AMENDMENT NO. 1
                         TO FOURTH AMENDED AND RESTATED
                          WAREHOUSING CREDIT AGREEMENT

                                 (Growth Funds)


THIS AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT
dated as of December  10, 1999 (the  "Amendment"),  is entered into 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"),  and  PROFESSIONAL  LEASE  MANAGEMENT  INCOME FUND I, L.L.C.,  a Delaware
limited  liability  company ("Income Fund I") (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 V, EGF VI and EGF VII, and the sole manager, in the
case  of  Income  Fund  I  ("FSI"),  the  banks,   financial   institutions  and
institutional  lenders  from time to time party  hereto  and  defined as Lenders
herein and FIRST UNION  NATIONAL  BANK 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.

                                    RECITALS

         A.  Borrowers,  Lenders and Agent entered into that Fourth  Amended and
Restated Warehousing Credit Agreement dated as of December 15, 1998 (the "Credit
Agreement"),  pursuant to which Lenders have agreed to extend and make available
to Borrowers certain advances of money.

         B.  Borrowers  desire  to amend the  Credit  Agreement  to  extend  the
Commitment Termination Date to June 30, 2000.

         C. 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:

         Section 1.  Amendments to Credit Agreement.

                            1.1 Commitment  Termination  Date. The definition of
"Commitment  Termination  Date" set forth in Section 1.1 of the Credit Agreement
is deleted in its entirety and is replaced with the following:

                  "Commitment Termination Date" means June 30, 2000.

                            1.2  Cash  Balances.   Section  7.3  of  the  Credit
Agreement is deleted in its entirety and is replaced with the following:

                  7.3 CASH BALANCES.  The Equipment Growth Funds of which FSI is
          the sole general partner shall maintain  aggregate  unrestricted  cash
          balances of $8,500,000.

          SECTION  2.   LIMITATIONS  ON   AMENDMENTS

                            (a) 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.

                            (b) 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 amended, are hereby ratified and confirmed and shall
remain in full force and effect.

         SECTION 3. REPRESENTATIONS AND WARRANTIES.  In order to induce Lenders
and Agent to enter into this  Amendment,  each Borrower  severally as to itself,
but not jointly as to the other Borrowers and FSI, and FSI jointly and severally
with each Borrower and as to itself  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 which shall be
true as of such different date) are true,  accurate and complete in all material
respects  as of the date  hereof and (ii) no Event of  Default,  or event  which
constitutes a Potential Event of Default, has occurred and is continuing;

                            (b)  each   Borrower  and  FSI  has  the  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 respective LP-1s,  certificates of formation
and  certificates  of  incorporation  and the  respective  agreements of limited
partnership,  operating  agreements and bylaws delivered by Borrowers and FSI to
each  Lender in  connection  with the  closing  of the Credit  Agreement  or, if
earlier, the Third Amended and Restated Warehousing Credit Agreement dated as of
December 2, 1997 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 Borrowers and FSI
of this Amendment and the  performance  by Borrowers and FSI of its  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 Borrowers and FSI;

                            (e) The  execution and delivery by each Borrower and
FSI of this  Amendment  and the  performance  by  each  Borrower  and FSI of its
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 or
FSI, (ii) the organizational documents of such Borrower or FSI, (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 FSI or (iv) any
contractual restriction binding on or affecting such Borrower or FSI;

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

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

          SECTION 4.  REAFFIRMATION.  Each Borrower and FSI hereby reaffirms its
Obligations under each Loan Document to which it is a party.

          SECTION 5.  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 each Borrower,  FSI and each Lender to
Agent;

                            (b) The  execution  and delivery by PLMI to Agent of
the  Acknowledgment  of Amendment and Reaffirmation of Guaranty attached to this
Amendment; and

                            (c) The  receipt  by Agent of a  certificate  of the
secretary  of FSI for itself and as the sole  general  partner  or  manager,  as
applicable of each  Borrower,  with  incumbency  signatures,  attaching  copies,
certified to be true and correct, of (i) the current organizational documents of
each Borrower and FSI (which certificate may instead refer to and incorporate by
reference to such documents as previously delivered to Agent under an identified
prior  certificate  of the  secretary  of  Borrower)  and  certifying  that such
organizational  documents have not been further amended and remain in full force
and effect, and (ii) resolutions of the board of directors of FSI approving this
Amendment.

          SECTION 6.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY AND
SHALL BE  CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
CALIFORNIA.

          SECTION 7. CLAIMS,  COUNTERCLAIMS,  DEFENSES,  RIGHTS OF SET-OFF. EACH
BORROWER AND FSI 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.

         SECTION 8. 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.

BORROWER                        PLM EQUIPMENT GROWTH FUND VI

                                BY PLM FINANCIAL SERVICES, INC.,
                                ITS GENERAL PARTNER


                                By:     /s/Richard K Brock
                                Title:  Acting CFO, Vice President and
                                        Corporate Controller

                                PLM EQUIPMENT GROWTH & INCOME FUND VII

                                BY PLM FINANCIAL SERVICES, INC.,
                                ITS GENERAL PARTNER


                                By:     /s/Richard K Brock
                                Title:  Acting CFO, Vice President and
                                        Corporate Controller



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

                                BY PLM FINANCIAL SERVICES, INC.,
                                   ITS MANAGER


                                By:     /s/Richard K Brock
                                Title:  Acting CFO, Vice President and
                                        Corporate Controller


FSI                              PLM FINANCIAL SERVICES, INC.


                                 By:    /s/Richard K Brock
                                 Title: Acting CFO, Vice President and
                                        Corporate Controller


LENDERS                          FIRST UNION NATIONAL BANK


                                 By:     /s/Bill A. Shirley
                                 Title:  Senior Vice President



AGENT                            FIRST UNION NATIONAL BANK

                                 By:     /s/Bill A. Shirley
                                 Title:  Senior Vice President