FIRST AMENDMENT TO
                          WAREHOUSING CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO WAREHOUSING CREDIT AGREEMENT  ("Amendment") is made
and entered into as of December 21, 2001, by and among 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 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 party
hereto and  defined as Lenders in the Loan  Agreement  (as defined  below),  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,  Imperial  Bank,  as  agent  for  the  lenders  party  thereto
("Lenders"),  and the  Lenders  (as the same may  from  time to time be  further
modified, amended, supplemented, restated or superseded, the "Loan Agreement").

     B.  Imperial  Bank and Bank have entered into an agreement to merge whereby
Bank has acquired  substantially  all of the assets of Imperial  Bank,  Imperial
Bank has  assigned  substantially  all its rights,  including  all of its rights
under the Loan Agreement, to Bank, and Bank has assumed substantially all of the
obligations of Imperial Bank, including all of Imperial Bank's obligations under
the Loan Agreement.

     C. Borrowers have requested that the Lenders amend the Loan Agreement,  and
the Lenders are willing to do so on the terms and  conditions  set forth  herein
and in reliance of 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 and Agent hereby agree as follows:

     Section 1. Definitions.  Unless otherwise defined herein, all terms defined
in the Loan Agreement have the same meaning when used herein.

     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. The  definition  of "Change of Control" set forth on Section 1.1.
of the Loan  Agreement is deleted in its entirety and the  following is inserted
in lieu thereof:

          ""Change of Control" means: (i) the failure after December 21, 2001 of
Gary  Engle  or  Jim  Coyne,  directly  or  indirectly,   through  one  or  more
intermediaries,  to own, whether beneficially or as a trustee, guardian or other
fiduciary,  fifty-one  percent  (51%) or more of (x) the stock  having  ordinary
voting  power in the election of  directors  or (y) the  ownership  interests of
either FSI,  TEC,  Acquisub,  IMI or an  Affiliate  of IMI,  in its  capacity as
equipment  manager  for  any of  the  Equipment  Growth  Funds  (the  "Equipment
Manager"),  or any Owner Trustee, or (ii) the failure after December 21, 2001 of
Gary  Engle  or  Jim  Coyne,  directly  or  indirectly,   through  one  or  more
intermediaries,  to control FSI, TEC, Acquisub,  the Equipment  Manager,  or any
Owner Trustee. For purposes of this definition, "control" of FSI, TEC, Acquisub,
the Equipment Manager, or any Owner Trustee shall mean the possession,  directly
or  indirectly,  of the power to direct or cause the direction of its management
or policies,  whether through the ownership of voting securities, by contract or
otherwise."

          2.2 The definition of "Continuing  Director" set forth on Section 1.1.
of the Loan Agreement is deleted in its entirety.

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

          "Credit  Agreement" means that certain Credit  Agreement,  dated as of
December 21, 2001, by and among EGF VI, Comerica Bank-California,  as agent, and
the banks,  financial  institutions and institutional  lenders from time to time
party thereto,  as the same may from time to time be further modified,  amended,
supplemented, restated or superseded."

     Section 3. Other Amendments to the Loan Agreement.

          3.1  Schedule A.  Schedule A of the Loan  Agreement  is deleted in its
entirety and Schedule A hereto is incorporated in the Loan Agreement as Schedule
A thereto.

          3.2 Section 6.1. The  following is inserted in Section 6.1 of the Loan
Agreement as a new section, Section 6.1.6, thereto:

          "6.1.6 Liens  granted by EGF VI in favor of Comerica  Bank-California,
as agent on behalf of Lenders (as defined in the Credit  Agreement)  pursuant to
the Security Documents (as defined in the Credit Agreement)."

          3.3 Section 6.3. The  following is inserted in Section 6.3 of the Loan
Agreement as a new section, Section 6.3.8, thereto:

          "6.3.8  Indebtedness  incurred  by  EGF  VI  pursuant  to  the  Credit
Agreement."

          3.4 Section 6.9.  Section 6.9 of the Loan  Agreement is deleted in its
entirety and the following is inserted in lieu thereof:

          "6.9 No  Investment.  No  Borrower  shall make or suffer to exist,  or
permit or suffer any of its Marine  Subsidiaries to make or suffer to exist, any
Investment  except as permitted by Section  6.8, the sharing  arrangements  with
respect to Equipment which are shared with Equipment Growth Funds, and equipment
owned  jointly  with  USPE's;  provided,  however,  that EGF VI may make  equity
investments in its USPE's in an aggregate amount not to exceed $6,000,000."

          3.5 Section 8.1.11. Section 8.1.11 of the Loan Agreement is deleted in
its entirety and the following is inserted in lieu thereof:

          "8.1.11 Change Of General Partner;  Equipment Manager.  Either (a) FSI
shall cease to be the sole general partner or sole manager of such Borrower,  as
applicable,   whether  due  to  the   voluntary   or   involuntary   withdrawal,
substitution,  removal or transfer of FSI from or of all or any portion of FSI's
general partnership  interest or capital  contribution in such Borrower;  or (b)
IMI or any  Affiliate  of IMI shall  cease to be the  equipment  manager of such
Borrower (in the case of the Equipment Growth Funds); or"

          3.6 Section 8.1.12. Section 8.1.12 of the Loan Agreement is deleted in
its entirety and the following is inserted in lieu thereof:

          "8.1.12 Change of Control. There occurs any Change of Control; or"


     Section 4. Comerica Bank-California,  successor by merger to Imperial Bank.
Each Loan  Document is hereby  amended so that all  references  to Imperial Bank
therein shall be references to Comerica Bank-California,  successor by merger to
Imperial Bank.

     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 Borrower  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 or as specifically  described on Schedule B
attached  hereto  and  incorporated  herein  by this  reference)  and  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.

     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.  The
parties  hereto  further  agree  that the Loan  Documents  comprise  the  entire
agreement of the parties  thereto and  supersede  any and all prior  agreements,
negotiations,  correspondence,  understandings and other communications  between
the parties thereto,  whether written or oral respecting the extension of credit
by the Lenders to the Borrowers 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.  Each
such agreement shall become effective upon the execution of a counterpart hereof
or thereof  by each of the  parties  hereto or  thereto,  delivery  of each such
counterpart to Agent.



<PAGE>


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

BORROWERS:              PLM EQUIPMENT GROWTH FUND VI

                        BY PLM FINANCIAL SERVICES, INC.,
                        ITS GENERAL PARTNER


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

                        PLM EQUIPMENT GROWTH & INCOME FUND VII

                        BY PLM FINANCIAL SERVICES, INC.,
                        ITS GENERAL PARTNER


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


                        ACQUISUB, LLC


                        BY PLM FINANCIAL SERVICES, INC.
                        ITS MANAGER


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




<PAGE>





FSI:                    PLM FINANCIAL SERVICES, INC.

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


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


                        By   /s/Misako Noda
                          -----------------------------------------------------
                        Misako Noda
                        Vice President

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

                        By  /s/Misako Noda
                          -----------------------------------------------------
                        Misako Noda
                        Vice President

                        PFF BANK & TRUST

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






<PAGE>


                                   SCHEDULE A

                                  (COMMITMENTS)


                                                             Pro Rata
Lender                         Commitment                    Share

Imperial Bank                  $5,000,000                      50%

PFF Bank & Trust               $ 5,000,000                     50%



<PAGE>


                                   SCHEDULE B


                             SCHEDULE OF EXCEPTIONS
                        TO REPRESENTATIONS AND WARRANTIES


                                    ("None")





<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 under the Loan Agreement,
as amended pursuant to this Amendment.

Executed as of the date first above written

                             PLM INTERNATIONAL, INC.


                          By:___/s/Stephen M. Bess_____________
                          Stephen M. Bess
                          President and Chief Executive Officer


                          PLM FINANCIAL SERVICES, INC.


                          By:__/s/Stephen M. Bess_____________
                          Stephen M. Bess
                          President and Chief Executive Officer


                          PLM TRANSPORTATION EQUIPMENT CORPORATION


                          By:__/s/Stephen M. Bess______________
                          Stephen M. Bess
                          President and Chief Executive Officer