MASTER AMENDMENT
                                (September, 1998)


         This  Master  Amendment  (this  "Amendment")  is  entered  into  as  of
September 22, 1998 between PLM  International,  Inc.,  PLM  Financial  Services,
Inc., PLM Investment Management, Inc., and SunAmerica Life Insurance Company.

                                    Recitals


         PLM International,  Inc. PLM Financial  Services,  Inc., PLM Investment
Management,  Inc.,  and SunAmerica  Life Insurance  Company are the parties to a
certain Note Agreement dated June 28, 1996 (the "Note  Agreement") and a certain
Note Purchase  Agreement  dated June 28, 1996 ("Note Purchase  Agreement").  Any
capitalized  term used but not defined in this Amendment  shall have the meaning
described  to such  term in the  Note  Agreement.  In  connection  with the Note
Agreement the following  agreements  were  additionally  executed:  (i) Security
Agreement  (PLM  Financial   Services,   Inc.  --  Master)  (the  "FSI  Security
Agreement") between SunAmerica,  as Collateral Agent, and FSI (the "FSI Security
Agreement"),   (ii)  Security  Agreement  (Lock  Box)  between  SunAmerica,   as
Collateral  Agent, FSI and IMI, and acknowledged by First Union National Bank of
North Carolina (the "Security  Agreement (Lock Box)"),  (iii) Guaranty Agreement
executed by FSI in favor of the holders of the Notes ("FSI Guaranty"),  and (iv)
Guaranty  Agreement  executed  by PLM in favor of the  holders of the Notes (the
"PLM Guaranty").

         NOW THEREFORE, the parties agree to amend various of the Note Documents
in accordance with the terms of this Amendment.

                                       I.
                            NOTE AGREEMENT AMENDMENTS

         A. The cover page to the Note Agreement and Sections  1.1(a) and 1.1(b)
         thereof are amended by deleting  reference therein to "$27,000,000" and
         substituting in lieu thereof "37,000,000".

         B.  Section  1.3 of the Note  Agreement  is  amended  by  deleting  the
         definition  of  "General  Partner  Amount"  as  set  forth  therein  as
         substituting in lieu thereof the following:

         "GENERAL  PARTNER AMOUNT" means, as of any date of  determination,  the
         sum of (a) the product  resulting  from the  multiplication  of (i) the
         Appraised  Value of all Equipment  then owned by Growth Fund I provided
         FSI owns an  Eligible  General  Partnership  Interest in Growth Fund I,
         excluding Equipment that has suffered a Casualty Loss, less all Debt of
         Growth Fund I, times (ii) 1% percent,  (b) the product  resulting  from
         the  multiplication  of (i) the Appraised  Value of all Equipment  then
         owned  by  Growth  Fund  II  provided  FSI  owns  an  Eligible  General
         Partnership  Interest in Growth Fund II,  excluding  Equipment that has
         suffered a Casualty  Loss,  less all Debt of Growth Fund II, times (ii)
         5% percent, (c) the product resulting fromthe multiplication of (i) the
         Appraised Value of all Equipment then owned by Growth Fund III provided
         FSI owns an Eligible General  Partnership  Interest in Growth Fund III,
         excluding Equipment that has suffered a Casualty Loss, less all Debt of
         Growth Fund III, times (ii) 5% percent,  (d) the product resulting from
         the  multiplication  of (i) the Appraised  Value of all Equipment  then
         owned  by  Growth  Fund  IV  provided  FSI  owns  an  Eligible  General
         Partnership  Interest in Growth Fund IV,  excluding  Equipment that has
         suffered a Casualty  Loss,  less all Debt of Growth Fund IV, times (ii)
         5% percent,  (e) the product  resulting from the  multiplication of (i)
         the  Appraised  Value of all  Equipment  then  owned by  Growth  Fund V
         provided FSI owns an Eligible  General  Partnership  Interest in Growth
         Fund V, excluding Equipment that has suffered a Casualty Loss, less all
         Debt of Growth Fund V, times (ii) 5% percent, (f) the product resulting
         from the  multiplication  of (i) the  Appraised  Value of all Equipment
         then owned by Growth  Fund VI  provided  FSI owns an  Eligible  General
         Partnership  Interest in Growth Fund VI,  excluding  Equipment that has
         suffered a Casualty  Loss,  less all Debt of Growth Fund VI, times (ii)
         5% percent,  (g) the product  resulting from the  multiplication of (i)
         the  Appraised  Value of all  Equipment  then owned by Growth  Fund VII
         provided FSI owns an Eligible  General  Partnership  Interest in Growth
         Fund VII,  excluding  Equipment that has suffered a Casualty Loss, less
         all Debt of Growth Fund VII, times (ii) 5% percent, and (h) the product
         resulting  from the  multiplication  of (i) the Appraised  Value of all
         Equipment  then  owned  by No Load  Growth  Fund  provided  FSI owns an
         Eligible General Partnership Interest in No Load Growth Fund, excluding
         Equipment that has suffered a Casualty  Loss,  less all Debt of No Load
         Growth Fund, times (ii) 15 percent.

         C. Section 1.3 of the Note Agreement is amended by adding the following
         definitions:

         "GROWTH FUND I" means PLM Equipment  Growth Fund, a California  limited
         partnership.

         "GROWTH  FUND II"  means PLM  Equipment  Growth  Fund II, a  California
         limited partnership.

         "GROWTH FUND III" means PLM Equipment Growth Fund III, a California
limited partnership.

         "GROWTH  FUND IV"  means PLM  Equipment  Growth  Fund IV, a  California
         limited partnership.

         "GROWTH FUND V" means PLM Equipment Growth Fund V, a California limited
         partnership.

         "GROWTH  FUND VI"  means PLM  Equipment  Growth  Fund VI, a  California
         limited partnership.

         D.  Section  1.3 of the Note  Agreement  is  amended  by  deleting  the
         definition of "Eligible General Partnership Interest" set forth therein
         and substituting in lieu thereof the following:

         "ELIGIBLE GENERAL PARTNER  INTEREST" means the ownership  interest held
by FSI in each Growth  Fund as the  general  partner or manager and (a) in which
there is an Acceptable  Security  Interest and such interest shall be subject to
no other Liens and (b) as to which  there is not pending  against FSI any action
or proceeding asserting any reduction, abatement, set-off or other diminution of
any material part of the  distributions and other payments due and to become due
in respect of such interest.

         E. The definition of  "Consolidated  Total Assets" set forth in Section
1.3 of the Note  Agreement  is  generally  amended to reflect  that the net book
value  of  all   "Intangibles"   shall  be  excluded  from  the  calculation  of
Consolidated  Total Assets (with  "Intangibles"  being all assets which would be
treated as intangible  under GAAP including,  without  limitation  except as set
forth in the following proviso, goodwill, trademarks, tradenames, service marks,
brand names, copyrights, and patents; provided, the term "Intangibles" shall not
include  unamortized  debt  discount and expense or  organizational  expenses in
excess of the equity in any  Subsidiary  over the cost of the investment in such
Subsidiary).

         F. The  definition  of  "Debt"  set  forth in  Section  1.3 of the Note
Agreement is amended by deleting clause (iv) thereof.

         G.  Section  3.10(a) of the Note  Agreement  is amended by deleting the
parenthetical   "(excluding  partnership   distributions   applicable  to  FSI's
partnership interest in each of the Growth Funds, other than Growth Fund VII and
No Load Growth Fund)" contained in the first sentence thereof.

         H.  Section  3.10(a) of the Note  Agreement  is amended by deleting the
reference to "Growth Fund VII" and to "No Load Growth Fund" and  substituting in
lieu thereof "Growth Fund".

         I.  Section  5.1(i) of the Note  Agreement  is amended by deleting  the
reference to "the" set forth  immediately  following the term "Growth Fund" when
first used therein and substituting in lieu thereof the word "a".

         J.  Section  5.1(s) of the Note  Agreement  is amended by deleting  the
reference  to the phrase  "either of Growth Fund VII and No Load Growth Fund" in
the first sentence thereof and substituting in lieu thereof the term "any Growth
Fund".

         K.  Section  6.1 of the Note  Agreement  is  amended  by  deleting  the
reference to the phrase  "Growth Fund VII and No Load Growth Fund"  contained in
the second  sentence  thereof and  substituting in lieu thereof the term "Growth
Fund".

         L.  Exhibit B to the Note  Agreement is amended by changing the heading
to Section (3) set forth therein to read as follows:

         "FSI  General  Partner/Manager  Interest  in each  Growth  Fund" and by
adding before the term "Growth Fund VII" in each  subsection of such section the
following:

                                 "Growth Fund I
                                 Growth Fund II
                                 Growth Fund III
                                 Growth Fund IV
                                  Growth Fund V
                                Growth Fund VI".

         M. The Note Agreement and Note Purchase Agreement are generally amended
to reflect that any reference  therein (or in any exhibit,  certificate,  annex,
schedule  or other  document  attached to or  delivered  pursuant to either such
agreement) to a particular  Note Document  shall be deemed to refer to such Note
Document as amended from time to time. The Note  Agreement is generally  amended
by incorporating  into each form of Note Document attached to the Note Agreement
those  amendments  that are actually  made to the executed  version of such Note
Document.

                                       II.
                       NOTE PURCHASE AGREEMENT AMENDMENTS

         A. The cover page to the Note  Purchase  Agreement and Sections 1.1 and
1.3(d)  and (e)  thereof  are  amended by  deleting  each  reference  therein to
"27,000,000" and substituting in lieu thereof "$37,000,000."

         B. Section 1.3(b) of the Note Purchase Agreement is amended by deleting
the first sentence thereof and substituting in lieu thereof the following:

                  "From time to time  commencing  as of  September  22, 1998 and
ending on October  15,  1998 (the  "Commitment  Period"),  FSI may notify you in
writing of FSI's desire to issue and sell to you a Note."

In addition,  the second sentence of such Section 1.3(b) is generally amended to
reflect  that  only  two  issuances  of  Notes  shall be  permitted  during  the
Commitment Period.

         C.  Section 4.4 of the Note  Purchase  Agreement is amended by deleting
the reference  therein to "Exhibit B" and  substituting in lieu thereof "Exhibit
C."

                                      III.
                        FSI SECURITY AGREEMENT AMENDMENTS

         A. Section 1.02(a) of the FSI Security Agreement is amended by deleting
the phrase "but  excluding  the  "Excluded  Assets" set forth at the end of such
section.

         B. Section  2.02 of the FSI  Security  Agreement is amended by deleting
the definition of "Excluded Assets".

         C. Exhibit A to the FSI Security Agreement is deleted and the Exhibit A
attached as Annex I hereto is substituted in lieu thereof.

         D. Exhibit B to the FSI Security Agreement is deleted.

                                       IV.
                    SECURITY AGREEMENT (LOCK BOX) AMENDMENTS

         A.  Section  2.02 of the  Security  Agreement  (Lock Box) is amended by
deleting  the first  sentence  thereof  and  substituting  in lieu  thereof  the
following:

                  "All  Partnership  distributions  of FSI in  respect  of  each
Growth  Fund and all fees or other  amounts  payable to IMI by each  Growth Fund
shall be  deposited  into the Account to be held as  collateral  pursuant to the
provisions hereof."

                                       V.
                          GUARANTY AGREEMENT AMENDMENTS

         A. Paragraph A of the Recitals to the PLM Guaranty Agreement and to the
FSI  Guaranty  Agreement is amended by deleting  the  reference  therein to "$27
million" and substituting in lieu thereof "$37,000,000".

                                       VI.
                                     GENERAL

         This Amendment may be executed in any number of original  counterparts,
all of which will constitute but one and the same instrument.  The parties agree
to take such  further  actions as may be  reasonably  necessary to carry out the
intent  of this  Amendment  including,  without  limitation,  amending  existing
financing  statements  (where  needed) to reflect  any of these  amendments  and
providing an updated UCC lien search reflecting the matters addressed in Section
3.2(c)(v) of the Note Purchase Agreement.  Contemporaneously  with the execution
of this  Amendment  PLM shall  cause its  counsel to deliver  to  SunAmerica  an
opinion reasonably satisfactory to SunAmerica. Each of PLM, FSI and IMI ratifies
and  confirms  and  agrees to  perform  all of its  obligations  under each Note
Document to which it is a party,  as such Note Document may be amended  pursuant
to the terms of this Amendment.

         EXECUTED as of the date first above written.

                                  PLM INTERNATIONAL, INC.

                                  By: /s/ J. Michael Allgood
                                  ---------------------------------------------
                                  Name:  J. Michael Allgood
                                  Title: Vice President and Chief Financial 
                                         Officer

                                  PLM FINANCIAL SERVICES, INC.

                                  By: /s/ Richard K Brock
                                  ---------------------------------------------
                                  Name:  Richard K Brock
                                  Title: Vice President and Controller

                                  PLM INVESTMENT MANAGEMENT, INC.

                                  By: /s/ Stephen M. Bess
                                  ---------------------------------------------
                                  Name:  Stephen M. Bess
                                  Title: President

                                  SUNAMERICA LIFE INSURANCE
                                  COMPANY

                                  By:  /s/ Tom Denkler
                                  ---------------------------------------------
                                  Tom Denkler
                                  Authorized Agent

Consented to by all existing Noteholders:

ANCHOR NATIONAL LIFE INSURANCE CO.

By:  /s/ Thomas N. Denkler
--------------------------------------------------
Thomas N. Denkler
Authorized Agent


CALAMERICA LIFE INSURANCE CO.

By:  /s/ Thomas N. Denkler
--------------------------------------------------
Thomas N. Denkler
Authorized Agent


Attachment

   Annex 1 - New Exhibit A to FSI Security Agreement



<PAGE>


                                  EXHIBIT "A"
                           --------------------------
                                Property Covered



                                       I.

                                   Definitions
                            ------------------------

         As used  herein,  capitalized  terms  defined on the first page of this
Financing Statement shall have the meanings set forth therein, and the following
terms shall have the following meanings:

         "ACCOUNT"  means any right to  payment  for Goods sold or leased or for
services  rendered  that is not  evidenced by an Instrument or Chattel Paper and
that is at any  time  included  in the  Collateral,  whether  or not it has been
earned by performance.

         "CASH COLLATERAL ACCOUNT" shall mean that certain  non-interest bearing
account to be established with First Union National Bank of North Carolina, with
such account being named "SUN/PLM Lock Box Account." The Cash Collateral Account
shall also include any Permitted  Investments  purchased  from time to time with
funds on deposit in the Cash Collateral Account.

         "CHATTEL  PAPER"  means a writing  or  writings  that  evidence  both a
monetary  obligation and a security  interest in or a lease of specific Good and
that are at any time included in the Collateral. When a transaction is evidenced
both by such a security agreement or a lease and by an instrument or a series of
instruments, the group of writings taken together constitute chattel paper.

         "CODE" means the Uniform  Commercial Code as presently in effect in the
State of Texas, Business and Commerce Code, Chapters 1 through 9.

         "COLLATERAL"  means all of the  property  described  in Part II of this
Exhibit "A".

         "DOCUMENT"  means any document of title as defined in Section  1.201 of
the Code and a receipt of the kind  described in Subsection (b) of Section 7.201
of the  Code,  to the  extent  that  the  same is at any  time  included  in the
Collateral.

         "EQUIPMENT"  means Goods used or brought for use  primarily in business
if such Goods are not included in the  definition  of  Inventory,  to the extent
that the same is at any time included in the Collateral.

         "GENERAL  INTANGIBLE" means any personal property  (including things in
action)  other than Goods,  Accounts,  Chattel  Paper,  Documents,  Instruments,
Investment  Property,  and  money,  to the  extent  that the same is at any time
included  in  the  Collateral.   General  Intangibles  shall  include,   without
limitation,  all  letters  of  credit,  bonds,  guarantees,  purchase  or  sales
agreements and other contractual rights,  rights to performance,  and claims for
damages,  refunds  (including tax refunds) or other monies due or to become due,
orders,  franchises,  permits,  certificates,  licenses,  consents,  exemptions,
variances,  authorizations  or other  approvals  by any  governmental  agency or
court, consulting, engineering and technological information and specifications,
design  data,  patent  rights,  trade  secrets,  literary  rights,   copyrights,
trademarks,  labels,  trade  names and  other  intellectual  property,  business
records, computer tapes and computer software, and goodwill.

         "GOODS"  includes  all things  that are  movable at the time a security
interest attaches or that are fixtures,  but does not include money,  Documents,
Instruments,   Investment   Property,   Accounts,   Chattel  Paper,  or  General
Intangibles.

         "INSTRUMENT"  means a negotiable  instrument  or any other writing that
evidences a right to the payment of money and is not itself a security agreement
or lease and is of a type that is in the ordinary course of business transferred
by delivery with any necessary endorsement or assignment, to the extent that the
same is at any time included in the Collateral, provided that such term does not
include Investment Property.

         "INVENTORY"  means  Goods  that are held by a person who holds them for
sale or lease or to be  furnished  under  contracts or service or if such person
has so  furnished  them,  or if they  are raw  materials,  work in  progress  or
materials  used or  consumed  in a  business,  to the  extent  that  the same is
included in the Collateral.

         "INVESTMENT  PROPERTY"  means all of the  following,  as such terms are
defined in the Code: (a) a security, whether certificate or uncertificated;  (b)
a security  entitlement;  (c) a securities account; (d) a commodity contract; or
(e) a commodity account,  to the extent that the same is at any time included in
the Collateral.

         "PARTNERSHIP  AGREEMENTS" means the limited  partnership  agreements or
operating agreements for the Partnerships.

         "PARTNERSHIP  INTERESTS"  means the general  partnership  interests  or
other interests owned by the Debtor in the Partnerships.

         "PARTNERSHIPS"  means  those  partnerships  and the  limited  liability
company referred to on Schedule I hereto.

         "PERMITTED   INVESTMENTS"   shall  mean  (a)   investments   in  direct
obligations of the United States of America;  (b) investments in certificates of
deposit  of  maturities  less than one year  issued by  commercial  banks in the
United  States  having  capital and surplus in excess of  $200,000,000;  and (c)
investments  in  commercial  paper of maturities of less than one year if at the
time of  purchase  such  paper is  rated in  either  of the two  highest  rating
categories of Standard & Poor's Ratings Group,  Moody's Investor Service,  Inc.,
or any  other  rating  agency  satisfactory  to  Required  Noteholders  and  all
earnings,  proceeds,  and products thereof;  and (d) investments in money market
funds having a rating from Standard & Poor's  Rating Group or Moody's  Investors
Service, Inc. in the highest investment category granted thereby.

         "PLEDGED  SECURITIES"  means any Pledged Stock and any other securities
(as such term is defined in Chapter 8 of the Code) at any time constituting part
of the Collateral.

         "PLEDGED STOCK" means the securities described on Schedule II hereto.

                                       II.
                            DESCRIPTION OF PROPERTY.

         The Financing  Statement of which this Exhibit "A" is a part covers all
of the Debtor's right, title and interest in and to the following types or items
of property, whether now owned or existing or hereafter acquired or arising:

                  (a) all of Debtor's  Accounts,  General  Intangibles,  Chattel
         Paper,  Instruments,  Inventory,  Equipment,  Documents, and Investment
         Property,  including,  without  limitation,  (i)  Debtor's  Partnership
         Interests  and other  interests  in the  Partnership  Agreements;  (ii)
         Debtor's  distributive  share of any  profits,  income,  distributions,
         surplus  and  cash  proceeds  of  the   Partnerships;   (iii)  Debtor's
         distributive   share  of   specific   properties   and  assets  of  the
         Partnerships  upon  dissolution  or  otherwise;  (iv) any and all other
         rights of every kind and character of Debtor in and to the Partnerships
         and under the  Partnership  Agreements;  (v) all of the Pledged  Stock,
         together with the certificates, if any, representing the same; and (vi)
         all shares, securities,  monies or property representing a dividend on,
         or a distribution or return of capital in respect of the Pledged Stock,
         resulting  from a split-up,  revision,  reclassification  or other like
         change of any of the Pledged  Stock or  otherwise  received in exchange
         for or in  connection  with the Pledged  Stock and any and other rights
         issued to the  holders  of, or  otherwise  in  respect  of,  any of the
         Pledged Stock;

                  (b)  (i)  all   certificates   of  title  or  other  documents
         evidencing  ownership or  possession  of or  otherwise  relating to any
         property  referred  to in  paragraph  (a) above;  (ii) all  policies of
         insurance  (whether or not  required  by Secured  Party)  covering  any
         property referred to in paragraph (a) above;  (iii) all Goods that were
         at any time  included in the property  described in paragraph (a) above
         and that are returned to or for the account of Debtor  following  their
         sale,  lease  or  other  disposition;   (iv)  all  proceeds,  products,
         replacements,  additions  to,  substitutions  for,  accessions  of, and
         property necessary for the operation of any of the property referred to
         in  paragraph  (a)  above,  including,  without  limitation,  insurance
         payable as a result of loss or damage to any of the  property  referred
         to in  paragraph  (a) above,  refunds of unearned  premiums on any such
         insurance  policy and claims against third  parties;  and (v) all books
         and records related to any of the property referred to in paragraph (a)
         above,  including,  without  limitation,  any and all books of account,
         customer  lists and other  records  relating in any way to the property
         referred to in paragraph (a) above; and

                  (c) (i) the Cash Collateral Account, all funds and securities,
         if any,  held  from  time  to time  therein  and all  certificates  and
         instruments,  if any, from time to time  representing or evidencing the
         Cash Collateral  Account;  (ii) all Permitted  Investments from time to
         time held by the Secured Party in the Cash Collateral Account,  and all
         certificates and instruments, if any, from time to time representing or
         evidencing the Permitted Investments;  (iii) all notes, certificates of
         deposit,  deposit  accounts,  checks and other instruments from time to
         time hereafter delivered to or otherwise possessed by the Secured Party
         for or on behalf of the Debtor in  substitution  for or in  addition to
         any of the property described in the immediately  preceding clauses (i)
         and (ii);  (iv) all interest,  dividends,  cash,  instruments and other
         property   from  time  to  time   received,   receivable  or  otherwise
         distributed in respect of or in exchange for any or all of the property
         described in the  immediately  preceding  clauses (i) and (ii); and (v)
         all  proceeds  and  products of any and all of the  foregoing  property
         described in this paragraph (c).

<PAGE>

                                   SCHEDULE I

1. PLM Equipment Growth Fund, a California limited partnership.

2. PLM Equipment Growth Fund II, a California limited partnership.

3. PLM Equipment Growth Fund III, a California limited partnership.

4. PLM Equipment Growth Fund IV, a California limited partnership.

5. PLM Equipment Growth Fund V, a California limited partnership.

6. PLM Equipment Growth Fund VI, a California limited partnership.

7. PLM Equipment Growth Fund VII, a California limited partnership.

8. Professional  Lease Management  Income Fund I, a California  limited
liability company.

<PAGE>

                                   SCHEDULE II

         2,500 shares of the common stock of PLM Investment Management,  Inc., a
California  corporation,  evidenced  by a stock  certificate  a copy of which is
attached.


<PAGE>