AMENDMENT NO. 1
                         TO SECOND AMENDED AND RESTATED
                          WAREHOUSING CREDIT AGREEMENT
                                 (Growth Funds)


         THIS  AMENDMENT  NO.  2 TO  AMENDED  AND  RESTATED  WAREHOUSING  CREDIT
AGREEMENT dated as of November 5, 1996 (the "Amendment"), is entered into by and
among PLM EQUIPMENT GROWTH FUND IV, a California limited partnership ("EGF IV"),
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"),  and  PROFESSIONAL  LEASE  MANAGEMENT  INCOME FUND I, L.L.C.,  a Delaware
limited  liability company ("Income Fund I") (EGF IV, EGF V, EGF VI, EGF VII and
Income  Fund I 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 IV, EGF V, EGF VI and EGF VII, and the
sole manager, in the case of Income Fund I ("FSI"), FIRST UNION NATIONAL BANK OF
NORTH CAROLINA  ("FUNB"),  FLEET BANK,  N.A.  ("Fleet") 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 "Lender," 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.

                                     RECITAL



<PAGE>



in  respect  of  pledA.Annual  Borrowers,  PLM  Equipment  Growth  Fund  III,  a
California limited partnership ("EGF III"),  Lenders and Agent have entered into
that certain Second Amended and Restated  Warehousing  Credit Agreement dated as
of May 31, 1996 (the "Credit Agreement"),  by and among Borrowers, EGF III, FUNB
(as the sole Lender party  thereto),  and Agent  pursuant to which  Lenders have
agreed to extend and make available to Borrowers certain advances of money.


                  B.  Borrowers  desire that  Lenders and Agent amend the Credit
Agreement to increase the aggregate amount of the Commitments by $15,000,000, to
extend the  Commitment  Termination  Date, to remove EGF III as a borrower under
the  revolving  credit  facility,  to add PLM  International,  Inc.,  a Delaware
corporation  ("PLMI"),  as a  guarantor  of FSI's  Obligations  under the Credit
Agreement and FSI's Guaranty  Obligations under its Guaranty,  as more fully set
forth herein.

                  C.  FUNB  is  currently  the  sole  Lender  under  the  Credit
Agreement.  On the terms and conditions set forth below, Fleet desires to become
a Lender  under the  Credit  Agreement  and to make Loans to  Borrowers  with an
aggregate Commitment of $15,000,000.

                  D. Subject to the  representations and warranties of Borrowers
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:

         2.          AMENDMENTS.  The Credit Agreement is hereby amended 
                     as follows:

                  1 Section 1.1 Defined Terms  (Commitment).  The  definition of
"Commitment"  set forth in  Section  1.1 of the Credit  Agreement  is amended by
deleting Schedule A to the Credit Agreement entitled  "Commitments"  referred to
in such  definition  in its  entirety  and  replacing  such  Schedule A with the
Schedule A attached to this  Amendment,  and the  respective  Commitment of each
Lender in effect from and after the effective  date of this  Amendment  shall be
equal to the amount set forth opposite such Lender's name in Schedule A.

         1.2  Section 1.1  Defined  Terms  (Commitment  Termination  Date).  The
definition  of  "Commitment  Termination  Date" set forth in Section  1.1 of the
Credit Agreement is deleted and replaced with the following:

                  "Commitment Termination Date" means October 3, 1997.

                  2 Section 1.1 Defined  Terms  (Guaranty).  The  definition  of
"Guaranty"  set forth in Section  1.1 of the  Credit  Agreement  is deleted  and
replaced with the following:

                  "Guaranty" means, collectively, that certain Guaranty dated as
         of June 30,  1993,  executed  by FSI in favor of Lenders  and Agent and
         that certain Guaranty dated as of November 5, 1996, executed by PLMI in
         favor of Lenders and Agent.

                  3  Section  1.1  Defined  Terms  (Responsible   Officer).  The
definition  of  "Responsible  Officer"  set forth in  Section  1.1 of the Credit
Agreement is deleted and replaced with the following:

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

                  4  Section  1.1  Defined  Terms   (Requisite   Lenders).   The
definition  of  "Requisite  Lenders"  set  forth in  Section  1.1 of the  Credit
Agreement is deleted and replaced with the following:

                  "Requisite  Lenders"  means any  combination  of Lenders whose
         combined Pro Rata Share (and voting  interest with respect  thereto) of
         all amounts  outstanding  under this Agreement,  or, in the event there
         are no amounts outstanding,  the Commitments, is greater than sixty-six
         and two-thirds percent (66 2/3%) of all such amounts outstanding or the
         total Commitments,  as the case may be; provided,  however, that in the
         event  there are only two (2)  Lenders,  Requisite  Lenders  means both
         Lenders.

                  5 Section  2.2.1  Revolving  Facility.  The portion of Section
2.1.1 of the Credit Agreement  preceding  subsection (a) is deleted and replaced
with the following:

                           2.1.1  Revolving  Facility.  Subject to the terms and
         conditions of this  Agreement and in reliance upon the  representations
         and  warranties of Borrowers set forth herein,  Lenders hereby agree to
         make  Advances (as defined  below) of  immediately  available  funds to
         Borrowers,  on a  revolving  basis,  from the  Closing  Date  until the
         Business Day immediately preceding the commitment  Termination Date, in
         the aggregate  principal  amount  outstanding at any time not to exceed
         the  lesser  of (a) the total  Commitments  for the  Facility  less the
         aggregate  principal  amount then  outstanding  under the TEC  AcquiSub
         Agreement and under the AFG Agreement or (b) for any one Borrower,  its
         respective  Borrowing Base or (c) $35,000,000 (such lesser amount being
         the  "Maximum  Availability"),  as more fully set forth in this Section
         2.1.1.  The  obligation  of Borrowers to repay the Advances made to any
         Borrower shall be several but not joint.

                  6   Section   2.1.1(a)(i)   Facility   Commitments.    Section
2.1.1(a)(i) of the Credit Agreement is deleted and replaced with the following:

                           (i) On the Funding  Date  requested  by any  Borrower
         (the "Requesting  Borrower"),  after such Borrower shall have satisfied
         all applicable conditions precedent set forth in Section 3, each Lender
         shall advance  immediately  available funds to Agent (each such advance
         being an "Advance")  evidencing  such Lender's Pro Rata Share of a loan
         ("Loan").  Agent shall immediately  advance such immediately  available
         funds to such Borrower at the Designated Deposit Account (or such other
         deposit account at FUNB or such other financial institution as to which
         such  Borrower and Agent shall agree at least three (3)  Business  Days
         prior to the  requested  Funding Date) on the Funding Date with respect
         to such Loan. The Requesting Borrower shall pay interest accrued on the
         Loan at the rates and in the  manner  set  forth in  Section  2.1.1(b).
         Subject  to the terms and  conditions  of this  Agreement,  the  unpaid
         principal  amount of each Loan and all unpaid interest accrued thereon,
         together with all other fees, expenses, costs and other sums chargeable
         to the Requesting  Borrower  incurred in connection  therewith shall be
         due and payable no later than the Maturity Date of such Loan. Each Loan
         advanced  hereunder by each Lender shall be evidenced by the Requesting
         Borrower's  revolving  promissory  note  substantially  in the  form of
         Exhibit A (each a "Note").

                  7 Section 3.3.1 General  Partner or Manager.  Section 3.3.1 of
the Credit Agreement is deleted and replaced with the following:

                           3.3.1  General  Partner  Or  Manager.  FSI shall have
         ceased to be the sole  general  partner of any of EGF IV, EGF V, EGF VI
         or EGF VII or the sole  manager of Income  Fund I,  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.

                  8 Section 5 Annual  Statements.  Section  5.1.2 of the  Credit
Agreement is deleted and replaced with the following:

Annual   Statements. As ( in the case of such consolidated financial statements,
         accompanied by a report thereon of an independent  public accountant of
         recognized  national  standing  selected by each  Borrower and PLMI and
         satisfactory  to Agent,  which report shall contain an opinion which is
         not  qualified  in any manner or which  otherwise  is  satisfactory  to
         Requisite  Lenders,  in their sole  discretion,  and (B) in the case of
         such  consolidating  financial  statements,   certified  by  the  Chief
         Financial Officer or Corporate Controller of PLMI;

                  9 Section 6 Borrowers' and FSI's Negative Covenants. Section 6
of the Credit Agreement is deleted and replaced with the following:

         SECTION 6.        BORROWERS' AND FSI'S NEGATIVE COVENANTS.

                           So long as any of the Commitments  shall be available
         and until full,  complete and  indefeasible  payment and performance of
         the Obligations,  unless Requisite  Lenders shall otherwise  consent in
         writing, each Borrower,  severally, as to itself, but not jointly as to
         the other  Borrowers and FSI, and FSI,  jointly and severally with each
         Borrower as to such  Borrower  and to itself,  covenants  and agrees as
         follows:

                  6.1 Liens;  Negative Pledges; And Encumbrances.  Each Borrower
         shall not  create,  incur,  assume  or  suffer to exist,  and shall not
         permit any Marine  Subsidiary of such Borrower or Owner Trustee holding
         record title to any Eligible  Inventory for the beneficial  interest of
         such  Borrower  to create,  incur,  assume or suffer to exist,  and FSI
         shall  not  permit  any  of  its   Subsidiaries   (including,   without
         limitation, TEC and TEC AcquiSub) to create, incur, assume or suffer to
         exist,  any Lien of any  nature  upon or with  respect  to any of their
         respective  Property,   whether  now  or  hereafter  owned,  leased  or
         acquired, except (collectively, the "Permitted Liens"):

                           6.1.1  Existing  Liens  disclosed  on  Schedule  6.1,
         provided that the obligations secured thereby are not increased;

                           6.1.2 Liens for  Charges if payment  shall not at the
         time be required to be made in accordance with Section 5.4;

         (a) in respect of pledg( under workers' compensation laws, unemployment
         insurance  and other types of social  security or similar  legislation,
         (b) in connection with surety,  appeal and similar bonds  incidental to
         the conduct of litigation,  (c) in connection with bid,  performance or
         similar bonds and mechanics',  laborers' and  materialmen's and similar
         statutory Liens not then  delinquent,  or (d) incidental to the conduct
         of the  business  of  such  Borrower,  any  Marine  Subsidiary  of such
         Borrower,  or any Owner Trustee or any of FSI's  Subsidiaries and which
         were not  incurred in  connection  with the  borrowing  of money or the
         obtaining of advances or credit;  provided that the Liens  permitted by
         this Section 6.1.3 do not in the aggregate  materially detract from the
         value of any assets or property of or materially impair the use thereof
         in the operation of the business of such Borrower, any Owner Trustee or
         any of FSI's  Subsidiaries;  and  provided  further  that  the  adverse
         determination  of any  claim or  liability,  contingent  or  otherwise,
         secured by any of such Liens  would not either  individually  or in the
         aggregate, with reasonable likelihood, have a Material Adverse Effect;

                           6.1.4    Permitted Rights of Others; and

                           6.1.5  Liens  granted  in favor of Agent on behalf of
         Lenders under the TEC AcquiSub Agreement and the security agreement and
         other loan documents delivered by TEC AcquiSub pursuant thereto.

                  6.2  Acquisitions.  Each  Borrower  shall  not,  and shall not
         permit any Marine  Subsidiary  of such  Borrower  to, and FSI shall not
         permit TEC and TEC AcquiSub to, make any  Acquisition or enter into any
         agreement  to make any  Acquisition,  other  than with  respect  to the
         purchase  of  Equipment  in the  ordinary  course  of  business  or the
         formation or acquisition of a Marine Subsidiary.

                  6.3  Limitations  On  Indebtedness.  Each  Borrower  shall not
         create,  incur,  assume  or  suffer to exist,  nor  permit  any  Marine
         Subsidiary of such Borrower or Owner  Trustee  holding  record title to
         any Eligible Inventory for the beneficial  interest of such Borrower to
         create,  incur, assume or suffer to exist, and FSI shall not permit any
         of  its  Subsidiaries  (including,  without  limitation,  TEC  and  TEC
         AcquiSub) to create, incur, assume or suffer to exist, any Indebtedness
         or  Contingent  Obligation;  provided,  however,  that this Section 6.3
         shall not be deemed to prohibit:

                           6.3.1 The  Obligations  to Lenders and Agent  arising
         hereunder and under the other Loan Documents;

                           6.3.2  Existing  Indebtedness  disclosed  on Schedule
         6.3(a) and anticipated Indebtedness disclosed on Schedule 6.3(b);

                           6.3.3 Indebtedness of any Subsidiary of FSI, provided
         that such Indebtedness is non-recourse as to FSI, TEC and TEC AcquiSub;

                           6.3.4  The   acquisition   of  goods,   supplies   or
         merchandise on normal trade credit;

                           6.3.5  The  endorsement  of  negotiable   instruments
         received in the ordinary course of any Borrower's business as presently
         conducted;

                           6.3.6   Indebtedness   incurred  in  respect  of  the
         deferred  purchase  price  for an item of  Equipment,  but  only to the
         extent that the  incurrence  of such  Indebtedness  is customary in the
         industry  with  respect  to the  purchase  of this  type  of  equipment
         (provided  that such  Indebtedness  shall only be permitted  under this
         Section  6.3.6  if,   taking  into  account  the   incurrence  of  such
         Indebtedness,  the Borrower incurring such Indebtedness shall not be in
         violation of any of the  financial  covenants set forth in Section 7 if
         measured as of the date of incurrence as determined by GAAP); and

                           6.3.7 Any Guaranty Obligations of any Borrower in the
         form  of  performance  guaranties  undertaken  on  behalf  of a  Marine
         Subsidiary of such Borrower in favor of the charter party in connection
         with the leasing of a marine vessel on a time charter;

                  6.4 Use Of  Proceeds.  Each  Borrower  and FSI shall not,  and
         shall not  permit  any  Marine  Subsidiary  of such  Borrower  or Owner
         Trustee  holding  record  title  to  any  Eligible  Inventory  for  the
         beneficial interest of such Borrower or FSI to, use the proceeds of any
         Loan except for the  purpose  set forth in Recital C, above,  and shall
         not,  and shall not permit  any such  Marine  Subsidiary  or such Owner
         Trustee to, use the proceeds to repay any loans or advances made by any
         other Person.

                  6.5  Disposition  Of Assets.  Each Borrower and FSI shall not,
         and shall not permit  any Marine  Subsidiary  of such  Borrower  or any
         Owner Trustee  holding  record title to any Eligible  Inventory for the
         beneficial  interest  of such  Borrower  or FSI  to,  sell,  assign  or
         otherwise dispose of, any of its or their respective assets, except for
         full,  fair and  reasonable  consideration,  or enter into any sale and
         leaseback  agreement  covering any of its or their  respective fixed or
         capital assets.

                  6.6 Restriction On Fundamental Changes.  Each Borrower and FSI
         shall not, and shall not permit any Marine  Subsidiary of such Borrower
         to,   enter  into  any   transaction   of  merger,   consolidation   or
         recapitalization,  directly or indirectly,  whether by operation of law
         or otherwise,  or liquidate,  wind up or dissolve itself (or suffer any
         liquidation or dissolution),  or convey, sell, lease, assign,  transfer
         or  otherwise   dispose  of,  in  one   transaction   or  a  series  of
         transactions,  all or any part of its  business,  Property  or  assets,
         whether  now owned or  hereafter  acquired,  or acquire by  purchase or
         otherwise all or substantially all the business, Property or assets of,
         or stock or other  evidence  of  beneficial  ownership  of, any Person,
         except sales (a) of Equipment in the ordinary  course of business  (for
         the purposes of this Section 6.6,  with respect to any Borrower and any
         Marine  Subsidiary of such Borrower,  ordinary course of business shall
         refer to the  business  of the  Equipment  Growth  Funds and all Marine
         Subsidiaries,  collectively)  and (b) any Subsidiary of FSI (other than
         TEC  AcquiSub)  may be merged or  consolidated  with or into FSI or any
         wholly-owned  Subsidiary  of  FSI,  or  be  liquidated,   wound  up  or
         dissolved,  or all or  substantially  all of its business,  property or
         assets may be conveyed, sold, leased, transferred or otherwise disposed
         of, in one  transaction  or a series of  transactions,  to,  FSI or any
         wholly-owned  Subsidiary of FSI;  provided  that, in the case of such a
         merger or consolidation,  FSI or such wholly-owned  Subsidiary shall be
         the continuing or surviving corporation.

                  6.7 Transactions With Affiliates. Each Borrower shall not, and
         shall not permit any Marine Subsidiary of such Borrower to, directly or
         indirectly,  enter into or permit to exist any transaction  (including,
         without  limitation,  the  purchase,  sale,  lease or  exchange  of any
         property or the rendering of any service) with any of its Affiliates on
         terms  that  are  less  favorable  to  such  Borrower  or  such  Marine
         Subsidiary  than those that might be obtained at the time from  Persons
         who are not such Affiliates.

                  6.8 Maintenance Of Business.  Each Borrower shall not, and FSI
         shall not permit any of its  existing  Subsidiaries  to,  engage in any
         business materially different than the business currently engaged in by
         such Person.

                  6.9 No Distributions. Each Borrower shall not make, pay or set
         apart any funds for the  payment of  distribution  to its  partners  or
         members  if such  distribution  would  cause or  result  in an Event of
         Default or Potential Event of Default.

                  6.10 Events Of Default.  Each  Borrower and FSI shall not take
         or omit to take any action, which act or omission would, with the lapse
         of time,  or otherwise  constitute  (a) a default,  event of default or
         Event of Default under any of the Loan Documents or (b) a default or an
         event of default under any other material agreement,  contract,  lease,
         license,  mortgage,  deed of trust or  instrument  to which either is a
         party or by which either or any of their Properties or assets is bound,
         which default or event of default would,  with  reasonable  likelihood,
         have a Material Adverse Effect.

                  6.11  ERISA.  If any  Borrower  or FSI or any of  their  ERISA
         Affiliates  incurs any  obligation  to  contribute to any Pension Plan,
         then such Borrower or FSI, as the case may be, shall not (a) terminate,
         or permit such ERISA Affiliate to terminate,  any Pension Plan so as to
         result in any liability that would, with reasonable likelihood,  have a
         Material  Adverse Effect or (b) make or permit such ERISA  Affiliate to
         make a complete  or partial  withdrawal  (within the meaning of Section
         4201 of  ERISA)  from any  Multiemployer  Plan so as to  result  in any
         liability  that  would,  with  reasonable  likelihood,  have a Material
         Adverse Effect.

                  6.12 No Use Of Any Lender's Name.  Each Borrower and FSI shall
         not use or authorize  others to use any  Lender's  name or marks in any
         publication or medium, including,  without limitation,  any prospectus,
         without such Lender's advance written authorization.

                  6.13  Certain  Accounting  Changes.  Each  Borrower  shall not
         change its fiscal year end from December 31, nor make any change in its
         accounting  treatment  and reporting  practices  except as permitted by
         GAAP; provided, however, that should any Borrower change its accounting
         treatment or reporting  practices in a way that would cause a change in
         the  calculation,  or in the  results of a  calculation,  of any of the
         financial  covenants set forth in Section 7, below,  then such Borrower
         shall  continue  to  calculate  such  covenants  as if such  accounting
         treatment or reporting  practice had not been changed unless  otherwise
         agreed to by Requisite Lenders.

                  6.14   Amendments   Of  Limited   Partnership   Or   Operating
         Agreements. Each Borrower shall not, shall not cause to occur and shall
         not permit any  amendment,  modification  or supplement of or to any of
         the  terms  or  provisions  of  such  Borrower's  Limited   Partnership
         Agreement  or, in the case of Income Fund I, its  Operating  Agreement,
         which  amendment,  modification  or supplement  would affect,  limit or
         otherwise  impair such  Borrower's  ability to pay the  Obligations  or
         perform its  obligations  under this Agreement or any of the other Loan
         Documents.




<PAGE>



                  11 Note.  The forms of Note set forth as Exhibits  A-1 through
A-6 of the Credit  Agreement  are deleted and  replaced  with Exhibit A attached
hereto.


                  12 Borrowing Base Certificate.  The Borrowing Base Certificate
set forth as Exhibit B of the Credit  Agreement  is deleted  and  replaced  with
Exhibit B attached hereto.

                  3.        LIMITATIONS ON AMENDMENTS.

                           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 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 waived or amended, are hereby ratified and confirmed
and shall remain in full force and effect.

                  4. REPRESENTATIONS AND WARRANTIES.  In order to induce Lenders
and Agent to enter into this Amendment, each 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) are true,  accurate and
complete in all  material  respects as of the date hereof and (ii) no Default or
Event of Default,  or event which constitutes a Potential Event of Default,  has
occurred and is continuing;

                           (b)  Each  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 articles of  incorporation,  bylaws and other
organizational  documents  of  each  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 each  Borrower of
this  Amendment  and  the   performance  by  each  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 have been duly  authorized by
all necessary corporate action on the part of such Borrower;

                           (e) The  execution  and delivery by each  Borrower of
this  Amendment  and  the   performance  by  each  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 such Borrower, (ii)
the articles of incorporation, bylaws, or other organizational documents of such
Borrower, (iii) any order, judgment or decree of any court or other governmental
or public body or authority,  or subdivision thereof,  binding on such Borrower,
or (iv) any contractual restriction binding on or affecting such Borrower;

                           (f) The  execution  and delivery by each  Borrower of
this  Amendment  and  the   performance  by  each  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  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 such Borrower,  except as already
has been obtained or made; and

                           (g)  This   Amendment  has  been  duly  executed  and
delivered  by each  Borrower  and is the binding  Obligation  of each  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.

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

                  6.  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 Borrowers, Lenders and Agent.

                           (b) The execution and delivery of the Acknowledgement
of Amendment and Reaffirmation of Guaranty attached to this Amendment by FSI.

                           (c)   Receipt  by  Agent,   in  form  and   substance
satisfactory  to Lenders,  of a Guaranty of FSI's  Obligations  under the Credit
Agreement and FSI's Guaranty Obligations under its Guaranty dated as of the date
hereof executed by PLMI in favor of Lenders and Agent.

                           (d)   Receipt  by  Agent,   in  form  and   substance
satisfactory to Lenders, of a certified copy of the records of all actions taken
by each  Borrower,  FSI and PLMI,  including all corporate  resolutions  of each
Borrower,  FSI and PLMI  authorizing or relating to the execution,  delivery and
performance of this Amendment and the Guaranty, as the case may be.

                           (e)   Receipt  by  Agent,   in  form  and   substance
satisfactory  to Lenders,  of Notes  executed by each  Borrower in favor of each
Lender in the stated  principal  amount equal to each Lender's Pro Rata Share of
the Commitments, which Notes will replace and supersede the existing Notes dated
May 31, 1996, issued by Borrowers to Agent.

                           (f)   Receipt  by  Agent,   in  form  and   substance
satisfactory to Lenders,  of a supplemental  fee letter (the  "Supplemental  Fee
Letter") and a supplemental agent's side letter (the "Supplemental  Agent's Side
Letter"),  each duly executed by each  Borrower,  AFG and TEC AcquiSub,  and the
Supplemental  Arrangement Fee and the Supplemental  Agent's Fee described in the
Supplemental Fee Letter and the Supplemental Agent's Side Letter, respectively.

                           (g) Receipt by Agent of an originally  executed legal
opinion of Stephen Peary,  general  counsel of each Borrower and  Guarantor,  on
behalf of each Borrower and  Guarantor,  in form and substance  satisfactory  to
Lenders,  dated as of the  effective  date of this  Amendment  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.

                           (h)  Satisfaction,  to the  approval  of Lenders  and
Agent, of all conditions  precedent to the  effectiveness  of Amendment No. 2 to
Amended and Restated Warehousing Credit Agreement dated as of the date hereof by
and among TEC AcquiSub, Lenders and Agent.

                           (i)  Satisfaction,  to the  approval  of Lenders  and
Agent, of all conditions  precedent to the  effectiveness  of Amendment No. 1 to
Warehousing  Credit  Agreement  dated as of the date  hereof by and  among  AFG,
Lenders and Agent.

                  7.  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.

                  8. CLAIMS,  COUNTERCLAIMS,  DEFENSES,  RIGHTS OF SET-OFF. EACH
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.

                  9. FLEET AS LENDER.  Upon the  execution  and delivery of this
Amendment,  Fleet  shall be a Lender  and a party to the Credit  Agreement,  and
shall be entitled to the rights and benefits of the Loan  Documents  and, to the
extent of the  percentage  equivalent of Fleet's  Commitment  under the Facility
divided by the aggregate Commitment of all Lenders under the Facility,  have the
rights and obligations of a Lender thereunder.

                  10.  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.

BORROWERS                   PLM EQUIPMENT GROWTH FUND IV

                            BY PLM FINANCIAL SERVICES, INC.,
                            ITS GENERAL PARTNER


                            By  /s/ J. Michael Allgood
                                ---------------------------
                                J. Michael Allgood
                                Chief Financial Officer


                            PLM EQUIPMENT GROWTH FUND V

                            BY PLM FINANCIAL SERVICES, INC.,
                            ITS GENERAL PARTNER


                            By  /s/ J. Michael Allgood
                                --------------------------
                                J. Michael Allgood
                                Chief Financial Officer

                            PLM EQUIPMENT GROWTH FUND VI

                            BY PLM FINANCIAL SERVICES, INC.,
                            ITS GENERAL PARTNER


                            By  /s/ J. Michael Allgood
                                ---------------------------
                                J. Michael Allgood
                                Chief Financial Officer


                            PLM EQUIPMENT GROWTH & INCOME FUND VII
                               
                            BY PLM FINANCIAL SERVICES, INC.,
                            ITS GENERAL PARTNER


                            By  /s/ J. Michael Allgood
                                ---------------------------
                                J. Michael Allgood
                                Chief Financial Officer

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

                            BY PLM FINANCIAL SERVICES, INC.,
                            ITS MANAGER


                            By  /s/ J. Michael Allgood
                                ---------------------------
                                J. Michael Allgood
                                Chief Financial Officer


FSI                         PLM FINANCIAL SERVICES, INC.


                            By  /s/ J. Michael Allgood
                                --------------------------
                                J. Michael Allgood
                                Chief Financial Officer


LENDERS                     FIRST UNION NATIONAL BANK OF
                            NORTH CAROLINA


                            By  /s/ Bill A. Shirley
                                -------------------------
                                Bill A. Shirley
                                Vice President


                            FLEET BANK, N.A.


                            By /s/ Felix Herrera
                               ----------------------
                            Printed Name: Felix Herrera
                            Title:  Vice President


AGENT                       FIRST UNION NATIONAL BANK OF
                            NORTH CAROLINA, as Agent


                            By /s/ Bill A. Shirley
                               -----------------------
                               Bill A. Shirley
                               Vice President


<PAGE>


                          ACKNOWLEDGEMENT OF AMENDMENT
                          AND REAFFIRMATION OF GUARANTY
                                 (Growth Funds)


                  11. PLM Financial  Services,  Inc. ("FSI") hereby acknowledges
and confirms that it has reviewed and approved the terms and  conditions of this
Amendment  No. 1 to Second  Amended and Restated  Warehousing  Credit  Agreement
("Amendment").

                  12. FSI 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.

                  13. FSI 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 the date hereof.

GUARANTOR                 PLM FINANCIAL SERVICES, INC.


                          By   /s/ J. Michael Allgood
                               ----------------------------
                               J. Michael Allgood
                               Chief Financial Officer


<PAGE>










                                   SCHEDULE A

                                   COMMITMENTS



           LENDER                      COMMITMENT                PRO RATA SHARE

First Union National Bank              $35,000,000               35/50 x 100%
  of North Carolina

Fleet Bank, N.A.                       $15,000,000               15/50 x 100%


<PAGE>



                                    EXHIBIT A


                            REVOLVING PROMISSORY NOTE
                                    [LENDER]

$____________                                       San Francisco, California
                                                     Date:   November 5, 1996


         [BORROWER],  a  _____________________   (the  "Borrower"),   FOR  VALUE
RECEIVED,  hereby  unconditionally  promises  to pay to the  order  of  [LENDER]
("[_________________]"),  in lawful money of the United  States of America,  the
aggregate outstanding principal amount of  [_________________]'s  Pro Rata Share
of all Loans made to the Borrower 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  (this  "Note")  is one of the  Notes
referred to and defined in that certain Second Amended and Restated  Warehousing
Credit Agreement dated as of May 31, 1996, as amended by that certain  Amendment
No. 1 to Second Amended and Restated  Warehousing  Credit  Agreement dated as of
even  date  herewith  (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,  PLM Equipment  Growth Fund V, PLM Equipment  Growth
Fund VI, PLM Equipment Growth & Income Fund VII,  Professional  Lease Management
Income  Fund I,  L.L.C.,  PLM  Financial  Services,  Inc.  ("FSI"),  First Union
National Bank Of North Carolina, solely in its capacity as agent (solely in such
capacity,  the  "Agent")  for   [_________________]  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,  and amends,  restates and  replaces  that  certain  Revolving
Promissory  Note dated May 31, 1996,  executed and  delivered by the Borrower in
favor of and to the Agent, on behalf of the Lenders.  All capitalized terms used
but not  defined  herein  shall  have the same  meaning  as given to them in the
Credit Agreement.



<PAGE>



                  14. Principal Payments. Subject to the terms and conditions of
the Credit Agreement, including, without limitation, terms relating to mandatory
prepayments  of  principal   (Section   2.2.3),   the  entire  principal  amount
outstanding  under each Loan  evidenced by this Note 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 each such Loan being due and
payable on the Commitment Termination Date.


                  15.  Interest  Rate.  The  Borrower  further  promises  to pay
interest on the sum of the daily unpaid principal balance of all Loans evidenced
by this Note  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.

                  16. Place Of Payment.  All amounts payable  hereunder shall be
payable to the Agent, on behalf of  [_________________],  at the office of First
Union National Bank of North Carolina, 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.

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

                  18. 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 with respect to the Borrower,  all unpaid principal,  accrued interest
and other amounts owing hereunder shall, at the option of the Required  Lenders,
be  immediately  collectible by the Lenders and the Agent pursuant to the Credit
Agreement and applicable law.

                  19. 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.

                  20.  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.

                  21. 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                               [BORROWER]

                                       By:      PLM FINANCIAL SERVICES, INC.,
                                                a Delaware corporation
                                                its general partner/manager



                                       By
                                                J. Michael Allgood
                                                Chief Financial Officer


<PAGE>



                                    EXHIBIT B


                           BORROWING BASE CERTIFICATE

                            [Insert Borrower's Name]


                                                     __________________, 199_



First Union National Bank of North Carolina, as Agent
One First Union Center
301 South College Street
Charlotte, NC  28288
Attention:  Milton Anderson

Re:      Second Amended and Restated  Warehousing  Credit  Agreement dated as of
         May 31,  1996,  as amended by  Amendment  No. 1 to Second  Amended  and
         Restated  Warehousing  Agreement  dated as of  November 5, 1996 (as the
         same may from time to time be further amended,  modified,  supplemented
         or restated, the "Credit Agreement"), by and among PLM Equipment Growth
         Fund IV, a California limited partnership, PLM Equipment Growth Fund V,
         a  California  limited  partnership,  PLM  Equipment  Growth Fund VI, a
         California limited partnership, PLM Equipment Growth & Income Fund VII,
         a California limited partnership,  Professional Lease Management Income
         Fund I, L.L.C., a Delaware limited partnership (any one individually, a
         "Borrower,"  and  collectively  "Borrowers"),  PLM Financial  Services,
         Inc., a Delaware corporation and the sole general partner or manager of
         the Borrowers  ("FSI"),  First Union  National  Bank of North  Carolina
         ("FUNB"),  Fleet Bank,  N.A.  and each other  lender  whose name is set
         forth on the  signature  pages to the  Agreement or which may hereafter
         execute and deliver an  instrument  of  assignment  pursuant to Section
         11.10  of  the  Agreement  (any  one  individually,   a  "Lender,"  and
         collectively, "Lenders") and FUNB as Agent, on behalf of Lenders

Ladies and Gentlemen:

Reference is made to the Credit  Agreement.  The capitalized  terms used in this
Borrowing Base Certificate and not defined herein have the same meaning as given
to them in the Credit Agreement.

Pursuant to Section  5.1.3 of the Credit  Agreement,  the  undersigned  Borrower
hereby certifies as follows:



<PAGE>



                  22. The  information  furnished in Schedule 1 attached  hereto
was  true,  accurate  and  complete  as of the  last day of the  calendar  month
immediately  preceding the date of this  Borrowing Base  Certificate;  provided,
however, that if such certificate is being delivered with respect to a requested
borrowing of a Loan under the Credit Agreement,  then if expressly provided,  so
stated in Schedule 1, such  information  shall be true,  accurate  and  complete
through the requested  Funding Date. The  calculation of each item is subject to
the more detailed description thereof set forth in the Credit Agreement.


                  23.  Except as  disclosed in Schedule 2 attached  hereto,  the
representations  and warranties  set forth in Section 4 of the Credit  Agreement
are true, accurate and complete as of the date hereof;  provided,  however, that
those  representations and warranties  expressly referring to another date shall
be deemed to be made as of such date; and

                  24. The Borrower does not have knowledge of the existence,  as
of the date  hereof,  of any Event of Default  or  Potential  Event of  Default,
except for such  conditions or events  listed on Schedule 2 attached  hereto and
incorporated  herein by this  reference,  specifying  the  nature  and period of
existence thereof and what action the Borrower has taken, is taking and proposes
to take with respect thereto.

         IN WITNESS WHEREOF,  this Borrowing Base Certificate is executed by the
         undersigned this ____ day of , 199 .

                                       [INSERT BORROWER NAME]

                                       By:      PLM FINANCIAL SERVICES, INC.,
                                                a Delaware corporation,
                                                its general partner/manager



                                       By:
                                       Printed Name:
                                       Title:
Received by:

FIRST UNION NATIONAL BANK
OF NORTH CAROLINA,
in its capacity as Agent
under the Credit Agreement



By:
Printed Name:
Title:
Date:


<PAGE>

                                  SCHEDULE 1 TO
                           BORROWING BASE CERTIFICATE

                                               Dated            , 199
<TABLE>
<CAPTION>

Calculated separately for each Borrower:
<S>                                                                                                  <C>        
                                                                                                     $----------
1.             Fifty  percent  (50.0%) of the  unrestricted  cash  available for
               purchase of Eligible Inventory by Borrower

               25.       The lesser of Line 2(a)(vi) or Line 2(b)(vi):                               $__________

                (a)     (i)  The   aggregate  net  book  value  of  all  Eligible
                        Inventory $__________ (including the item(s) of Eligible
                        Inventory   being   financed  with  this  Loan  if  this
                        certificate  is  supplied  in  connection  with  a  Loan
                        request)  owned  of  record  by  Borrower  or  a  Marine
                        Subsidiary  or of  record  by an Owner  Trustee  for the
                        beneficial interest of Borrower or any Marine Subsidiary

                        .1        The aggregate net book value of all Eligible  Inventory listed     $__________
                        in Line  2(a)(i)  that is  off-lease or that is subject to a Lease under
                        which any  applicable  lease or rental  payment is more than ninety (90)
                        days past due

                        .2        Fifteen percent (15.0%) of Line 2(a)(i)                            $__________

                        .3        The  amount,  if any,  by which  Line  2(a)(ii)  exceeds  Line     $__________
                        2(a)(iii)

                        .4        Line 2(a)(i) minus Line 2(a)(iv)                                   $__________

                        .5        Seventy percent (70.0%) of Line 2(a)(v)                            $__________

or

               2         (i)     The aggregate  net fair market value of all Eligible  Inventory     $__________
                        (including  the item(s) of Eligible  Inventory  being financed with this
                        Loan if this  certificate is supplied in connection with a Loan request)
                        owned of record by  Borrower or a Marine  Subsidiary  or of record by an
                        Owner  Trustee  for the  beneficial  interest  of Borrower or any Marine
                        Subsidiary

                        .1        The aggregate net fair market value of all Eligible  Inventory     $__________
                        listed in Line  2(b)(i)  that is off-lease or that is subject to a Lease
                        under which any  applicable  lease or rental payment is more than ninety
                        (90) days past due

                        .2        Fifteen percent (15.0%) of Line 2(b)(i)                            $__________

                        .3        The  amount,  if any,  by which  Line  2(b)(ii)  exceeds  Line     $__________
                        2(b)(iii)

                        .4        Line 2(b)(i) minus Line 2(a)(iv)                                   $__________

                        .5        Fifty percent (50.0%) of Line 2(b)(v)

                3.      The  aggregate  Consolidated  Funded  Debt  of  Borrower  excluding  the     $__________
               principal amount of any Loans outstanding to Borrower under the Credit Agreement

                4.       Line 1 plus Line 2 minus Line 3                                             $__________

NOTE:    Lines 1, 2 and 3 to be computed (a) with respect to any requested Loan,
         as of the requested  Funding Date, and (b) with respect to the delivery
         of any monthly  Borrowing Base Certificate to be furnished  pursuant to
         Section 5.1.3,  as of the last day of the calendar month for which such
         Borrowing Base Certificate is furnished (provided, that for the purpose
         of computing  the  Borrowing  Base under this Line 1, in the event that
         Borrower or a Marine Subsidiary shall own less than one hundred percent
         (100.0%) of the record or beneficial  interests in any item of Eligible
         Inventory,  with one or more of the other Equipment Growth Funds owning
         of record or  beneficially  the  remaining  interests,  there  shall be
         included only Borrower's or such Marine  Subsidiary's,  as the case may
         be, ratable interest in such item of Eligible Inventory)

               26. Aggregate amount outstanding under TEC AcquiSub Agreement and
               the AFG $__________ Agreement

               27. Aggregate amount  outstanding  under the Credit Agreement for
               all  $__________  Borrowers  (include  any amounts to be drawn or
               proposed to be drawn by any other Borrower as of the date of this
               certificate  and not  reflected as  outstanding  under the Credit
               Agreement)

               28.       $50,000,000 less Line 5 plus 6                                                        $__________

               29.       Lesser of (a) Line 4 and (b) Line 7                                                   $__________

               30.       Lesser of Line 8 and $35,000,000                                                      $__________

               31.       Amount request to be advanced (must not be greater than Line 9)             $__________

</TABLE>

<PAGE>


                                  SCHEDULE 2 TO

                           BORROWING BASE CERTIFICATE

                          Dated ________________, 199_

                               LIST OF EXCEPTIONS


Condition(s) or event(s)  constituting an Event of Default or Potential Event of
Default:






Period of existence:






Remedial action with respect to such condition or event: