LICENSE AGREEMENT
                         BETWEEN PLM INTERNATIONAL, INC.
                         AND MAC TRAILER LEASING, L.L.C.

         This License  Agreement (the  "Agreement") is made effective as of this
30th day of September, 2000 ("Effective Date"), between PLM International, Inc.,
a Delaware  corporation,  having its place of business  at One  Market,  Steuart
Street Tower, Suite 800, San Francisco,  California 94105 ("Licensor"),  and MAC
Trailer Leasing,  L.L.C., a Delaware limited liability company, having its place
of business at 1 Maynard Drive, Park Ridge, New Jersey 07656 ("Licensee").

                                    RECITALS:

         WHEREAS,  Licensor is the owner of certain trademarks and service marks
and  registrations,  including  the service marks PLM TRAILER  LEASING,  PLM PLM
TRAILER LEASING and design, PLM PLM TRAILER LEASING  REFRIGERATED  SOLUTIONS FOR
THE FOODSERVICE INDUSTRY and design,  REFRIGERATED SOLUTIONS FOR THE FOODSERVICE
INDUSTRY,  and PLM RENTAL,  relating to the truck trailer  equipment  rental and
leasing services ("Service Marks");

         WHEREAS,  Licensor  owns  federal  service mark  registrations  for PLM
TRAILER LEASING, Registration No. 2,248,568, PLM PLM TRAILER LEASING and design,
Registration No. 2,248,567,  PLM PLM TRAILER LEASING REFRIGERATED  SOLUTIONS FOR
THE FOODSERVICE  INDUSTRY and design,  Registration No. 2,247,007,  REFRIGERATED
SOLUTIONS FOR THE FOODSERVICE  INDUSTRY,  Registration  No.  2,142,572,  and PLM
RENTAL, Registration No. 1,651,728;

         WHEREAS,  pursuant to an Asset  Purchase  Agreement  dated May 24, 2000
(the "Purchase  Agreement")  between  Marubeni America  Corporation,  a New York
corporation ("MAC"),  Licensor, and the other sellers party thereto, Licensor is
selling all of its interest in certain  Acquired Assets and Assumed  Liabilities
of the Business to MAC (as such terms are defined in the Purchase Agreement);

         WHEREAS,  as  permitted by the Purchase  Agreement,  MAC and  Licensor,
among others, have agreed that MAC may assign its rights thereunder to Licensee;

         WHEREAS,  Licensee  wishes to use the Service Marks in connection  with
trailer  equipment rental and leasing services (the "Trailer Leasing  Services")
for a transitional period of five years from the Effective Date; and

         WHEREAS,  Licensor  is willing to permit such  transitional  use of the
Service  Marks by Licensee in accordance  with the terms and  conditions of this
Agreement;

         NOW, THEREFORE, pursuant to the purchase of Acquired Assets and Assumed
Liabilities of the Business, the parties hereto agree as follows:

          1.  Licensor  hereby  grants  Licensee an  irrevocable,  royalty-free,
exclusive  license to use the Service  Marks solely in  connection  with Trailer
Leasing  Services (the  "License") for a period of five years from the Effective
Date, subject to the terms and conditions set forth in this Agreement.

          2. The License  granted  applies  solely to the  Service  Marks as set
forth on the attached  exhibits for use solely with Trailer Leasing Services and
for no other purpose;  Licensee shall have no right to use the name "PLM" or the
"PLM" logo apart from the words "Rental" or "Trailer  Leasing." Licensee may use
the Service Marks whether alone or in  conjunction  with other marks of Licensee
or third parties.

          3.  Licensor has not received  notice of any claim that the use of the
Service Marks does or may infringe the rights of any third party.

          4. Licensee acknowledges Licensor's ownership of the Service Marks and
the validity of any registrations therefor. Except as otherwise provided in this
Agreement,  Licensee  shall not apply to register or register the Service Marks.
Licensee agrees to assist Licensor as necessary in maintaining its rights in the
Service  Marks,  including  assisting  Licensor upon request in  contesting  any
third-party infringement.

          5.  Licensor  acknowledges  that  Licensee  shall  have  the  sole and
exclusive  right  throughout the world to use the Service Marks.  Licensor shall
not, and shall not  authorize any other third party to, use the Service Marks in
any manner  whatsoever.  Licensor shall not anywhere in the world  challenge the
Licensee's use of the Service Marks,  provided that such use is consistent  with
the  requirements  of this  Agreement.  Licensor will not take or, at Licensee's
expense,  omit to take,  or authorize the taking or omission of, any action that
could dilute or adversely affect any of the Service Marks or Licensee's  license
thereof.  Licensor  shall  not  adopt  or use,  or  license  others  to use,  in
connection  with any goods or services any other  trademark or service mark that
is a variation of or  phonetically  similar to any Service Mark or suggestive of
Trailer Leasing Services.

          6.  Notwithstanding  anything  to  the  contrary  in  this  Agreement,
Licensor  may  continue to use the name "PLM" and the "PLM" logo during the term
of this Agreement and  thereafter,  whether alone or in  conjunction  with other
marks or words,  other than in connection with Trailer Leasing  Services or in a
manner that is suggestive of Trailer Leasing Services.

          7.  Licensor  shall  take  all  necessary  steps,   including  in  any
proceeding before the United States Patent and Trademark Office, to maintain, to
the extent  permitted by law, any  registration of each Service Mark,  including
the  filing of  applications  for  renewal,  affidavits  of use,  affidavits  of
incontestability and opposition,  interference and cancellation proceedings, and
the payment of fees and taxes.  Licensee  shall pay all costs and expenses  that
Licensor reasonably incurs pursuant to this paragraph 7.

          8. Licensor shall not knowingly  permit any  registration  relating to
any Service Mark to become abandoned or dedicated to the public or placed in the
public domain or to become invalid or  unenforceable,  and shall notify Licensee
immediately if it knows,  or has reason to know, that any such actions may occur
or of any final or  otherwise  material  adverse  determination  or  development
(including the institution of, or any such  determination or development in, any
proceeding  in the  United  States  Patent  and  Trademark  Office or any court)
regarding the  ownership or validity of any Service Mark,  its right to register
the same, or to keep, maintain, and enforce the same. If Licensor is required to
take any affirmative  actions to comply with this paragraph,  Licensee shall pay
all costs and expenses that Licensor reasonably incurs.

          9. Licensor shall not take or omit to take, or authorize the taking or
omission of, any action with respect to the Service  Marks that would in any way
diminish the goodwill associated with the Service Marks.

          10.  Licensor  shall comply with all the terms and  conditions  of the
Non-Competition  Agreement  dated as of the Effective Date between,  inter alia,
Licensor and Licensee and shall  require any assignee or successor to any of the
Collateral (as defined in paragraph 19) to comply therewith.

          11. Upon receiving notice from Licensee of activities by a third party
that may be infringing or otherwise impairing the strength of the Service Marks,
Licensor  agrees to act promptly and diligently to enforce and otherwise  defend
its and Licensee's rights in the Service Marks. Licensee shall pay all costs and
expenses that Licensor reasonably incurs pursuant to this paragraph 11.

          12. Licensor may assign,  sell or otherwise divest all or a portion of
its interest in the Services Marks,  the goodwill  associated  therewith and the
business  in  connection  with which the  Licensor's  PLM word mark and PLM logo
("PLM Marks") are used,  provided that (i) Licensor assigns,  sells or otherwise
divests all or a portion of its interest in the Services  Marks and the goodwill
associated  therewith  only in  connection  with the PLM  Marks;  (ii) the party
acquiring  such  interest  agrees  in  writing  to be  bound  by the  terms  and
conditions of this  Agreement,  including  assuming all rights,  obligations and
liabilities  associated  herewith,  and acquiring the Collateral  subject to the
lien of Licensee's security interest hereunder, (iii) Licensee continues to have
a perfected security interest in the Collateral,  and (iv) on or before the date
of such assignment,  sale or other  divestiture,  the acquiring party shall have
filed  and  recorded  such   instruments  and  documents  with  the  appropriate
governmental  authorities  and  executed and  delivered  to Licensee  such other
instruments  and  documents  and taken  such  other  action as  necessary  or as
Licensee  shall  reasonably  request in order to  maintain  the  perfection  and
priority  of the  Collateral.  Except  as set forth in the  preceding  sentence,
Licensor  will not sell,  assign (by operation of law or otherwise) or otherwise
dispose  of any of the  Service  Marks,  any  associated  goodwill  or any other
Collateral, or create or suffer to exist any lien or other charge or encumbrance
upon or with respect to any of the Service Marks, any associated goodwill or any
other  Collateral,  except for the license and security interest created by this
Agreement.

          13.  Licensee may assign this  Agreement  and the  security  interests
granted  hereunder to an affiliated  company that is either a direct or indirect
subsidiary,  that is at least  80%  directly  or  indirectly  owned by  Marubeni
Corporation.  If,  after an  assignment  permitted  under  this  paragraph,  the
assignee  ceases to be at least 80%  directly  or  indirectly  owned by Marubeni
Corporation, the assignee shall assign this Agreement and the security interests
granted herein to Marubeni Corporation or a direct or indirect subsidiary,  that
is at least 80% directly or  indirectly  owned by Marubeni  Corporation,  within
thirty  days  after  the date on which  the  assignee  ceases to be at least 80%
directly or indirectly owned by Marubeni  Corporation.  If the assignee fails to
comply with the foregoing sentence, this Agreement shall terminate. Licensee may
assign this Agreement and the security  interests  granted  hereunder to a third
party  subject  to  Licensor's   consent,   which  consent  Licensor  shall  not
unreasonably  withhold,  except that Licensee may not assign this Agreement to a
competitor  of Licensor or to a third party whose  affiliation  with Licensor is
reasonably believed by Licensor to damage materially Licensor's reputation.

          14. Licensor shall cause a copy of this Agreement to be filed with the
Securities  Exchange  Commission as a material contract as party of the exhibits
to Licensor's next periodic report after the Effective Date under the Securities
and Exchange Act of 1934.

          15.  During the term hereof,  Licensor  agrees that, in the event that
Licensor or an assignee of Licensor,  as applicable,  ceases to conduct business
in the ordinary course,  Licensor shall assign to Licensee the Service Marks and
any goodwill  associated  with the Service Marks.  In the event of an assignment
under this  paragraph 15: (i) this Agreement  shall  terminate and (ii) no later
than five years after the  Effective  Date,  Licensee  shall operate its Trailer
Leasing  Services  under a name that does not include or resemble the word "PLM"
or any word  confusingly  similar  thereto,  promptly  destroy  all  stationery,
business  cards,  forms and other  business  materials  containing the word mark
"PLM,"  and file an  express  abandonment  with the  United  States  Patent  and
Trademark Office.

          16. Upon the expiration or termination of the License,  Licensee shall
operate  its  Trailer  Leasing  Services  under a name that does not  include or
resemble the word "PLM" or any word confusingly  similar  thereto,  and Licensee
shall promptly destroy all stationery,  business cards, forms and other business
materials containing the word mark "PLM".

          17. Upon the expiration or termination of the License, Licensor agrees
that it shall not license the use of the Service  Marks or any mark  confusingly
similar  thereto to any person or entity,  nor shall it use, or allow any person
or entity to use, the Service Marks or any mark confusingly similar thereto.

          18. A material part of the consideration for Licensor's  licensing the
Service Marks to Licensee is the confidence Licensor has in Licensee's excellent
record of past business conduct and favorable  reputation for integrity and high
quality of  services.  Licensee  agrees  that the  services  rendered  under the
Service  Marks  will  continue  to be of the same  high  quality  as  previously
provided by Licensor,  and that Licensee  will not engage in any activity  which
would impugn Licensor's reputation or that of the Service Marks.

          19. As security for the prompt and complete  performance of all of the
obligations of the Licensor, now existing or hereafter incurred, arising out of,
relating to or connected with this Agreement, Licensor hereby pledges and grants
to Licensee a continuing  security interest in all of Licensor's  right,  title,
and  interest  in and to the  following,  whether now or  hereafter  existing or
acquired (the  "Collateral"):  (i) each Service Mark and all  registrations  and
recordings  thereof;  (ii)  all  extensions  or  renewals  of any  of the  items
described  in clause (i);  (iii) all of the goodwill of the business of Licensor
connected with the use of, and represented and symbolized by the items described
in clause  (i);  and (iv) all  proceeds  of, and  rights  associated  with,  the
foregoing,  including  any claim by  Licensor  against  third  parties for past,
present,  or future  infringement  or dilution  of any  Service  Mark or for any
injury to the goodwill associated with the use of any such Service Mark.

      a)      Licensor covenants and agrees that:

              (i)  contemporaneously  with the  execution  and delivery of this
Agreement,  it will  execute  and  deliver to Licensee  the  Trademark  Security
Agreement  in the form  attached  hereto as Exhibit A (the  "Trademark  Security
Agreement") and a UCC-1 financing statement describing the Collateral for filing
with the office of the  California  Secretary of State and, from time to time at
Licensee's expense, it will promptly execute and deliver all further instruments
and documents, and take all further action, that Licensee may reasonably request
as  necessary  or  desirable  in order to  perfect,  preserve,  and  protect any
security  interest  granted  or  purported  to be  granted  hereby  or to enable
Licensee to exercise and enforce its rights and remedies  hereunder with respect
to any Collateral;

              (ii) it will give  Licensee  at least  thirty  (30)  days'  prior
written notice of any change in its name, identity or corporate structure or the
location of its chief place of business and simultaneously  with such change, at
Licensee's  expense,  will take all action necessary or reasonably  requested by
the Licensee in order to perfect,  preserve,  and protect the security  interest
granted or purported to be granted herein.

      b)      Licensor  will be deemed in default under this  Agreement upon the
occurrence of the following (each an "Event of Default"):  (i) a material breach
by Licensor of this Agreement where such breach  materially,  adversely  affects
Licensee's  rights  under the License or if such breach is of such a nature that
it cannot  reasonably be cured; or (ii) any other material breach by Licensor of
this  Agreement,  where such breach remains  uncured for a period of twenty days
after  Licensor  receives  written  notice  thereof.  Upon an Event of  Default,
Licensee  may  exercise  all rights and  remedies of a secured  party on default
under the Uniform Commercial Code, including,  without limitation,  foreclose or
otherwise enforce  Licensee's  security interest in the Collateral in any manner
permitted  by law,  and any and all  other  rights  and  remedies  available  to
Licensee under applicable law.

          20.  Licensor  hereby  irrevocably  appoints  Licensee  as  Licensor's
attorney-in-fact,  with full authority in the place and stead of Licensor and in
the name of Licensor or otherwise,  from time to time in Licensee's  discretion,
to take  any  action  and to  execute  any  instrument  that  Licensee  may deem
necessary or advisable to accomplish the purposes of this Agreement,  including,
without limitation, to maintain the Service Marks and the registration, validity
and  enforceability  thereof and to maintain the  perfection and priority of the
security  interest  granted  hereunder;  provided  that  Licensee  agrees not to
exercise  its rights under this  paragraph  unless there is an Event of Default.
Licensee  agrees that it shall provide  Licensor with written notice  reasonably
promptly  after  it  exercises  its  rights  hereunder.  Licensor  acknowledges,
consents and agrees that the power of attorney granted  hereunder is irrevocable
and coupled with an interest.

          21. This  Agreement  does not constitute and shall not be construed as
constituting a  partnership,  joint venture or agency  relationship  between the
parties.  Neither party shall have the right to obligate or bind the other party
in any manner whatsoever, and nothing herein contained shall give or is intended
to give any rights of any kind to any third persons.

          22. In the event any paragraph or provision of this  Agreement is held
to be void or  unenforceable,  the remaining  provisions of this Agreement shall
nevertheless  be  binding  upon the  parties  with the same  force and effect as
though the void and unenforceable parts had been severed or deleted.

          23. The waiver of any term or provision of this Agreement shall not be
construed as a waiver of any other term or provision. No failure to exercise and
no delay in exercising,  on the part of Licensee,  any right, remedy,  power, or
privilege  hereunder shall operate as a waiver thereof;  nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof,  or the exercise of any other right,  remedy,
power or privilege.

          24.  This  Agreement  shall be  binding  upon and  shall  inure to the
benefit of the parties and their  present and past agents,  servants,  officers,
directors,   partners,   predecessors,    employees,   franchisees,    trustees,
representatives,  shareholders,  successors and assigns; provided, however, that
Licensee  shall not have the right to  sublicense or assign this  Agreement,  by
operation of law or otherwise, except as otherwise set forth in paragraph 13.

          25. This Agreement  shall be governed by and construed  under the laws
of the United States and the local laws of the State of  California,  as applied
to agreements entered into and to be performed entirely within California and by
California residents, without regard to choice of laws provisions.

          26. Any dispute arising out of this  Agreement,  or its performance or
breach,  shall be resolved by binding arbitration at San Francisco,  California,
under the  Commercial  Arbitration  Rules  (the  "AAA  Rules")  of the  American
Arbitration  Association (the "AAA").  This  arbitration  provision is expressly
made pursuant to and shall be governed by the Federal  Arbitration Act, 9 U.S.C.
sections  1-14.  The  Parties  agree that  pursuant  to section 9 of the Federal
Arbitration  Act, a judgment  of a United  States  District  Court of  competent
jurisdiction shall be entered upon the award made pursuant to the arbitration. A
single  arbitrator,  who shall have the  authority  to allocate the costs of any
arbitration  initiated under this paragraph,  shall be selected according to the
AAA Rules within ten (10) days of the  submission  to the AAA of the response to
the statement of claim or the date on which any such response is due,  whichever
is earlier.  The  arbitrator  shall be required to furnish to the parties to the
arbitration a preliminary  statement of the arbitrator's  decision that includes
the  legal  rationale  for the  arbitrator's  conclusion  and  the  calculations
pertinent to any damage award being made by the arbitrator. The arbitrator shall
then furnish each of the parties to the  arbitration  the opportunity to comment
upon and/or contest the arbitrator's  preliminary  statement of decision either,
in the  discretion  of the  arbitrator,  through  briefs  or at a  hearing.  The
arbitrator shall render a final decision following any such briefing or hearing.
The  arbitrator  shall conduct the  arbitration  in accordance  with the Federal
Rules of  Evidence.  The  arbitrator  shall  decide  the  amount  and  extent of
pre-hearing discovery which is appropriate.  The arbitrator shall have the power
to enter any award of monetary and/or  injunctive relief (including the power to
issue  permanent  injunctive  relief and also the power to reconsider  any prior
request  for  immediate  injunctive  relief  by any  party  and any  order as to
immediate  injunctive relief previously granted or denied by a court in response
to a request  therefor by any party),  including the power to render an award as
provided in Rule 43 of the AAA Rules;  provided,  however,  that the  arbitrator
shall not have the power to award consequential, indirect, punitive or exemplary
damages  under any  circumstances  (whether  styled as loss of  profit,  loss of
expected  economic  advantage,  punitive,  exemplary or treble  damages,  or any
penalty or punitive  type of damages)  regardless of whether such damages may be
available under any applicable law, the parties are hereby waiving their rights,
if any, to recover any such damages,  whether in arbitration or litigation.  The
arbitrator  shall  have the  power to award the  prevailing  party its costs and
reasonable  attorneys' fees;  provided,  however,  that the arbitrator shall not
award  attorneys' fees to a prevailing  party if the prevailing party received a
settlement  offer  unless  the  arbitrator's  award to the  prevailing  party is
greater than such settlement  offer without taking into account  attorneys' fees
in the case of the settlement offer or the  arbitrator's  award. Any arbitration
shall  be held  in San  Francisco,  California,  for any  claim  brought  by the
parties.  In addition to the above courts, the arbitration award may be enforced
in any court having  jurisdiction over the parties and the subject matter of the
arbitration.

          27. This Agreement contains the complete and entire  understanding and
agreement  between the  parties  and  supersedes  any  previous  communications,
representations, or agreements, verbal or written, related to the subject matter
of this Agreement. This Agreement may only be amended by a writing signed by the
party to be charged or its successor(s) in interest.

          28. All notices,  requests,  demands and other communications provided
for by this Agreement  shall be in writing and shall be deemed given on the date
delivered  if  delivered  personally   (including  by  courier),   on  the  date
transmitted  if sent by confirmed  telecopy or mailed by registered or certified
mail (return receipt requested) to the parties at the following addresses (or at
such other address as may be specified by like notice):

If to Licensor:

                  PLM International, Inc.
                  One Market
                  Steuart Street Tower, Suite 800
                  San Francisco, California  94105
                  Attention: General Counsel
                  Telephone: (415) 974-1399
                  Telecopier: (415) 882-0860

         If to Licensee:

                  MAC Trailer Leasing, L.L.C.
                  1 Maynard Drive
                  Park Ridge, NJ  07656
                  Attention:  Daniel P. DeBlasio
                  Telephone: (201) 949-2008
                  Telecopier: (201) 391-0356

         With a copy to:

                  Marubeni America Corporation
                  450 Lexington Avenue
                  New York, New York  10017
                  Attention: David Appel - Counsel
                  Telephone: (212) 250-0132
                  Telecopier: (212) 450-0706

          29. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become  effective
when two or more counterparts have been signed by each of the parties hereto and
delivered to the other party.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

LICENSOR                                     LICENSEE

PLM INTERNATIONAL, INC.                      MAC TRAILER LEASING, L.L.C.


Signature  \s\ Susan Santo                   Signature  /s/ Toru Nishimi
Printed Name:  Susan Santo                   Printed Name:  Toru Nishimi
Title:  V.P.                                 Title:  Chairman

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