PLM INTERNATIONAL, INC.
                      MANDATORY MANAGEMENT STOCK BONUS PLAN

1.       Purpose

         This  plan's  purpose  is to  compensate  senior  management  for their
contributions  to the growth and profits of the Company and its Subsidiaries and
increase their investment in the common stock of the Company,  thereby enhancing
their incentive to build shareholder value, while conserving Company liquidity.

2.       Definitions

         For  purposes  of  this  Plan,  the  following   terms  will  have  the
definitions set forth below:

         (a)  "Allocation  Ratio." A percentage  determined  by the Board not to
         exceed 50 percent.

         (b)      "Company."  PLM International, Inc.

         (c)  "Subsidiary" or  "Subsidiaries".  A corporation or corporations of
         which  the  Company  owns,  directly  or  indirectly,  shares  having a
         majority of the ordinary voting power for the election of directors.

         (d)      "Board."  The Company's Board of Directors.

         (e) "Bonus  Compensation  Plan."  This  phrase  shall have the  meaning
         supplied by Section 4(a), below.

         (f) "Bonus  Share." The shares of common stock of the Company  reserved
         pursuant to Section 3 hereof and issued to a Recipient pursuant to this
         Plan.

         (g)      "Cause."  For purposes of this Plan, "cause" shall mean:

                  (i) the willful and continued  failure by Recipient to perform
         his or her  employment  duties (other than any failure  resulting  from
         Recipient's  incapacity due to physical or mental illness) after demand
         for  substantial  performance  is  delivered  by  the  Company  or  its
         Subsidiary  which demand  specifically  identifies  the manner in which
         Recipient has not substantially performed his or her duties;

                  (ii) the willfull and  intentional  act by the Recipient  that
         is, in the reasonable  determination  of the Company or its Subsidiary,
         materially injurious to the Company, monetarily or otherwise;

                  (iii) the breach by the Recipient of any material  covenant of
         Recipient's employment agreement, if any, with the Company; or

                  (iv) the  conviction of the Recipient of a crime  involving an
         act of moral turpitude or which is a felony resulting in or intended to
         result,  directly or indirectly,  in gain or personal enrichment of the
         Recipient,  relations  of the  Recipient,  or their  affiliates  at the
         expense of the Company or its Subsidiary.

                  For purposes of this  definition,  no act or failure to act on
         Recipient's part shall be considered  willful unless done or omitted to
         be done,  by him or her not in good faith and  without  the  reasonable
         belief  that  his or  her  action(s)  or  omission(s)  was in the  best
         interests of the Company or its Subsidiary.

         (h) "Committee."  The Compensation  Committee as appointed from time to
         time by the Board.  No member of the  Committee  shall be eligible  for
         selection as a person to whom shares may be allocated  pursuant to this
         Plan or to whom  stock  options  may be  granted  to  employees  of the
         Company  pursuant  to  any  other  plan  of the  Company  or any of its
         affiliates, at any time while he or she is serving on the Committee.

         (i) "Date of Issuance."  This term shall mean the date Bonus Shares are
         allocated and granted to a Recipient pursuant to Board resolution.

         (j) "Fair  Value of a Bonus  Share."  The quoted  closing  price of the
         Company's common stock on the Date of Issuance.

         (k) "Plan." The PLM  International,  Inc.  Mandatory  Management  Stock
         Bonus Plan.

         (l)  "Recipient."  An employee of the Company or a  Subsidiary  to whom
         shares are allocated under this Plan, or such  individual's  designated
         beneficiary,  surviving spouse,  estate, or legal  representative.  For
         this purpose,  however, any such beneficiary,  spouse, estate, or legal
         representative shall be considered as one person with the employee.

         (m) "Restricted Period." This phrase shall have the meaning supplied by
         Section 7(c), below.

3.       Bonus Share Reserve

         (a) Bonus  Share  Reserve.  The  Company  will  establish a Bonus Share
         reserve to which will be credited 500,000 shares of the common stock of
         the  Company,  par value  $0.01 per  share.  Should  the  shares of the
         Company's  common  stock,  due to a stock  split or stock  dividend  or
         combination  of shares  or any  other  change,  or  exchange  for other
         securities, by reclassification, reorganization, merger, consolidation,
         recapitalization  or  otherwise,  be  increased or decreased or changed
         into, or exchanged  for, a different  number or kind of shares of stock
         or other  securities  of the  Company  or of another  corporation,  the
         number of shares then  remaining  in the Bonus Share  reserve  shall be
         appropriately  adjusted to reflect such action.  If any such adjustment
         results in a fractional share, the fraction shall be disregarded.

         (b)  Adjustments to Reserve.  Upon the allocation of shares  hereunder,
         the reserve  will be reduced by the number of Bonus Shares so allocated
         and,  upon the  repurchase  thereof  pursuant  to  Section  7(d) or the
         forfeiture  thereof  pursuant to Section  7(e),  the  reserve  shall be
         increased  by such  number of such  shares,  and such Bonus  Shares may
         again be the subject of allocations hereunder.

         (c)  Distributions of Bonus Shares.  Distributions of Bonus Shares,  as
         the  Board  shall in its sole  discretion  determine,  may be made from
         authorized  but unissued  shares or from  treasury  shares.  All shares
         issued as Bonus Shares in accordance  with the Plan shall be fully paid
         and  non-assessable  and free from preemptive rights. All distributions
         of Bonus Shares under this Plan shall be in  compliance  with ss.711 of
         the American  Stock  Exchange  Company  Guide or such other  equivalent
         guideline.

4.       Eligibility and Making of Allocations

         (a) Eligible Employees.  Any salaried executive employee of the Company
         or any Subsidiary (including officers and directors, except for persons
         serving as directors only) who  participate in the Company's  Executive
         Management   Bonus  Pool  or  any  other  executive   management  bonus
         compensation  plan  (together,  "Bonus  Compensation  Plans")  shall be
         eligible  to receive an  allocation  of Bonus  Shares  pursuant to this
         Plan.  Bonus  shares  allocated  pursuant  to  this  Plan  are  made in
         substitution of cash compensation that would otherwise be earned by the
         Recipient under a Bonus  Compensation Plan. Bonus Shares are restricted
         and subject to forfeiture pursuant to Section 7 of this Plan.

         (b) Selection by the  Committee.  From those  employees for whom a cash
         bonus  has  been  recommended  under a  Bonus  Compensation  Plan,  the
         Committee  may from time to time select (i) those  employees to whom it
         recommends  that the Board make  allocations of Bonus Shares,  and (ii)
         the Allocation  Ratio that should be applied to each such employee.  In
         selecting  those  employees whom it wishes to recommend for allocations
         and in  determining  the Allocation  Ratio it wishes to recommend,  the
         Committee  shall  consider  the position  and  responsibilities  of the
         eligible employees,  the value of their services to the Company and its
         Subsidiaries and such other factors as the Committee deems pertinent.

         (c) Review by Board of  Committee's  Recommendations.  As  promptly  as
         practicable after the Committee makes its  recommendations  pursuant to
         (b), above, the Board will review the Committee's  recommendations and,
         in the Board's  discretion,  (i)  determine  from the list of employees
         recommended by the Committee which employees  should be allocated Bonus
         Shares under this plan,  and (ii) the  Allocation  Ratio that should be
         applied to each such employee, provided, however, the Board may, in its
         sole  discretion,  increase or  decrease  the  Allocation  Ratio to the
         extent permitted under this Plan.

         (d)  Formula  for Number of Bonus  Shares.  The number of Bonus  Shares
         allocable  and granted to a Recipient  shall be  determined as follows:
         amount of cash bonus due an employee under a Bonus  Compensation  Plan,
         multiplied  by  the  Allocation  Ratio  applicable  to  such  Employee,
         multiplied by 1.3334 (to compensate employees for the restricted nature
         of the Bonus  Shares  and the risk of  forfeiture)  divided by the Fair
         Value of a Bonus Share.  No  fractional  shares may be issued under the
         Plan. Cash bonuses due under a Bonus  Compensation Plan will be reduced
         by an amount equal to the amount of such cash bonus  multiplied  by the
         Allocation  Ratio  applicable to a Recipient being granted Bonus Shares
         under this Plan.

         (e) Example.  For example, a Recipient is to receive a cash bonus under
         a Bonus  Compensation  Plan  equal to  $30,000.  The  Board has set the
         Allocation  Ratio at 50  percent.  The Fair  Value of a Bonus  Share is
         $5.00.  The Recipient will be allocated  4,000 Bonus Shares computed as
         follows:  $30,000 x .50 x 1.3334 / 5.00.  The  Recipient's  cash  bonus
         payable under the Bonus  Compensation  Plan will be $15,000 computed as
         follows: $30,000 - [$30,000 x .50].

         (f)  Participation  in Other  Stock  Option  Plans.  A  person  who has
         received  options to purchase  stock under any stock option plan of the
         Company or a Subsidiary may exercise the same in accordance  with their
         terms,  and will not by reason  thereof be ineligible to received Bonus
         Shares  under  this  Plan.  A  person  who has  received  Bonus  Shares
         hereunder shall be eligible to, and may, be granted any option or other
         rights to purchase  stock  pursuant  to any stock  option plan or stock
         purchase plan of the Company presently in effect or hereafter  adopted,
         and he or she shall be eligible to receive  additional  allocations  of
         Bonus  Shares  under this Plan or under any other  similar  plan of the
         Company.

         (g) Limited on Number of  Allocable  Shares.  The total number of Bonus
         Shares  which may  allocated  pursuant to this Plan will not exceed the
         amount available in the Bonus Share reserve.

5.       Form of Allocations

         (a) Number  Specified.  Each grant  shall  specify  the number of Bonus
         Shares  allocated as well as the Allocation Ratio and the Fair Value of
         Bonus Shares.

         (b) Notice.  When a grant is made, the Board shall advise the Recipient
         and the Company  thereof by  delivery of written  notice in the form of
         Exhibit A hereto annexed.

         (c) Registration and Listing. All Bonus Shares granted pursuant to this
         Plan shall be properly  registered  with the  Securities  and  Exchange
         Commission  under the  Securities  Act of 1933.  The Company shall take
         such  action as shall be  necessary  to cause any and all Bonus  Shares
         issued  pursuant to this Plan and not previously  listed to be promptly
         listed on the American Stock Exchange and/or such other  exchange(s) on
         which shares of the same class as the Bonus Shares are then listed.

6.       No Payment Required of Recipients

         (a) No Payment  Required.  Recipients  shall not be required to pay any
         amounts to the Company upon allocation,  grant, transfer or sale of the
         Bonus  Shares.  The  Company  shall  be  entitled  to make  appropriate
         withholding for income or employment taxes or other similar items.

         (b) Investment Purpose.  The Company may require that, in acquiring any
         Bonus Shares,  the Recipient  agree with, and represent to, the Company
         that the  Recipient is  acquiring  such Bonus Shares for the purpose of
         investment and with no present  intent to transfer,  sell, or otherwise
         dispose of such shares as set forth in Exhibit B, below.

7.       Restrictions

         (a)  Transfer/Issuance.  Bonus Shares will be promptly  transferred  or
         issued after the Date of Issuance and a certificate or certificates for
         such shares  shall be issued in the  Recipient's  name.  The  Recipient
         shall  thereupon be a shareholder of all the shares  represented by the
         certificate or  certificates.  As such, the Recipient will have all the
         rights of a  shareholder  with  respect to such shares,  including  the
         right to vote  such  shares  and to  receive  all  dividends  and other
         distributions  (subject  to  Section  7(b))  paid with  respect to such
         shares,  provided,  however,  that the  shares  shall be subject to the
         restrictions in Sections 7(d) and 7(e). Stock certificates representing
         Bonus  Shares will be imprinted  with a legend  stating that the shares
         represented thereby may not be sold, exchanged,  transferred,  pledged,
         hypothecated,  or otherwise  disposed of except in accordance with this
         Plan's  terms,  and each  transfer  agent for the Common Stock shall be
         instructed  to like  effect in respect of such  shares.  In aid of such
         restrictions,  the  Recipient  shall,  immediately  upon receipt of the
         certificate(s) deposit such certificate(s)  together with a stock power
         or other instrument of transfer,  appropriately endorsed in blank, with
         an escrow agent designated by the Committee,  under a deposit agreement
         containing  such terms and  conditions as the Committee  shall approve,
         the expenses of such escrow to be borne by the Company.

         (b) Stock  Splits,  Dividends,  etc.  If, due to a stock  split,  stock
         dividend,  combination  of shares,  or any other change or exchange for
         other   securities   by   reclassification,   reorganization,   merger,
         consolidation,  recapitalization  or otherwise,  the Recipient,  as the
         owner of Bonus  Shares  subject  to  restrictions  hereunder,  shall be
         entitled  to  new,   additional,   or  different  shares  of  stock  or
         securities, the certificate or certificates for, or other evidences of,
         such new, additional, or different shares or securities,  together with
         a stock power or other instrument of transfer  appropriately  endorsed,
         also shall be  imprinted  with a legend as provided in Section 7(a) and
         deposited  by  the  Recipient  with  the  escrow  agent.  If any of the
         event(s) described in the preceding sentence occur, all Plan provisions
         relating to restrictions  and lapse of restrictions  will apply to such
         new,  additional,  or different shares or securities to the same extent
         applicable  to the  Bonus  Shares  with  respect  to  which  they  were
         distributed,  provided,  however,  that if the Recipient  shall receive
         rights, warrants or fractional interest in respect of any of such Bonus
         Shares,  such  rights  or  warrants  may be  held,  exercised,  sold or
         otherwise disposed of, and such fractional interests may be settled, by
         the Recipient free and clear of the restrictions hereafter set forth.

         (c) Restricted  Period.  The term  "Restricted  Period" with respect to
         restricted Bonus Shares (after which  restrictions  shall lapse) means,
         subject  to  Section  7(f)  below,  a  period  starting  on the Date of
         Issuance of such shares to the  Recipient  and ending on the date three
         (3) years after the Date of Issuance, or as the Committee may otherwise
         establish at the time of allocation of shares hereunder.

         (d)  Restrictions  on Transfer of Bonus Shares.  During the  Restricted
         Period applicable to Bonus Shares and except as otherwise  specifically
         provided  in the Plan,  none of such shares  shall be sold,  exchanged,
         transferred, pledged, hypothecated, or otherwise disposed of unless the
         Company shall offer to repurchase  such shares for the then fair market
         value of such shares, with appropriate adjustment for any change in the
         Bonus  Shares of the nature  described  in Section  7(b).  Unless  such
         repurchase  is  otherwise  prohibited  by  the  laws  of the  State  of
         California or other applicable state or federal law currently in effect
         at the time of an offer of Bonus  Shares by the Company for  repurchase
         pursuant to the terms of this Plan, the Company shall  repurchase  said
         shares and make payment in full  therefor  fifteen (15) days  following
         such  offer.  Fair  market  value of such  shares  shall be the  quoted
         closing price of the Company's common stock two days before payment for
         such shares is made by the Company.

         (e) During the Restricted Period, in the event a Recipient  voluntarily
         terminates his or her employment  with the Company or any Subsidiary or
         is  terminated   for  Cause,   any  and  all  Bonus  Shares  for  which
         restrictions  have  not  lapsed  pursuant  to  Section  7(f)  shall  be
         immediately  forfeited by such  Recipient and such  Recipient  shall no
         longer  have any  rights,  title or  interests  in such  Bonus  Shares,
         related  shares  issued  pursuant to Section  7(b) or any  dividends or
         distributions  derived therefrom.  Such Bonus Shares and related shares
         will be surrendered to the Company by the escrow agent,  will be placed
         in the  treasury  of the  Company,  and will no  longer  be  considered
         outstanding.

         (f)  Lapse  of  Restricted   Period.  The  restrictions  and  risks  of
         forfeiture  set forth in  Sections  7(d) and 7(e)  hereof will lapse as
         follows:

                (i) as to 33.33% of Bonus Shares on the first anniversary of the
                Date of Issuance, or

                (ii)  an  additional  33.33%  of  Bonus  Shares  on  the  second
                anniversary of the Date of Issuance, or

                (iii) all remaining Bonus Shares on the third anniversary of the
                Date of Issuance, or

                (iv)  upon the Recipient's death, or

                (v) upon  acceptance  by the Board of an offer to acquire all or
                substantially all of the Company's common stock or assets, or

                (vi) upon  announcement  of an offer  tendering  for all or more
                than 50 percent of the Company's outstanding common stock, or

                (vii)  upon resolution of the Board, or

                (viii)  upon termination of this Plan.

         (g)  Transfers  Upon  Death of  Recipient.  Nothing  in this  Plan will
         preclude the transfer of Bonus Shares, on the Recipient's death, to the
         Recipient's  legal   representatives   or  estate,  nor  preclude  such
         representatives  from  transferring any of such shares to the person(s)
         entitled thereto by will or the laws of descent and distribution.

         (h)  Delivery  of Written  Notice.  All  notices  in  writing  required
         pursuant  to  Sections  5 or 7 will  be  sufficient  only  if  actually
         delivered or if sent via registered or certified mail,  postage prepaid
         to Recipient's home address,  and will be conclusively  deemed given on
         the date of  delivery,  if  delivered  or on the  second  business  day
         following the date of such mailing, if mailed.

8.       Finality of Determination

         The Committee will  administer  this Plan and construe its  provisions.
Any   determination   by  the  Committee   (except   insofar  as  it  will  make
recommendations  only) in carrying out,  administering,  or construing this Plan
will be final and binding for all purposes and upon all  interested  persons and
their heirs, successors, and personal representatives.

9.       Limitations

         (a) No Right to  Allocation.  No person will at any time have any right
         to receive an  allocation  or grant of Bonus  Shares  hereunder  and no
         person will have authority to enter into an agreement for the making of
         an allocation or grant or to make any  representation  or warranty with
         respect thereto.

         (b) Rights of Recipients. Recipients of allocations will have no rights
         in respect  thereof  other than those set forth in the Plan.  Except as
         provided  in  Section  7(g),   such  rights  may  not  be  assigned  or
         transferred  except by will or by the laws of descent and distribution.
         Any  attempt  to sell,  exchange,  transfer,  pledge,  hypothecate,  or
         otherwise  dispose  of any Bonus  Shares  held by the  Recipient  under
         restrictions  which have not yet lapsed,  will be deemed null and void.
         Before  issuance of Bonus Shares,  no such shares will be earmarked for
         the  Recipients'  accounts nor will such  Recipients have any rights as
         stockholders with respect to such shares.

         (c) No Right to Continued  Employment.  Neither the Company's action in
         establishing  the Plan,  nor any action  taken by it or by the Board or
         the Committee  under the Plan,  nor any provision of the Plan,  will be
         construed  as giving to any  person  the  right to be  retained  in the
         employ of the Company or any Subsidiary.

10.      Amendment, Suspension or Termination of Plan

         The Board may amend,  suspend or terminate the Plan in whole or in part
at any time;  provided that such amendment,  suspension or termination  will not
affect adversely  rights or obligations  with respect to allocations  previously
made.

11.      Governing Law.

         The Plan will be governed by the laws of the State of California.

12.      Expenses of Administration.

         All costs and expenses incurred in the operation and  administration of
this Plan will be borne by the Company.


<PAGE>


                     EXHIBIT "A" -- PLM INTERNATIONAL, INC.
                     MANDATORY MANAGEMENT STOCK OPTION PLAN

To:      1.       ____________________, Recipient, and
         2.       Chief Financial Officer, PLM International, Inc.

         This is to advise you that PLM International, Inc.'s Board of Directors
has on the date of this notice allocated to the Recipient above named a total of
___________  Bonus Shares under and pursuant to the Mandatory  Management  Stock
Bonus Plan. The applicable  Allocation Ratio is _____ percent. The Fair Value of
Bonus  Shares  is  $______/share.   The  cash  compensation   under  your  Bonus
Compensation Plan has been reduced by $15,000.

                                  ------------------------------
                                  For the Board
                                  Douglas P. Goodrich

Date: ___________________________



<PAGE>


                     EXHIBIT "B" -- PLM INTERNATIONAL, INC.
                      MANDATORY MANAGEMENT STOCK BONUS PLAN

To:      Chief Financial Officer, PLM International, Inc.

         I represent that the 7,778 Bonus Shares allocated to me pursuant to the
Company's  Mandatory  Management  Stock Bonus Plan,  upon receipt of these Bonus
Shares,  will be deposited,  together with a stock power duly endorsed in blank,
with an escrow agent appointed pursuant to Section 7(a) of the Plan, I represent
and agree that I am acquiring  these Bonus Shares for investment and that I have
no present  intention  to transfer,  sell or  otherwise  dispose of such shares,
except as  permitted  pursuant  to the Plan and in  compliance  with  applicable
securities   laws.  I  acknowledge  that  these  Bonus  Shares  are  subject  to
restrictions  on transfer and subject to  forfeiture as set forth in the Plan. I
agree further that I am acquiring  these shares in accordance  with, and subject
to, the terms,  provisions and conditions of said Plan, to all of which I hereby
expressly  assent.  These  agreements  will bind and inure to the  benefit of my
heirs, legal representatives, successors and assigns.

My address of record is:
My Social Security Number is:

Receipt  of the  above,  together  with  the  payment  referred  to,  is  hereby
acknowledged.

-----------------------------------
Recipient:


PLM International, Inc.

By:


Date:










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