NON-COMPETITION AGREEMENT

This Non-Competition Agreement ("Agreement") is being entered into this 30th day
of September, 2000 by and among PLM International, Inc., a Delaware corporation,
PLM Rental, Inc, a Delaware corporation,  PLM Transportation  Equipment Corp., a
California corporation,  TEC AcquiSub,  Inc., a California corporation,  and PLM
Financial  Services,  Inc.,  a Delaware  corporation,  as the  manager of and on
behalf of  Professional  Lease  Management  Income Fund I, L.L.C.,  a California
limited liability  company ("LLC"),  and as general partner for and on behalf of
PLM Equipment  Growth Fund, PLM Equipment  Growth Fund II, PLM Equipment  Growth
Fund III,  PLM  Equipment  Growth  Fund IV,  PLM  Equipment  Growth  Fund V, PLM
Equipment  Growth Fund VI, and PLM Equipment  Growth and Income Fund VII, each a
California limited partnership  (collectively,  "Seller"),  and Marubeni America
Corporation, a New York corporation ("Buyer"), and is made with reference to the
following facts:

         A. Pursuant to that certain Asset  Purchase  Agreement  (the  "Purchase
Agreement"), dated as of May 24, 2000, between PLM, PLM Rental, PLM TEC, TEC and
Buyer,  as  well as the  Partnerships  Asset  Purchase  Agreement,  between  the
Partnerships   and  Buyer,   Buyer  has  agreed  to  purchase  from  Seller  and
Partnerships  certain  assets and  goodwill as  described in Section 3.18 of the
Purchase Agreement (the  "Acquisition"),  and Buyer seeks to protect such assets
and goodwill; and

         B.  Seller  has  had  access  to  business   secrets  and  confidential
information of the Business,  which are proprietary to the Business.  The use of
such business secrets and confidential information of the Business by any of the
Business's  competitors would be irreparably damaging to the Business.  It would
be  extremely  difficult  for Seller to become  affiliated  with those  entities
engaged in the activities  described in Section 1 below without making  unlawful
use of such business  secrets and confidential  information,  since the business
secrets and confidential  information would be immediately  applicable to and of
great value to the  businesses of those  entities.  Any such use of the business
secrets and  confidential  information  of the  business  would  materially  and
adversely  impact  the value of the  Business  purchased  by Buyer  through  the
Acquisition.


         C.  As  an  inducement  to  Buyer  to  acquire  the  Business  via  the
Acquisition,  each  Seller has agreed to  preserve  and  protect  the  goodwill,
business secrets and confidential information of the Business by agreeing to the
covenants set forth below.


         D.  Each Seller acknowledges and agrees that the Business presently
carries on business in all cities, counties and countries identified in the
Specified Region (as defined in Schedule A).


         In view of the  foregoing  and for  good  and  valuable  consideration,
receipt of which is hereby  acknowledged,  each Seller covenants and agrees with
Buyer as follows:

          1.  ACTIVITIES  SUBJECT  TO  AGREEMENT.  For the  Covenant  Period (as
defined in Section 2), each Seller will refrain,  within the  Specified  Region,
from (a) engaging in any competitive  activity with any refrigerated and dry van
over-the-road trailer leasing operations  (excluding  intermodal trailers),  (b)
soliciting for employment,  or recommending for employment (other than by Buyer)
any New  Hire,  or (c)  diverting  or  attempting  to divert  from  Buyer or any
affiliate  of Buyer any  business of any kind in which the  Business is engaged,
including,  without  limitation,  the  solicitation of or interference  with any
suppliers, contractors or customers. Notwithstanding the foregoing, it shall not
be a breach of this  Agreement for Seller to own, as a passive  investment,  not
more than five percent (5%) of the outstanding  stock of any corporation  having
securities  listed on the New York Stock Exchange,  the American Stock Exchange,
or traded on NASDAQ,  that carries on activities  prohibited to Seller hereunder
and the foregoing  provisions shall (x) with respect to the Partnerships and PLM
FSI, not restrict  any such Seller from owning  Equipment  which is leased to or
managed by a third party who is not an  Affiliate of any such Seller or PLM FSI,
so long as such  Seller  or PLM  FSI  are not  involved  in the day to day  use,
operation, rental or maintenance of such Equipment, and (y) with respect to each
Seller,  not restrict  Seller from being  acquired by any other person or entity
that prior to the date of such  acquisition  is already  engaged in an  activity
that is competitive with the trailer leasing  operations that are the subject of
the Purchase Agreement and the Partnerships Asset Purchase Agreement,  and which
after the date of such  acquisition  without use of any name  including the word
PLM may engage in an  activity  that is  competitive  with any  trailer  leasing
operations that are the subject of the Purchase  Agreement and the  Partnerships
Asset Purchase Agreement.

          2. COVENANT PERIOD. The Covenant Period shall automatically  terminate
if neither  Buyer nor any  division,  subsidiary  or  affiliate of Buyer nor any
successor  or  assignee  of Buyer nor any  other  person  deriving  title to the
goodwill of the  Business,  carries on the  business  formerly  conducted by the
Business or any trailer leasing  operations in the Specified Region.  Subject to
the foregoing sentence, the Covenant Period shall extend for a period not longer
than five (5) years  from the  Closing  Date.  Buyer and  Seller  agree that the
Covenant Period as described above is reasonable and is necessary to protect the
value of the Business that Buyer is purchasing via the Acquisition. In the event
that,  contrary to the intent of the parties,  a court should determine that the
covenants of Seller herein may not be enforced throughout the full length of the
Covenant  Period,  the parties  agree that the  Covenant  Period shall be deemed
amended to the longest  period (not  exceeding that set forth in this Section 2)
that is permissible.


          3.  SPECIFIED  REGION.  Carrying  on a business  within the  Specified
Region shall include,  without  limitation,  any of the  following:  maintaining
office, manufacturing,  assembly, distribution, research, design, sales or other
facilities  within the  Specified  Region,  soliciting  sales within or into the
Specified  Region, or obtaining  supplies,  materials or services within or from
the  Specified  Region.  Each Seller  acknowledges  that the  Business  has been
carried on throughout the Specified Region.


          4. ASSIGNMENT BY BUYER. In the future,  Buyer may choose to assign all
or  substantially  all of the assets of the Business to some other  affiliate of
Buyer.  It is the parties'  intention that those covenants of Seller shall inure
to the benefit of the Buyer,  any  affiliate  of Buyer,  or any other  person or
entity that may succeed to the  Business  (acquired  by Buyer under the Purchase
Agreement and the Partnerships Asset Purchase Agreement) with the same force and
effect as if these covenants were made directly with such successor. The parties
agree that the covenants of Seller  contained herein may be assigned by Buyer to
any person or entity to whom may be  transferred  the  Business  of the Buyer by
sale of stock, sale of assets, merger, consolidation or otherwise.


          5. REMEDY FOR BREACH.  The parties  agree that, in the event of breach
or threatened breach of Seller's covenants herein, the damage or imminent damage
to the value and the goodwill of the Business will be irreparable  and extremely
difficult  to  estimate,  making  any  remedy at law,  in  equity or in  damages
inadequate.  Accordingly,  the parties agree that Buyer and its affiliates shall
be entitled to injunctive  relief  against  Seller in the event of any breach or
threatened  breach of any of such covenants by Seller,  in addition to any other
relief  (including  money damages)  available to the Buyer under this Agreement,
under law or in equity.  Seller  agrees  that the remedy at law or in equity for
any breach by Seller of this Agreement will be inadequate and that Buyer and its
affiliates shall be entitled to injunctive relief.


          6. SEVERABILITY. It is the understanding of the parties that the scope
of the covenants  contained  herein,  including as to time,  geographic area and
activities  covered,  are necessary to protect the  reasonable  expectations  of
Buyer in connection  with its  acquisition of the Business and the goodwill that
is a part of the Business  acquired  pursuant to the Purchase  Agreement and the
Partnerships Asset Purchase  Agreement.  It is the parties' intention that these
covenants  be enforced to the  greatest  extent in time,  area,  and  activities
covered as is  permitted  by the law or in equity.  The parties  intend that the
unenforceability  or invalidity of any term or provision of this Agreement shall
not  render  any other  term or  provision  contained  herein  unenforceable  or
invalid. If the business activities, period of time or geographical area covered
by this Agreement  shall be deemed too  extensive,  then the parties intend that
this  Agreement be construed to cover the maximum scope of business  activities,
period of time and geographical area (not exceeding those specifically set forth
herein) as may be permissible under applicable law or in equity.


          7. SEVERAL LIABILITY AND JOINT AND SEVERAL  LIABILITY.  Each Seller is
severally liable for its obligations under this Agreement.  In addition, each of
PLM,  PLM  Rental,  PLM TEC and TEC (the  "Corporate  Sellers")  are jointly and
severally  liable for its  obligations as well as the obligations of each of the
other Corporate  Seller's  obligations under this Agreement.  PLM is jointly and
severally  liable for its  obligations as well as the obligations of each of the
other Seller's obligations under this Agreement;  provided,  however, that, with
respect to the  Partnerships,  PLM's  liability for the obligations of any given
Partnership  shall cease as of the day on which such Partnership  ceases to have
PLM or any of PLM's direct or indirect  subsidiaries as a general partner of the
Partnership or, in the case of LLC, as the manager.

          8.  DEFINITION.  Capitalized  terms used and not otherwise  defined in
this  Agreement  (including  the  schedules  hereto)  shall have the  respective
meanings assigned to such terms in the Purchase Agreement.



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.

                                             MARUBENI AMERICA CORPORATION


                                            By: /s/ Toru Nishimi
                                                Name:  Toru Nishimi
                                                Title:  SVP


                                             PLM INTERNATIONAL, INC.


                                            By: /s/ Susan Santo
                                                Name:  Susan Santo
                                                Title:  VP


                                            PLM RENTAL, INC.
                                            d/b/a PLM TRAILER LEASING


                                            By: /s/ Susan Santo
                                                Name:  Susan Santo
                                                Title:  VP



                                            PLM TRANSPORTATION EQUIPMENT CORP.


                                            By: /s/ Susan Santo
                                                Name:  Susan Santo
                                                Title:  VP


                                            TEC ACQUISUB, INC.


                                            By  /s/ Susan Santo
                                                Name:  Susan Santo
                                                Title:  VP



                                            PLM FINANCIAL SERVICES, INC.


                                            By: /s/ Susan Santo
                                                Name:  Susan Santo
                                                Title:  VP



                                             PROFESSIONAL LEASE MANAGEMENT
                                             INCOME FUND, LLC
                                             By:  PLM Financial Services, Inc.

                                             By: /s/ Susan Santo
                                             Name: Susan Santo
                                             Title:  Its Sole Manager


                                             PLM EQUIPMENT GROWTH FUND
                                             By:  PLM Financial Services, Inc.

                                             By:   /s/ Susan Santo
                                             Name: Susan Santo
                                             Title:  Its General Partner


                                             PLM EQUIPMENT GROWTH FUND II
                                             By:   PLM Financial Services, Inc.

                                             By:   /s/ Susan Santo
                                             Name: Susan Santo
                                             Title:  Its General Partner


                                             PLM EQUIPMENT GROWTH FUND III
                                             By:   PLM Financial Services, Inc.

                                             By:   /s/ Susan Santo
                                             Name: Susan Santo
                                             Title:  Its General Partner


                                             PLM EQUIPMENT GROWTH FUND IV
                                             By:   PLM Financial Services, Inc.

                                             By:   /s/ Susan Santo
                                             Name: Susan Santo
                                             Title:  Its General Partner


                                             PLM EQUIPMENT GROWTH FUND V
                                             By:   PLM Financial Services, Inc.

                                             By:   /s/ Susan Santo
                                             Name: Susan Santo
                                             Title:  Its General Partner


                                             PLM EQUIPMENT GROWTH FUND VI
                                             By:   PLM Financial Services, Inc.

                                             By:   \s\ Susan Santo
                                             Name: Susan Santo
                                             Title:  Its General Partner


                                             PLM EQUIPMENT GROWTH AND INCOME
                                             FUND VII
                                             By:   PLM Financial Services, Inc.

                                             By:   \s/ Susan Santo
                                             Name: Susan Santo
                                             Title:  Its General Partner




<PAGE>



                                   SCHEDULE A




                                SPECIFIED REGION




         Anywhere  in the world that the  Business  presently  carries on or has
carried on its  operations.  Without  prejudice to the  foregoing,  it is hereby
expressly  acknowledged and agreed by Seller that the Business presently carries
on or has carried on its  operations  in each of the 58 counties of the State of
California  and all of the other 49 states and the  District  of Columbia of the
U.S.A..

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