THIRD AMENDMENT TO
                          WAREHOUSING CREDIT AGREEMENT

     THIS  THIRD AMENDMENT TO WAREHOUSING CREDIT AGREEMENT (this "Amendment") is
made  and  entered  into  as of July 11, 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")
(EGV  V,  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  (other  than  EGF V), 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 (other than EGF V), FSI, Agent and the Lenders and
that  Second  Amendment  to  Warehousing Credit Agreement, dated as of April 12,
2002,  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superseded,  the  "Loan  Agreement").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) amend the
Operating  Cash  Flow Coverage Ratio covenant, 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,  Lenders  and  Agent  hereby  agree  as  follows:
     SECTION  1.     AMENDMENT  TO  DEFINITIONS.

          1.1     AMENDMENT  TO  DEFINITION  OF  "COMMITMENT  TERMINATION
DATE." The definition of "Commitment Termination Date" contained 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  June  30,  2003.

          1.2     AMENDMENT  TO  DEFINITION  OF  "OPERATING  CASH  FLOW COVERAGE
RATIO."  The  definition  of  "Operating  Cash Flow Coverage Ratio" contained in
Section  1.1  of the Loan Agreement is deleted in its entirety and the following
is  inserted  in  lieu  thereof:

          "OPERATING CASH FLOW COVERAGE RATIO" means, as measured separately for
each  Equipment  Growth  Fund  as at any date of determination, the ratio of (a)
Consolidated EBIDA of such Equipment Growth Fund adjusted for gains or losses on
the  sale  of  Equipment  in  the  ordinary course of business to the extent not
already taken into account in the determination of Consolidated EBIDA to (b) the
sum of (i) the aggregate amount of principal payments due on Consolidated Funded
Debt  of  such  Equipment  Growth  Fund  (excluding  the  Loans) during the four
consecutive  fiscal  quarters  immediately  succeeding  such  date  plus  (ii)
Consolidated  Interest  Expense  of  such  Equipment  Growth  Fund  plus  (iii)
twenty-five  percent  (25%)  of  the  aggregate  principal  amount  of the Loans
outstanding  for  such  Equipment  Growth Fund on such date (excluding principal
amounts  of  Loans outstanding for ninety (90) days or less). Consolidated EBIDA
and Consolidated Interest Expense to be measured for the four consecutive fiscal
quarters  then  ended  on  such  date.

          1.3     AMENDMENT  TO  DEFINITION  OF  "CONSOLIDATED  EBIDA."  The
definition  of  "Consolidated  EBIDA"  contained  in  Section  1.1  of  the Loan
Agreement  is  deleted  in  its  entirety  and the following is inserted in lieu
thereof:

          "CONSOLIDATED EBIDA" means, for any Equipment Growth Fund, as measured
as  at any date of determination for any period on a consolidated basis, the sum
of  (a)  the Consolidated Net Income of such Equipment Growth Fund, plus (b) all
amounts treated as expenses for depreciation and the amortization of intangibles
of  any  kind,  plus (c) Consolidated Interest Expense, plus (d) non-liquidating
cash distributions received from USPE's, and in the cases of clauses (b) and (c)
above,  each  to  the  extent  included in the determination of Consolidated Net
Income.

     SECTION  2.  AMENDMENTS  TO  FINANCIAL  COVENANTS.

          2.1     AMENDMENT  TO  MINIMUM  OPERATING  CASH  FLOW  COVERAGE
RATIO.  Section  7.1  of  the  Loan Agreement is deleted in its entirety and the
following  is  inserted  in  lieu  thereof:

          Each  Equipment  Growth  Fund  shall  maintain  an Operating Cash Flow
Coverage  Ratio  of  not  less  than  1.25:1.00.

          2.2     FUNDED  DEBT  RATIO  COVENANT.  The  following  paragraph  is
inserted  immediately  following  Section  7.4  of  the  Loan  Agreement:

          AcquiSub  covenants  and  agrees  that,  so  long  as  the Commitments
hereunder  shall be available, and until full, complete and indefeasible payment
and  performance  of  the  Obligations,  including without limitation, all Loans
evidenced  by  the  Notes,  unless  Requisite Lenders shall otherwise consent in
writing,  AcquiSub  shall  cause  PLMI  to  maintain  a Funded Debt Ratio of not
greater  than  1.0:1.0,  all  in  accordance  with  the  PLMI  Letter.

     SECTION  3.     CONDITIONS  PRECEDENT.  The  legal  effectiveness  of  this
Amendment  is  subject  to  the  satisfaction of all of the following conditions
precedent:

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

          3.2     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 delivered to Agent pursuant to Section 5.1 of
the  Loan  Agreement,  as  determined  by  Agent  in  its  sole  discretion; and

          3.3     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  4.     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  5.     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). Each of Borrower 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 or FSI, as applicable.

     SECTION 6.     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  7.     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/or their affiliates.

     SECTION  8.     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.























     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  V

                              BY  PLM  FINANCIAL  SERVICES,  INC.,
                              ITS  GENERAL  PARTNER


                              By  ______________________________
                              Stephen  M.  Bess
                              President  and  Chief  Executive  Officer

                              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  ________________________________
                              Steve  Capps
                              Vice  President


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

                              By  ________________________________
                              Misako  Noda
                              Vice  President









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  July  11,  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