this  Amendment,  the terms and  conditions  of the Loan
Agreement  and the other Loan  Documents  shall remain in full force and effect.
This  Amendment and the other Loan  Documents  constitute and contain the entire
agreement  of the parties  hereto and  supersede  any and all prior  agreements,
negotiations,  correspondence,  understandings  and  communications  between the
parties,  whether  written or oral,  respecting the subject matter hereof or the
extension  of credit by the  Lenders  to the  Borrowers  and EGF V and/or  their
affiliates.

     SECTION 9.  COUNTERPARTS.  This  Amendment may be executed in any number of
counterparts, and by different parties hereto in separate counterparts,  each of
which when so executed and delivered  shall be deemed an original,  but all such
counterparts together shall constitute but one and the same instrument.



<PAGE>


     WITNESS the due execution hereof by the respective duly authorized officers
of the undersigned as of the date first written above.

EGF V:                  PLM EQUIPMENT GROWTH FUND V

                        BY PLM FINANCIAL SERVICES, INC.,
                        ITS GENERAL PARTNER


                        By
                          ------------------------------------------------------
                        Stephen M. Bess
                        President and Chief Executive Officer

BORROWERS:              PLM EQUIPMENT GROWTH FUND VI

                        BY PLM FINANCIAL SERVICES, INC.,
                        ITS GENERAL PARTNER


                        By
                          ------------------------------------------------------
                        Stephen M. Bess
                        President and Chief Executive Officer


                        PLM EQUIPMENT GROWTH & INCOME FUND VII

                        BY PLM FINANCIAL SERVICES, INC.,
                        ITS GENERAL PARTNER


                        By
                          ------------------------------------------------------
                        Stephen M. Bess
                        President and Chief Executive Officer


                        PROFESSIONAL LEASE MANAGEMENT INCOME FUND I, L.L.C.

                        BY PLM FINANCIAL SERVICES, INC.,
                        ITS MANAGER


                        By
                          ------------------------------------------------------
                        Stephen M. Bess
                        President and Chief Executive Officer








                         ACQUISUB, LLC


                         BY PLM FINANCIAL SERVICES, INC.
                         ITS MANAGER


                         By
                           -----------------------------------------------------
                         Stephen M. Bess
                         President and Chief Executive Officer


FSI:                     PLM FINANCIAL SERVICES, INC.

                         By
                           -----------------------------------------------------
                         Stephen M. Bess
                         President and Chief Executive Officer


LENDERS:                 COMERICA BANK-CALIFORNIA,
                         successor by merger to Imperial Bank

                         By
                           -----------------------------------------------------
                         Misako Noda
                         Vice President

                         PFF BANK & TRUST

                         By
                           -----------------------------------------------------
                         Printed Name: Steve Capps
                         Title: Vice President

AGENT:                   COMERICA BANK-CALIFORNIA,
                         successor by merger to Imperial Bank


                         By
                           -----------------------------------------------------
                         Misako Noda
                         Vice President





<PAGE>


The undersigned  Guarantors under the Multiparty  Guaranty dated as of April 13,
2001 (the "Guaranty") hereby consent to the terms of the foregoing amendment and
acknowledge  that the Guaranty  remains fully  effective in accordance  with its
terms with respect to the  obligations of the Borrowers and EGF V under the Loan
Agreement,  as  amended  pursuant  to  this  Amendment.   Without  limiting  the
foregoing, each of the undersigned agrees that all references to a "Borrower" or
"Borrowers" in the Guaranty shall include EGF V.

Executed as of April 12, 2002.

                                       PLM INTERNATIONAL, INC.


                                       By:__________________________
                                       Stephen M. Bess
                                       President and Chief Executive Officer


                                       PLM FINANCIAL SERVICES, INC.


                                       By:_________________________
                                       Stephen M. Bess
                                       President and Chief Executive Officer


                                       PLM TRANSPORTATION EQUIPMENT CORPORATION


                                       By:__________________________
                                       Stephen M. Bess
                                       President and Chief Executive Officer