AMENDMENT NO. 2
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT



THIS AMENDMENT NO. 2 (the "Amendment") dated as of August 2, 2000


BY AND AMONG

(1)       PLM  EQUIPMENT  GROWTH  FUND  V,  a  California  limited   partnership
          (hereinafter called "EGF V");

(2)       TRADER VESSEL LIMITED  PARTNERSHIP,  a California limited  partnership
          (hereinafter called "Trader");

(3)       TRADER  VESSEL  INC.,  a California  corporation  (hereinafter  called
          "TVI");

(4)       CALIFORNIA   VESSEL   LIMITED   PARTNERSHIP,   a  California   limited
          partnership (hereinafter called "California");

(5)       CALIFORNIA  VESSEL INC.,  a Wyoming  corporation  (hereinafter  called
          "CVI");

(6)       COLUMBUS VESSEL LIMITED PARTNERSHIP,  a California limited partnership
          (hereinafter called "Columbus");

(7)       COLUMBUS  VESSEL  INC.,  a  Wyoming  corporation  (hereinafter  called
          "COVI");

(8)       REDCAR INVESTMENTS  LIMITED, a Hong Kong company  (hereinafter  called
          "Redcar",  and together  with EGF V,  Trader,  TVI,  California,  CVI,
          Columbus and COVI, as joint and several borrowers,  hereinafter called
          the "Companies");

(9)       The  LENDERS  party  to  the  Loan   Agreement   (as  defined   below)
          (hereinafter called the "Lenders"); and

(10)      CHRISTIANIA BANK OG KREDITKASSE, New York Branch ("CBK"), as agent and
          security trustee (hereinafter called "Agent" or "Security Trustee").


                              W I T N E S S E T H:

          WHEREAS,  the  Companies,  the  Lenders,  the Agent  and the  Security
Trustee are parties to that certain Amended and Restated Loan Agreement dated as
of September 26, 1996, as amended by an Amendment No. 1 dated as of December 29,
1997 (the "Loan Agreement")  pursuant to which the Lenders made available to the
Companies a loan facility of Thirty Eight Million Dollars ($38,000,000);

          WHEREAS,  the  Companies,  the  Lenders,  the Agent  and the  Security
Trustee have agreed to amend the Loan  Agreement on the terms and conditions set
forth herein so as to postpone the Repayment Date that would  otherwise occur on
August 12,  2000  until  September  30,  2000 and  similarly  to  postpone  each
Repayment Date occurring  thereafter but without extending the final maturity of
the Loan beyond December 12, 2001.

          NOW, THEREFORE, in consideration of the premises and the covenants and
agreements  contained  herein,  the parties  hereto agree as follows (with terms
used herein and not otherwise defined having the meaning ascribed thereto in the
Loan Agreement):


                                    ARTICLE I

                          AMENDMENTS TO LOAN AGREEMENT

          Section 1.1. Amendment to Loan Agreement. The Loan Agreement is hereby
amended as follows:

(a)       Notwithstanding  Clause  4.01 of the  Loan  Agreement,  the  Companies
          hereby agree to jointly and severally repay the remaining  outstanding
          principal   amount  of  the  Loan  in  six  consecutive   installments
          commencing  on September  30, 2000 on the  following  dates and in the
          following amounts; provided,  however, that in no event shall the Loan
          be repaid later than December 12, 2001:

                           Date                               Amount

                  September 30, 2000                          $1,885,722.84
                  December 31, 2000                           $1,885,722.84
                  March 31, 2001                              $1,885,722.84
                  June 30, 2001                               $1,885,722.84
                  September 30, 2001                          $1,885,722.84
                  December 12, 2001                           $1,885,722.84


(b)       Notwithstanding  the provisions of Clause 3 of the Loan Agreement,  it
          is  understood  and agreed that due to the changes being made pursuant
          to this  Amendment  to  Clause  4.01  of the  Loan  Agreement  and the
          amortization schedule set forth therein:


          (i)       the Interest  Period  commencing on August 12, 2000 shall be
                    deemed to end on September 30, 2000.

          (ii)      the  Companies  shall  jointly  and  severally  pay  accrued
                    interest on the outstanding amount of the Loan on August 12,
                    2000,  September  30, 2000 and  December 12, 2001 whether or
                    not any such day is the last day of an Interest  Period or a
                    Repayment Date;

          (iii)     each  payment  made  pursuant  to Clause (ii) above shall be
                    made  together with any amounts due pursuant to Clause 14 of
                    the Loan Agreement; and


          Section 1.2. Agreement Acknowledged and Confirmed. Except as expressly
amended  hereby,  the Loan  Agreement,  the Note and the Security  Documents are
hereby ratified and confirmed.


                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

          Section 2.1. Representations and Warranties. The Companies jointly and
severally represent and warrant to the Lenders as follows:

               (a) Due  Authorization.  Each of the Companies has the power, and
has taken all  necessary  action to  authorize  it, to execute and deliver  this
Amendment  and to perform this  Amendment  and the Loan  Agreement as amended by
this Amendment in accordance  with their  respective  terms.  This Amendment has
been  duly  executed  and  delivered  by all  necessary  action  of  each of the
Companies and this Amendment and the Loan Agreement as amended by this Amendment
are the legal,  valid and binding  obligations  of each Company  enforceable  in
accordance with their respective terms under all Applicable Law, subject,  as to
enforcement of remedies, to any applicable bankruptcy,  insolvency or other laws
affecting the enforcement of creditors' rights generally.

               (b) Compliance  with Law, etc. The execution and delivery of this
Amendment  and the  performance  of this  Amendment  and the Loan  Agreement  as
amended by this Amendment in accordance with their  respective  terms do not and
will not (i) violate any  provision of any  applicable  laws,  orders,  rules or
regulations  presently in effect or (ii) conflict with, result in a breach of or
constitute a default under the organizational  documents of any Company,  or any
indenture,  agreement or  instrument to which any Company is a party or by which
it or its properties may be bound.

               (c) Governmental Regulation. None of the Companies is required to
obtain  any  governmental  authorizations,  consents,  orders  or  approvals  in
connection  with the execution and delivery of this Amendment or the performance
of the  transactions  contemplated  by  each  of this  Amendment  and  the  Loan
Agreement as amended by this Amendment.

               (d) Validity.  There are no proceedings or investigations pending
or, to the best  knowledge  of the  Companies,  threatened  against  any Company
before any court,  regulatory body,  administrative  agency or other tribunal or
governmental  instrumentality (i) asserting the invalidity of the Loan Agreement
as amended by this Amendment, (ii) seeking to prevent the consummation of any of
the  transactions  contemplated  by  the  Loan  Agreement  as  amended  by  this
Amendment,  (iii) seeking any  determination  or ruling that, in the  reasonable
judgment of the Companies, would materially and adversely affect the performance
by any Company of its obligations under this Amendment and the Loan Agreement as
amended by this  Amendment  and (iv)  seeking any  determination  or ruling that
would materially and adversely affect the validity or enforceability of the Loan
Agreement as so amended.

               (e)  Representations;   No  Defaults.   The  representations  and
warranties  contained in Article 6 of the Loan Agreement are true and correct on
and as of the date  hereof as if made on and as of such date,  and no Default or
Event of Default has occurred and is continuing.


                                   ARTICLE III

                                  MISCELLANEOUS

          Section 3.1.  Governing Law. This Amendment  shall be governed by, and
construed in accordance with, the laws of the State of New York.

          Section  3.2.  Counterparts.  This  Amendment  may be  executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.

          Section 3.3.  Severability.  Any provision of this  Amendment  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  or affecting the validity or  enforceability  of such provision in
any other jurisdiction.


          IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be executed by their duly authorized  officers all as of the date and year first
above written.

                                     PLM EQUIPMENT GROWTH FUND V
                                     by its General Partner, PLM
                                     Financial Services, Inc.



                                     By: /s/Susan Santo
                                         Its:  Vice President

                                     TRADER VESSEL LIMITED
                                     PARTNERSHIP
                                     by its General Partner, Trader
                                     Vessel Inc.



                                     By: /s/Susan Santo
                                         Its:  Vice President

                                     TRADER VESSEL INC.



                                     By: /s/Susan Santo
                                         Its:  Vice President


                                     CALIFORNIA VESSEL LIMITED
                                     PARTNERSHIP
                                     by its General Partner,
                                     California Vessel Inc.


                                     By: /s/Susan Santo
                                         Its:  Vice President

                                     CALIFORNIA VESSEL INC.


                                     By: /s/Susan Santo
                                         Its:  Vice President



                                     COLUMBUS VESSEL LIMITED
                                     PARTNERSHIP
                                     by its General Partner,
                                     Columbus Vesse


                                     By: /s/Susan Santo
                                         Its:  Vice President



                                     COLUMBUS VESSEL INC.



                                     By: /s/Susan Santo
                                         Its:  Vice President


                                     REDCAR INVESTMENTS LIMITED



                                     By: /s/Susan Santo
                                         Its: Vice President




                                     CHRISTIANIA BANK OG KREDITKASSE,
                                     as Lender



                                     By: /s/Martin Lunder
                                         Its:  Senior Vice President


                                     By: /s/Hans Chr. Kjelsrud
                                         Its:  Senior Vice President




                                     ING LEASE STRUCTURED FINANCE B.V.,
                                     as Lender


                                     By: /s/Caroline Magee
                                         Its:  Vice President



                                     CHRISTIANIA BANK OG KREDITKASSE,
                                         NEW YORK BRANCH as Agent and
                                       Security Trustee





                                     By: /s/Martin Lunder
                                         Its:  Senior Vice President



                                     By: /s/Hans Chr. Kjelsrud
                                         Its:  Senior Vice President