FACILITY AGREEMENT





                            PLM INTERNATIONAL, INC.,
                                    Borrower


                                       and



                                MEESPIERSON N.V.,

                                     Lender



                               Dated: May 6, 1999



<PAGE>




                                      INDEX

SECTION No./SUBJECT MATTER
                                                                 PAGE NO.

1.    DEFINITIONS.................................................... 1
2.    REPRESENTATIONS AND WARRANTIES.................................17
3.    CONDITIONS PRECEDENT...........................................20
4.    THE FACILITY...................................................23
5.    DRAWDOWN.......................................................23
6.    PAYMENTS.......................................................24
7.    INTEREST, RATE AND DEFAULT RATE................................24
8.    PREPAYMENT/REPAYMENT/TERMINATION...............................25
9.    EVENT OF LOSS OR SALE OF EQUIPMENT; MANDATORY PREPAYMENT.......27
10.   FINANCIAL INFORMATION..........................................29
11.   COVENANTS......................................................29
12.   CURRENCY OF ACCOUNT............................................31
13.   ACCOUNTS AND PAYMENTS; EARNINGS ACCOUNT PLEDGE.................31
14.   TAXES..........................................................33
15.   INCREASED COSTS................................................34
16.   EVENTS OF DEFAULT..............................................35
17.   SYNDICATION....................................................37
18.   BENEFIT OF AGREEMENT...........................................39
19.   MISCELLANEOUS..................................................39
20.   COSTS..........................................................40
21.   NOTICES........................................................41
22.   GOVERNING LAW, JURISDICTION, JURY WAIVER.......................41



<PAGE>



EXHIBITS                           CONTENTS


     A          FORM OF PROMISSORY NOTE
     B          FORM OF CHATTEL MORTGAGE AND SECURITY AGREEMENT
     C          FORM OF NOTICE OF ASSIGNMENT OF EARNINGS
     D          FORM OF CONSENT AND AGREEMENT
     E          FORM OF ASSET BASE CERTIFICATE




                                       ii


<PAGE>


                               FACILITY AGREEMENT

         THIS FACILITY AGREEMENT (this "Agreement") is made as of the 6th day of
May, 1999 by and between PLM  INTERNATIONAL,  INC., a corporation  organized and
existing under the laws of the State of Delaware and having its chief  executive
office at One Market Steuart Street Tower, Suite 800, San Francisco,  California
94105  (hereinafter  called "the  Borrower"),  and  MEESPIERSON  N.V., a company
organized  and  existing  under the laws of the  Netherlands,  having its office
located at Coolsingel 93, 3012 AE Rotterdam, The Netherlands (hereinafter called
"the Lender").


                          W I T N E S S E T H T H A T:
      WHEREAS:

     (A) At the  request of the  Borrower,  the Lender has agreed to provide the
Borrower  with a credit  facility loan in an aggregate  principal  amount not to
exceed FIFTEEN MILLION UNITED STATES DOLLARS (US$15,000,000), upon the terms and
subject to the conditions hereinafter  contained,  for the exclusive purposes of
part-financing  the  purchase  of new and  existing  refrigerated  food  service
trailers,  refrigerated  over the road  trailers,  dry van  trailers  and  other
moveable  equipment  agreed  upon  by  the  Lender.

     (B) As security  for the  performance  by the  Borrower of its  Obligations
hereunder,  the  Borrower  has agreed to grant to the Lender and to procure  the
provision to the Lender of the collateral as referred to herein.

     NOW, THEREFORE, it is agreed as follows:

1.   DEFINITIONS

1.1 In this Agreement the words and expressions  specified  below shall,  except
where the context  otherwise  requires,  have the meanings  attributable to them
below:

"Accounts Receivable" the aggregate Gross Equipment Receivables due and owing as
of a certain date;

"Additional Availability Period(s)" each and every extension of the Availability
Period for a period of twelve (12) months  requested  by the Borrower and agreed
to in the sole discretion of the Lender  pursuant to Subsection  4.2;

"Advance" the amount in United States  Dollars made  available  pursuant to this
Agreement to the Borrower on any Drawdown Date;

"Applicable  Rate" the rate of interest on the  aggregate  Advances from time to
time  applicable  pursuant to  Subsection  7.1;

"Arrangement  Fee" a fee of One Hundred Fifty Thousand United States Dollars (US
$150,000)  to be paid by the  Borrower  to the Lender on the date  hereof  which
arrangement  fee shall be  non-refundable  upon  receipt  thereof by the Lender;

"Asset  Base" as of any date  during the  Availability  Period,  means an amount
equal to seventy percent (70%) of the Net Book Value of the Equipment or seventy
percent (70%) of the Purchase  Price of the  Equipment,  whichever is the lower;

"Asset Base Certificate" means (a), if delivered during the Availability Period,
a certificate  setting forth (i) the components of the Asset Base as of the last
day of the month for which such  certificate is submitted,  as of the Conversion
Date or as of a Drawdown Date, as the case may be (the "reference  date"),  (ii)
the average age of the Equipment as of the reference date and evidencing that no
Unit is more than the Maximum Age, (iii) the utilization of the Equipment as of
Equipment,  (v) the Net Book Value of the  Equipment as of the  reference  date,
(vi) the Lessee(s) of the Equipment as of the  reference  date,  (vii) the Lease
Rates as of the reference date and (viii) the Outstanding  Principal  Balance as
of the  reference  date,  and (b) if delivered  during the Repayment  Period,  a
certificate  setting  forth items (ii) through  (viii)  above which  certificate
shall be  substantially  in the form of  Exhibit E hereto and shall be c Lender;

"Availability  Period" the period from the date hereof up to and  including  the
Business Day  preceding  the first  anniversary  of the date of this  Agreement;

"Bankruptcy  Code" means the Federal  Bankruptcy Reform Act of 1978, as amended,
as  codified  under  Title 11 of the  United  States  Bankruptcy  Code,  and the
Bankruptcy Rules promulgated thereunder;

"Business  Day" shall be  construed  as a reference  to a day on which banks are
open in Amsterdam,  London,  San Francisco and New York, as the case may be, for
all  kinds of  business  herein  contemplated;

"Cash Equivalents" shall mean Investments in (i) direct United States Government
or United States agency obligations;  (ii) Investments in corporate  obligations
of "AA"  quality  or better  maturing  within  one year;  (iii)  Investments  in
certificates  of deposits issued by the Lender (or any branch thereof) or by any
United States  commercial bank, the United States branch of any foreign bank, in
each case so long as such bank has capital and surplus of not less than the equi
(US$50,000,000);  (iv) preferred stock Investments rated "AA" or better; and (v)
Investments in any state,  local or municipal  obligations rated "AA" or better,
and  (vi) all cash  collected  by the  Borrowers,

"Certificate(s)  of Title" a certificate (or equivalent)  issued by the relevant
authority in the State of Registration of any Unit which  certificate  evidences
the Borrower as the legal and registered owner of the such Unit;

"Change of Control"  means  either (i) any  "person" (as such term is defined in
Sections 13(d) and 14(d) of the Securities  Exchange Act of 1934, as amended) is
or becomes the  beneficial  owner (as defined in Rules 13d-3 and 13d-5 under the
Securities  Exchange Act of 1934, as amended),  directly or indirectly,  of more
than fifty  percent  (50%) of the total  voting power of the voting stock of any
company  or (i) the Board of  Directors  of any  company  ceases to consist of a
majority of the existing directors of such company;

"Code" the Internal Revenue Code of 1986, as amended,  and any successor statute
and regulations promulgated thereunder;

"Commitment Fee" a non-refundable  fee of one/eighth of one percent (0.125%) per
annum of the undrawn portion of the Facility,  payable monthly in arrears during
the  Availability  Period,  and on the  Conversion  Date provided if any date on
which the fee is payable  is not a Business  Day,  the  commitment  fee shall be
payable on the next following Business Day or, if such Business Day falls in the
next calendar  month,  the commitment fee shall be payable on the preceding Busi
date;

"Consent and Agreement" that certain consent and agreement dated on or about the
date hereof  executed by the Depositary  substantially  in the form of Exhibit D
hereto;

"Consolidated  Interest  Coverage Ratio" means, on a consolidated  basis for the
Borrower  and its  Subsidiaries,  measured  quarterly as of the last day of each
fiscal quarter of the Borrower for the preceding four fiscal quarters, including
the fiscal quarter in which such measurement date occurs,  the ratio,  expressed
as a percentage,  of (i) operating income plus  depreciation and amortization to
(ii) net interest expense , as determined and computed in accordance with GAAP;

"Consolidated  Net Income" means for any person,  on a  consolidated  basis,  as
calculated  for any period as of any date of  determination,  the net income and
net losses for such period;

"Consolidated  Net Worth"  means,  on a  consolidated  basis,  as at any date of
determination, the difference between Consolidated Total Assets and Consolidated
Total Liabilities;

"Consolidated  Total Assets" means,  on a consolidated  basis, as at any date of
determination,  all assets of the Borrower and its  Subsidiaries,  as determined
and computed in accordance with GAAP, excluding (i) Restricted Cash and (ii) the
investment  by the  Borrower  or any  Subsidiary  in any and all Joint  Ventures
nonconsolidated with the Borrower and which have Indebtedness, as determined and
computed in  accordance  with GAAP (except to the extent the exclusion of assets
in Subsect

"Consolidated  Total Liabilities" means, on a consolidated basis, as at any date
of  determination,  all  (i)  liabilities  of (A)  the  Borrower,  and  (B)  its
Subsidiaries,   and  (ii)  all  Indebtedness  of  any  and  all  Joint  Ventures
nonconsolidated  with the Borrower except to the extent such liabilities are Non
Recourse Debt to the Borrower and its  Subsidiaries,  as determined and computed
in  accordance  with  GAAP  (except  to  the  extent  the  consolidation  of the
liabilities described in Subsection

"Conversion  Date" the date which is (i)(a) the first anniversary of the date of
this Agreement or (b), if the  Availability  Period is extended  pursuant to the
provisions  of  Section  4.2,  the  applicable  anniversary  of the date of this
Agreement  or (ii) such earlier date which  follows the  occurrence  of an Early
Amortization  Event  pursuant  to  Section  4.2,  or if any  such  date is not a
Business Day, the Business Bay immediately preceding such date;

"Counsel to Lender" the law firm of Seward & Kissel,  New York, New York, USA or
such other counsel as the Lender may designate;

"Debt" debt for borrowed monies according to GAAP;

"Debt Service to Coverage Ratio" the ratio, expressed as a percentage, of EBITDA
to  scheduled  payments of principal  and interest in respect of the  Borrower's
consolidated  Indebtedness,  determined on the scheduled  principal and interest
(assuming that the then prevailing  interest rates remain in effect for the next
twelve (12) months) payments payable over the next twelve (12) month period;

"Default"  any event  which is or may with the  passage of time or the giving of
notice or both be one of the events specified in Section 16 hereof;

"Default Rate" has the meaning ascribed thereto in Section 7.1;

"Depositary" the Lender or any banking  institution  acceptable to the Lender in
its the sole discretion initially, First Union Bank of North Carolina;

"Drawdown  Date(s)" a date on which an Advance  is drawn  pursuant  to Section 4
hereof;

"Early  Amortization  Event" the  occurrence of any one or more of the following
during the Availability Period and any Additional  Availability  Period, if any,
if not cured  within  thirty (30) days from the date of written  notice given by
the Lender, or actual knowledge of the Borrower, whichever is the earlier, shall
constitute an Early Amortization Event:

(1) any  Event of  Default  under  this  Agreement  which  has  occurred  and is
continuing;

(2) a Lessee, the value of whose leased Equipment exceeds forty percent (40%) of
the  Asset  Base,  defaults  under  the  relevant  Lease  or any  such  Lease is
terminated  prior to its  stated  term;

(3) the average age of the  Equipment as reported on the Asset Base  Certificate
most recently received by the Lender is greater than six (6) years;

"Earnings  Account" the account  maintained by the Borrower with the Depositary,
in respect of among other earnings, the Gross Equipment Receivables;

"EBITDA"  means,  on a  consolidated  basis,  the  Guarantor's  earnings  before
interest,  taxes,  depreciation and amortization  (calculated in accordance with
GAAP as in effect on the date hereof ) based on the preceding twelve (12) months
actual operating income;

"Equipment" the refrigerated food service  trailers,  refrigerated over the road
trailers,  dry van  trailers  and other  moveable  equipment  agreed upon by the
Lender (in type,  form, price and composition of total portfolio to be specified
by the Borrower and acceptable to the Lender) manufactured or to be manufactured
by such manufacturers acceptable to the Lender, which Equipment is to be used as
security for the obligations of the Borrower hereunder;

"ERISA" the Employment Retirement Income Security Act of 1974, as amended;

"ERISA  Affiliate" a trade or business  (whether or not  incorporated)  which is
under common  control with the Borrower  within the meaning of Sections  414(b),
(c), (m) or (o) of the Code;

"Event of Default" any event specified in Section 16 hereof;

"Existing  Equipment"  shall  mean any and all items of  transportation  related
tangible personal property  (including parts) (i) owned directly by the Borrower
or pursuant to  Subsection  (ii)(B) or (ii)(C) of the  definition  of Collateral
Coverage  Ratio,  or (ii)  owned  as of June  28,  1996 by PLM  Rental,  Inc.  a
wholly-owned  Subsidiary of the Borrower;  in each case held for sale,  lease or
rental to third parties;

"Existing  Equipment  Assets"  means any item of the Existing  Equipment and any
other  item of  tangible  personal  property  acquired  by the  Borrower  or any
Subsidiary  for the purpose of lease or sale in connection  with the business of
the Borrower or such Subsidiary;

"Facility" the loan facility in a maximum  aggregate  principal  amount of up to
FIFTEEN  MILLION UNITED STATES DOLLARS  (US$15,000,000)  to be made available to
the Borrower by the Lender pursuant to the terms hereof;

"Facility  Period" the period from the date of this  Agreement  to the date upon
which (i) no further  Advances may be drawn  hereunder and (ii) the  outstanding
Advances and all other amounts due to the Lender pursuant to this Agreement, the
Promissory Note and the Security  Documents  become  repayable and are repaid in
full or prepaid in full in accordance with the terms of this Agreement;

"Final  Repayment  Date" the day which  falls on the  sixth  anniversary  of the
Conversion  Date,  or, in the event  such date is not a Business  Day,  the next
following  Business Day shall be considered as being the Final  Repayment  Date,
unless such next  following  Business Day falls in the next calendar  month,  in
which case the last  preceding  Business  Day shall be  considered  as being the
Final Repayment Date;

"First  Drawdown  Date" the date on which the first  Advance is drawn under this
Agreement;

"Funded Debt" of any person shall mean all Indebtedness of such person excluding
(i)  Short-Term  Warehouse  Debt,  (ii) Non  Recourse  Secured  Debt  and  (iii)
additional  Non Recourse Debt to finance  commissions  and brokerage  fees for a
no-load  partnership  fund  secured  only  by  a  lien  on  the  management  and
administrative  fees  payable  to the  Borrower  and  its  Subsidiaries  by such
partnership  and  the  partnership  interests  of the  general  partner  in such
partnership;

"GAAP" generally accepted accounting  principles of the United States of America
consistently  applied,  as  reflected  in  pronouncements  and  practices of the
American Institute of Certified Public Accountants;

"Governmental  Authority" (a) any federal,  state, county,  municipal or foreign
government,   or  political   subdivision   thereof,  (b)  any  governmental  or
quasi-governmental  agency, authority,  board, bureau,  commission,  department,
instrumentality or public body, (c) any court or administrative  tribunal or (d)
with respect to any person, any arbitration  tribunal or other  non-governmental
authority to whose jurisdiction that person has consented;

"Gross Equipment Receivables" the aggregate of all rents and other amounts which
are payable by any person to the Borrower or the Leasing  Agent,  in  connection
with the  purchase,  use or insuring of the Equipment or otherwise in respect of
the Equipment;

"Growth  Funds" means,  collectively,  PLM  Equipment  Growth Fund, a California
limited  partnership,  PLM  Equipment  Growth  Fund  II,  a  California  limited
partnership,  PLM Equipment Growth Fund III, a California  limited  partnership,
PLM Equipment Growth Fund IV, a California  limited  partnership,  PLM Equipment
Growth Fund V, a California limited partnership, PLM Equipment Growth Fund VI, a
California  limited  partnership,  PLM  Equipment  Growth  &  Income  Fund  VII,
Professional  Lease Management  Income Fund I, LLC, a Delaware limited liability
company and any other similar  California limited  partnership  hereafter formed
for  the  purpose  of  owning  and  holding  for  lease  transportation  related
equipment,  of which PLM Financial Services,  Inc., a wholly-owned Subsidiary of
the Borrower,  shall be the general partner;

"Indebtedness" of any person shall mean without duplication (i) all Debt of such
person  for  borrowed  money  or which  has  been  incurred  by such  person  in
connection with the acquisition of assets,  (ii) all capitalized rentals of such
person,  (iii) all guarantees by such person of Indebtedness  for borrowed money
of others,  and (iv) all obligations and liabilities  secured by a security lien
(excluding  security liens arising by operation of law) on any asset owned by su
liability  is  assumed,  to the  extent  of the  lesser  of such  obligation  or
liability or the fair market value of such asset;

"Initial  Repayment  Date" the day falling three (3) months after the Conversion
Date,  or, in the event  such date is not a  Business  Day,  the next  following
Business Day shall be considered  as being the Initial  Repayment  Date,  unless
such next following Business Day falls in the next calendar month, in which case
the last  preceding  Business  Day  shall be  considered  as being  the  Initial
Repayment Date;

"Interest  Notice"  a notice  delivered  to the  Lender  pursuant  to  Section 7
specifying the duration of any relevant  Interest Period;

"Interest  Period(s)" period(s) of one (1), three (3) or six (6) months selected
by the Borrower or such other  period(s)  as may be agreed  between the Borrower
and the Lender;

"Investment"  means, when used in connection with any person,  any investment by
or of that  person,  whether  by  means of  purchase  or  other  acquisition  of
securities  of  any  other  person  or  by  means  of  loan,  advance,   capital
contribution,  guaranty or other debt or equity  participation  or interest,  or
otherwise,  in any other  person,  including any  partnership  and joint venture
interests of such person in any other person. The amount of any Investment shall
be the origin of principal or equity  thereon (and without  adjustment by reason
of the  financial  condition  of such other  person)  and shall,  if made by the
transfer or exchange of property other than cash, be deemed to have been made in
an original  principal or capital  amount equal to the fair market value of such
property;

"Joint Venture" means a corporation, partnership, joint venture or other similar
legal  arrangement  (whether created pursuant to contract or conducted through a
separate  legal  entity) now or  hereafter  formed by the Borrower or any of its
Subsidiaries  with  another  person  in order to  conduct  a common  venture  or
enterprise with such person;  provided,  however, that "Joint Venture" shall not
include any Growth Fund or similar syndicated  investment funds sponsored by the
Borrower;

"Lease(s)"  means  each and  every  item of  chattel  paper,  installment  sales
agreement,  equipment  lease or rental  agreement  (including  progress  payment
authorizations)  relating to an item of  Equipment  of which the Borrower or the
Leasing  Agent is the lessor;  the term "Lease"  includes (a) all payments to be
made  thereunder,  (b) all rights of the Borrower or the Leasing Agent  therein,
and (c) any and all  amendments,  renewals,  extensions or  guaranties  thereof;

"Leasing Agent" PLM Rental, Inc., a corporation organized and existing under the
laws of the State of Delaware and a wholly owned Subsidiary of the Borrower;

"Lease  Rate(s)"  in  relation  to any Unit,  the amount per day  payable by the
related Lessee to the Borrower or the Leasing Agent pursuant to the terms of the
related Lease;

"Lessee(s)"  any  person  who  is a  party  to a  Lease  as  the  lessee  or the
equivalent.

"LIBOR" the rate per annum for the applicable  Interest Period (rounded  upwards
to the  nearest  one eighth of one  percent  (1/8%) if  necessary)  at which the
Lender is offered  deposits in United  States  Dollars in an amount equal to the
applicable portion of the Outstanding Principal Balance at the beginning of that
Interest Period by prime banks in the London  Interbank Market at or about 11:00
a.m. London time on the Quotation Date; If no such offering of depos the Lender,
then LIBOR shall be the rate per annum which the Lender  shall  determine  to be
the  arithmetic  mean (rounded off as aforesaid) of the offered  quotations  for
such  deposits  which  leading banks in New York City selected by the Lender are
quoting  in the New York  Interbank  Market on the  Quotation  Date (or,  if the
Quotation  Date is not a New York Business Day on the next  succeeding  New York
Business Day) to leading European banks;

"Margin"  the rate per  annum of one and one  half of one  percent  (11/2%)  per
annum;

"Material  Adverse Change" means as to any person,  any set of  circumstances or
events  which  (a) has or could  reasonably  be  expected  to have any  material
adverse change whatsoever upon the validity or enforceability of this Agreement,
the Promissory Note, or any of the Security  Documents to which such person is a
party,  (b) is or could reasonably be expected to be material and adverse to the
condition  (financial or otherwise) or business  operations of such person,  (c)
materiall  impair the ability of such person to perform  its  Obligations  under
this Agreement,  the Promissory Note, or any of the Security  Documents to which
it is a party,  or (d)  materially  impairs or could  reasonably  be expected to
materially impair the ability of the Lender to enforce any of its legal remedies
pursuant  to  this  Agreement,  the  Promissory  Note  or any  of  the  Security
Documents;

"Maximum  Age" the maximum  age of any  refrigerated  trailer  shall be ten (10)
years and the  maximum  age of any dry van  trailer  shall be twelve (12) years;

"Maximum  Available  Amount" the  maximum  amount of the  Facility  which may be
outstanding at any time and made available to the Borrower pursuant to Section 4
hereof;

"Net Book Value" the book value of the Equipment,  calculated in accordance with
GAAP and determined using (a) for refrigerated trailers, a 10-year straight line
depreciation  period  and (b) for dry van  trailers,  a  12-year  straight  line
depreciation  period,  in each case assuming a 20% salvage value;

"Non  Recourse  Debt"  means  Debt with  respect  to which the  Borrower  or any
Restricted  Subsidiary has or will have under any circumstances (except fraud in
the making),  no personal  liability or  obligation  and has granted no security
lien on its  property;

"Non  Recourse  Secured  Debt" means Debt with  respect to which (i) neither the
Borrower nor any  Subsidiary  has or will have under any  circumstances  (except
fraud in the making),  any personal or recourse  liability  for the repayment of
such Debt (either  directly as the primary obligor or indirectly as a guarantor)
and (b) the proceeds of such Debt are used to pay the acquisition  price for the
Existing  Equipment  Assets and the  repayment  thereof is secured by a security
lien on the E such of the Existing Equipment Assets;

"Note  Agreements"  that certain Note  Agreement  dated as of June 30, 1994 (the
"Note  Agreement  1994"),  together with that certain Note Agreement dated as of
June 28, 1996 (the "Note Agreement 1996"), in each case entered into between the
Borrower,  et alia, and the Lenders specified  respectively  therein, as amended
from time to time;

"Notice of Assignment of Earnings  Account" that certain notice of assignment of
the  Earnings  Account  dated  on or  about  the date  hereof,  executed  by the
Borrower,  substantially in the form of Exhibit C hereto;

"Notice of Assignment  of  Insurances"  that certain  notice(s) of assignment of
insurances  executed by the Borrower or the Leasing Agent,  substantially in the
form of Exhibit B to the Security  Agreement.

"Notice of  Assignment  of Lease" that certain  notice(s) of assignment of lease
executed  by the  Borrower or the Leasing  Agent,  substantially  in the form of
Exhibit C to the Security Agreement.

"Obligations" means all loans, advances, debts, liabilities and obligations, for
monetary  amounts owing by the Borrower to the Lender,  whether due or to become
due,   matured  or  unmatured,   liquidated  or   unliquidated,   contingent  or
non-contingent, and all covenants and duties regarding such amounts, of any kind
or nature, present or future, whether or not evidenced by any note, agreement or
other instruments,  arising under this Agreement,  the Promissory Note or any of
the Security Documents; this term incluces,  without limitation,  all principal,
interest  (including  interest that accrues after the commencement by or against
the Borrower of any action under the Bankruptcy Code), fees, including,  without
limitation, any and all arrangement fees, loan fees, commitment fees, agent fees
and any and all other fees,  expenses,  costs or other sums (including  attorney
costs)  chargeable to the Borrower under any of this  Agreement,  the Promissory
Note or any of the Security Documents;

"Operating  Expenses"  means  all  expenses  (on an  accrual  basis)  and  costs
reasonably  incurred in connection with the ownership,  use and/or management of
the Equipment including,  without limitation,  maintenance,  repairs, marking of
the Equipment, storage costs and expenses,  accounting fees, legal fees incurred
in connection with enforcing rights under the Leases,  insurance and ad valorem,
gross  receipts and other property taxes which are levied against the Equipment;

"Outstanding  Principal  Balance"  means the aggregate  principal  amount of the
Advances, outstanding from time to time hereunder and under the Promissory Note;

"Plan" any employee benefit plan covered by Title IV of ERISA;

"Promissory  Note"  that  certain  promissory  note  dated on or about  the date
hereof, executed by the Borrower, evidencing the Facility,  substantially in the
form of Exhibit A hereto and any amendments or supplements  thereto  approved in
writing by the Lender;

"Purchase Agreements" the purchase agreements,  to be reasonably satisfactory in
form and substance to the Lender, entered into or to be entered into between the
Borrower, or an affiliate of either thereof and such manufacturer  acceptable to
the  Lender,  pertaining  to the  Equipment,  together  with any  amendments  or
supplements  thereto;

"Purchase  Price" the total amount paid in cash by the Borrower for the purchase
of each Unit;

"Quotation  Date" in relation to any Interest  Period,  (i) the day which is two
(2)  Business  Days  prior to the  first  day of such  Interest  Period  or,  if
different,  the day on which  quotations would ordinarily be given in the London
Interbank  Eurocurrency  Market for deposits in United States  Dollars or in New
York City, if quotations in London cannot be obtained, for delivery on the first
day of that period or (ii) if on such date the banks in London or New York City,
as business, the last preceding day on which banks in London or New York, as the
case may be, are open for international business;

"Repayment  Amount" each amount which, in accordance with the provisions hereof,
falls due for repayment on each Repayment Date;

"Repayment  Date(s)" the Initial  Repayment  Date; and  thereafter,  each of the
dates which fall  respectively  at three (3) month  intervals  commencing on the
date  three  months  after the  Initial  Repayment  Date and ending on the Final
Repayment  Date,  or, in the event  such date is not a  Business  Day,  the next
following  Business Day shall be considered as being the Repayment Date,  unless
such next following Business Day falls in the next calendar month, in which case
the last preceding Business Day shall be considered as being the Repayment Date;

"Repayment  Period" the period commencing on the Conversion Date and terminating
on the Final Repayment Date,  unless the Facility is repaid earlier  pursuant to
the terms hereof;

"Restricted Cash" means cash or Cash Equivalents maintained in a segregated cash
collateral  account over which the Borrower has no dominion or control and which
is solely  for the  repayment  of  Indebtedness  for  borrowed  money,  provided
however,  "Restricted  Cash"  shall not include  cash held (i) by Bankers  Trust
Company,  as collateral  agent,  pursuant to the Note Agreement 1994, or (ii) by
Sun America  Life  Insurance  Company,  as  collateral  agent  pursuant the Note
Agreement 1996;

"Security  Agreement"  the security  agreement in respect of the Equipment to be
executed  and  delivered  by the  Borrower  and the Leasing  Agent to the Lender
(together  with all  Supplements  (as defined  therein and required  thereunder)
pursuant to which the Borrower shall grant the Lender a first priority  security
interest in the Equipment,  an assignment of the Leases and an assignment of the
insurances of the Equipment substantially in the form attached hereto as Exhibit
B, and any amendments or supplements thereto;

"Security Documents" the Security Agreement,  the Consent and Agreement, and any
amendments or supplements thereto or any other documents executed in relation to
the Borrower's  obligations  under this Agreement or the Security  Documents and
"Security Document" means any of them;

"Short-Term Warehouse Debt" shall mean the Indebtedness for borrowed money under
the warehousing credit agreement dated June 30, 1993 among TEC Acquisub, Inc., a
wholly-owned  Subsidiary of the Borrower, the named Lenders thereunder and First
Union  National  Bank of North  Carolina,  as agent  (the  "Existing  Short-Term
Warehouse  Debt")  and any  amendments  thereto  or  refinancings  thereof up to
$30,000,000  for  all  such  Debt,  in  the  aggregate,   which   amendments  or
refinancings  (i) shall be  substantially  similar to the terms of the  Existing
Short-Term  Warehouse  Debt and (ii) shall not contain any terms more onerous to
the  Guarantor,  the Bankers Trust Company,  as collateral  agent under the Note
Agreement 1994 or the  noteholders  under the Note Agreement 1994 than under the
existing Short-Term Warehouse Debt;

"State of  Registration"  the relevant  State of the United  States in which the
Borrower's title to, and ownership of, a Unit is maintained;

"Subsidiary"  means,  with respect to any Person,  any corporation,  associated,
partnership  (other than the Growth Funds) or other business entity (i) of which
an aggregate of more than fifty percent (50%) of the outstanding  stock or other
voting  interest  having  ordinary  voting  power  to  elect a  majority  of the
directors,  managers or trustees of such Person (irrespective of whether, at the
time,  Stock or other voting  interest of any other class or classes of such Per
the happening of any contingency) is at the time, directly or indirectly,  owned
legally  or  beneficially  by such  Person or one or more  Subsidiaries  of such
Person or (ii) that is otherwise  consolidated  with the Borrower in  accordance
with GAAP;

"Unit" each individual  trailer or other item of moveable  equipment  comprising
the Equipment;

"United States Dollars",  "US$" and "$" the lawful currency of the United States
of America; and

"Unrestricted  Subsidiary"  shall mean any Subsidiary  formed or acquired by the
Borrower as of June 30, 1994 and  designated  as such by the Borrower in writing
to Bankers Trust Company, as collateral agent under the Note Agreement 1994, and
the holders of the then outstanding  notes under the Note Agreement 1994 and all
the  capital  stock of which has been  pledged  to  Bankers  Trust  Company,  as
collateral  agent  under the Note  Agreement  1994,  free and clear of all liens
except applicable securities law.

1.2 Any  reference  herein to the  following  words and  phrases  shall have the
respective meaning herein specified:

     (a) an  "encumbrance"  shall be  construed  as a  reference  to a mortgage,
     charge,  pledge,  lien, security interest or other encumbrance securing any
     obligation in favor of any person;

     (b) a "month" is a reference to a period  starting on one day in a calendar
     month  and   ending  the  day   immediately   preceding   the   numerically
     corresponding  day in the next calendar  month (and  references to "months"
     shall be construed  accordingly);

     (c) "person" shall include references to an individual,  firm,  corporation
     or association; and

     (d) "tax" shall be construed so as to include any tax, levy,  impost,  duty
     or other charge of a similar  nature  excluding any net income taxes of the
     Lender.

1.3 The  winding-up or dissolution of a company shall be construed so as to
include  any  equivalent  or  analogous   proceedings   under  the  law  of  the
jurisdiction in which such company is incorporated or any  jurisdiction in which
it carries on business.

1.4 Words and  definitions  importing  the plural shall include the singular and
vice versa; words importing persons shall include companies, firms, corporations
and their  respective  successors  and  assigns.

1.5 All accounting terms not  specifically  defined herein shall be construed in
accordance with GAAP.

2.  REPRESENTATIONS  AND WARRANTIES

2.1 In order to induce the Lender to enter into this  Agreement  and to make the
Facility available, each of the Borrower and by its execution of the consent and
agreement  provided  below,  the Leasing  Agent  represents  and warrants to the
Lender that:

     (a) the Borrower is a corporation  duly  incorporated  and validly existing
     under  the  laws of the  State  of  Delaware  and the  Leasing  Agent  is a
     corporation  duly  incorporated  and validly existing under the laws of the
     State of Delaware;

     (b) each of the Borrower and the Leasing Agent has the
     corporate  power to enter into and perform this  Agreement,  the Promissory
     Note,  and  each  of the  Security  Documents,  insofar  as each is a party
     thereto and each of this  Agreement,  the Promissory  Note and the Security
     Documents  when executed and delivered  will  constitute,  legally  binding
     obligations of each of the Borrower and the Leasing Agent,  insofar as each
     is a party thereto and,  insofar as aforesaid are enforceable in accordance
     with their respective terms;

     (c) each of the  Borrower  and the  Leasing  Agent has taken all  necessary
     corporate or other action  required to authorize the execution and delivery
     of,  and  the  performance  of,  its  respective   Obligations  under  this
     Agreement,  the Promissory Note and each of the Security  Documents insofar
     as each is a party thereto;

     (d)  it  is  not  necessary  to  ensure  (i)  the  legality,   validity  or
     enforceability  of  this  Agreement,  the  Promissory  Note  or  any of the
     Security  Documents  that any of them be  filed,  recorded,  registered  or
     enrolled with any  governmental,  state or local authority or agency (other
     than (x) such Uniform  Commercial  Code filings as the Lender shall require
     to be submitted for filing to the relevant state and local  authorities and
     (y) the registration of each Unit with the relevant  authority in the State
     of  Registration,  in the name of the  Borrower  and duly  noting the first
     priority  security  interest of the Lender)  or, that this  Agreement,  the
     Promissory  Note or any  Security  Document  be  stamped  with any stamp or
     similar  transaction  tax or (ii) the  admissibility  in  evidence  of this
     Agreement,  the  Promissory  Note or any of the  Security  Documents in the
     courts  of the State of New York or the  State of  California,  that any of
     them be filed,  recorded,  registered  or enrolled  with any  governmental,
     state or local authority or agency (other than usual and customary  filings
     and  submissions  in the courts of such  jurisdictions);

     (e) all consents, licenses, approvals or authorizations of, or declarations
     to, governmental  authorities and agencies required to make this Agreement,
     the Promissory Note and each of the Security  Documents valid,  enforceable
     or  admissible  in  evidence  in the  State of New  York  and the  State of
     California  or  required  to enable  each of the  Borrower  and the Leasing
     Agent, as the case may be, to perform its  Obligations  hereunder and under
     the Promissory  Note and each of the Security  Documents,  to which it is a
     party,  either have been  obtained or made and are in full force and effect
     or, at the time of the drawdown of each Advance, will have been obtained or
     made and will be in full force and effect;

     (f) the execution and delivery of this  Agreement,  the Promissory Note and
     each of the Security  Documents to which it is a party and the  performance
     of its obligations  under each thereof according to its respective terms do
     not violate (i) the Certificate of  Incorporation or By-laws (or equivalent
     constitutional documents) of either the Borrower or the Leasing Agent, (ii)
     any law,  regulation,  order or decree applicable to either the Borrower or
     the Leasing Agent or (iii) any mortgage, deed or agreement which is binding
     upon either the Borrower or the Leasing Agent or any of their assets;

     (g) neither the Borrower  nor the Leasing  Agent is in breach of or default
     under any mortgage,  deed or agreement  which is binding on it or on any of
     its assets  (except  for those  defaults  which have been made known to the
     Lender and have been waived in writing by the  Lender);

     (h) the  execution  and delivery by the  Borrower and the Leasing  Agent of
     this Agreement,  the Promissory Note and the Security  Documents insofar as
     each is a party  thereto have been duly  consented to by the holders of the
     Notes pursuant to the Note Agreements;

     (i) the  covenants  set forth in  Subsections  11.1 (g), (h), (i) and (j)of
     this Agreement are identical in all material  respects to the corresponding
     financial covenants set forth in the Note Agreements;

     (j) no  litigation or  administrative  proceeding of or before any court or
     governmental  authority or agency is pending or, to the knowledge of either
     the Borrower or the Leasing Agent , threatened the result of which would or
     would be likely to have a material  adverse effect on the business,  assets
     or financial condition of either the Borrower or the Leasing Agent;

     (k) no steps have been taken by either the Borrower or by the Leasing Agent
     or by their respective  shareholders or any court or government agency, nor
     have any legal  proceedings  been started or, to the best of the  knowledge
     and belief of either the Borrower or the Leasing Agent,  threatened for the
     dissolution,  bankruptcy,  winding-up, liquidation or reorganization of the
     Borrower or the Leasing Agent or for the appointment of a receiver, trustee
     or similar officer of them or their undertaking, or assets;

     (l) the Borrower is or will be the sole, lawful and registered owner of the
     Equipment,  lawfully  possessed  of  the  same  free  from  all  liens  and
     encumbrances  whatsoever,  except for the first priority lien of the Lender
     pursuant  to the  Security  Agreement  and except for liens  arising in the
     ordinary  course of business  and by  operation  of law in respect of Debts
     which are not yet due and payable or, if they are so due and  payable,  are
     being contested in good faith and by appropriate  proceedings and for which
     adequate reserves are maintained;

     (m) neither the Borrower nor the Leasing Agent will be required to make any
     deduction or withholding from any payment it may make under this Agreement,
     the  Promissory  Note or any of the  Security  Documents  to  which it is a
     party;

     (n) each of the Borrower and the Leasing  Agent  maintains  its  registered
     office,  principal place of business,  chief  executive  office at, and the
     place  where   substantially   all  records   respecting  the  transactions
     contemplated  hereby are kept is, One Market  Steuart  Street Tower,  Suite
     800, San Francisco, California 94105. The Borrower will promptly notify the
     Lender in  writing  of any  change in the  location  of its or the  Leasing
     Agent's registered office or chief executive office or the establishment of
     any new place of business in the United States of America;

     (o) the Leasing Agent is a direct wholly-owned subsidiary of the Borrower;

     (p)  all  historical  financial  statements,  information  and  other  data
     furnished by the Borrower to the Lender are complete and correct,  and such
     financial  statements  have  been  prepared  in  accordance  with  GAAP and
     accurately and fairly present the financial condition of the Borrower as of
     the respective dates thereof and the results of the operations  thereof for
     the  period or  respective  period  covered by such  financial  statements,
     subject,  insofar as all interim  financial  statements are  concerned,  to
     changes resulting from audits and year end adjustments;  since such date or
     dates there has been no Material Adverse Change in the financial  condition
     or  results  of the  operations  of the  Borrower  and it does not have any
     contingent   obligations,   liabilities  for  taxes  or  other  outstanding
     financial  obligations  which  are  material  in the  aggregate  except  as
     disclosed in such statements, information and data; and

     (q) the execution and delivery any of this  Agreement,  the Promissory Note
     and each of the Security Documents and the consummation of the transactions
     hereunder and thereunder will not involve any prohibited transaction within
     the meaning of ERISA or Section 4975 of the Code.  No  condition  exists or
     event or transaction has occurred in connection with any Plan maintained or
     contributed  to by the Borrower or any ERISA  Affiliate  resulting from the
     failure of any  thereof  to comply  with  ERISA  insofar  as ERISA  applies
     thereto which is  reasonably  likely to result in the Borrower or any ERISA
     Affiliate incurring any liability, fine or penalty which individually or in
     the aggregate would have a material adverse effect on the Borrower.

3.       CONDITIONS PRECEDENT

3.1 The Lender shall not be obliged to make the first  Advance  available to the
Borrower  hereunder  until  (x) the  Arrangement  Fee  has  been  paid,  (y) the
Commitment Fee payable up to the date of the relevant  Advance has been paid and
(z) each of the following documents has been delivered to the Lender in form and
substance acceptable to it and Counsel to the Lender:


     (a) a copy  certified as true and complete by the  Secretary of each of the
     Borrower  and  the  Leasing  Agent  of  its   respective   Certificate   of
     Incorporation and By-laws (or equivalent constitutional documents);

     (b) copies  certified as true and complete by the Secretary of the Borrower
     of such Purchase Agreements, invoices, inspection certificates,  acceptance
     certificates  and/or  Certificates of Title as shall be satisfactory to the
     Lender to establish the existence of the Equipment and its ownership by the
     Borrower and the duly executed  Purchase  Agreements which are in existence
     as of the date of this Agreement;

     (c)  information  satisfactory  to the Lender  pertaining to any subleases,
     master lease agreements and any depot agreements in any way relating to the
     Equipment which are in existence as of the date of this Agreement;

     (d) board  resolutions  certified as true and complete by the  Secretary of
     the Borrower,  approving this Agreement,  the Promissory  Note, each of the
     Security  Documents and any other documents whose execution is contemplated
     hereby  and  the  transactions  contemplated  hereby  and  authorizing  the
     execution  thereof by a director of the  Borrower  or any other  authorized
     person, as the case may be;

     (e) board  resolutions  certified as true and complete by the  Secretary of
     the Leasing Agent,  approving this  Agreement,  the Security  Agreement and
     authorizing  the  execution  thereof by an officer of the Leasing Agent any
     other authorized person, as the case may be;

     (f) copies of all  governmental or other  consents,  if any, as may, in the
     opinion  of  Counsel to the  Lender,  be  required  for the  execution  and
     performance of this  Agreement,  the Promissory Note or any of the Security
     Documents and the transactions contemplated hereby and thereby;

     (g) the Promissory Note duly executed by the Borrower;


     (h) the Security  Agreement  duly  executed by the Borrower and the Leasing
     Agent,  together with a Supplement (as defined in and required  pursuant to
     the terms of the Security Agreement)  identifying the particular  Equipment
     in respect of which the particular Advance is being made;

     (i) the Notice(s) of Assignment  of Lease (if  appropriate,  in blank) duly
     executed  by the  Borrower or the Leasing  Agent  pursuant to the  Security
     Agreement (and if appropriate, executed acknowledgments thereto);

     (j) the Notice(s) of
     Assignment of Insurances duly executed by the Borrower or the Leasing Agent
     pursuant to the Security  Agreement and executed  acknowledgments  thereto;

     (k) the Notice of Assignment  of the Earnings  Account duly executed by the
     Borrower pursuant to this Agreement.

     (l) the Consent and Agreement duly executed by the Depositary;

     (m) Legal opinions from (i) Counsel to the Lender, (ii) U.S. counsel to the
     Borrower and the Leasing Agent,  and (iii) such other legal opinions as the
     Lender reasonably shall require, including legal opinions in respect of the
     enforceability  of this  Agreement,  the  Promissory  Note  and each of the
     Security Documents, the security interested created by each of the Security
     Documents,  the matters set forth in Section 2 hereof, the authorization by
     the relevant noteholders,  pursuant to the terms of the Note Agreements, of
     the entry in to this  Agreement by the Borrower and the Leasing  Agent , if
     appropriate,  due authorization and execution of the Leases by the Lessees,
     the enforceability of the obligations of the Lessees  thereunder,  and such
     other matters as the Lender may require, all of which are acceptable to the
     Lender in form and content;

     (n) such Uniform Commercial Code Financing Statements or other applicable
     documents or  instruments  required to be filed in the State of California,
     the State of  Delaware  or any other  State with  respect  to the  Security
     Documents;

     (o) such evidence as the Lender may require that the Equipment
     to which the Advance relates will be:

          (i) in type,  form and condition as is  acceptable to the Lender,  and
          manufactured  by, or to be manufactured by such  manufacturers  as are
          acceptable to the Lender;

          (ii)  delivered by the seller  pursuant to the terms and conditions of
          the applicable Purchase Agreement;

          (iii) in the sole ownership of the Borrower and registered in the name
          of the Borrower in one of the States of California,  Maine, New Jersey
          or such other State to which the Lender consents,  such consent not to
          be  unreasonably  withheld  (such  evidence  to include  the  relevant
          Certificate of Title);

          (iv) free and clear of all liens and  encumbrances  except in favor of
          the Lender;

          (v) conspicuously identified by the Borrower's identification numbers;

          (vi)  subject to a duly  perfected  security  interest in favor of the
          Lender pursuant to the Security  Agreement,  such evidence to include,
          but is not limited to, duly endorsed  Certificates of Title,  executed
          applications  for new  Certificates of Title and  appropriate  Uniform
          Commercial Code financing statements; and

          (vii)  insured in  accordance  with this  Agreement  and the  Security
          Documents; (p) the presented financial statements of the Borrower have
          been  reviewed  and  approved by the Lender;  and (q) a good  standing
          certificate  of each of the  Borrower  and the  Leasing  Agent  or the
          equivalent thereof issued by the appropriate  governmental authorities
          of the Borrower's and Leasing Agent's jurisdiction of incorporation.

3.2 The  Lender  shall not be  obliged  to make any  Advance  subsequent  to the
initial Advance available to the Borrower hereunder until (a) the Commitment Fee
payable up to the date of the  relevant  Advance  has been paid,  (b) the Lender
shall have received  evidence to its  satisfaction  that no Default has occurred
and is continuing and there has been no Material Adverse Change in the financial
condition of the Borrower  (subject  always to compliance with the provisions of
Subsections (g), (h), (i) and (j) of Subsection 11.1) since the date of the next
preceding  Advance,  (c) the Borrower  shall have  executed and delivered to the
Lender a  Supplement  (as defined in and  required  pursuant to the terms of the
Security  Agreement)  to  the  Security  Agreement  identifying  the  particular
Equipment  in  respect of which the  relevant  Advance is being made and (d) the
Lender has received (x) such certifications and/or other documents, satisfactory
to it, that confirm the then  current  effectiveness  of the relevant  items set
forth  in  Subsection  3.1 of this  Section  3;  and/or  (y)  such  supplements,
additional filings, applications,  registrations and other documents, reasonably
required by it,  relating to the  Equipment  being  financed by such Advance and
evidencing  adherence of such Equipment to the relevant  conditions set forth in
Subsection 3.1 including, but not limited to the requirements of 3.1(o); and (z)
such legal opinions as the Lender may require.

3.3 The Borrower agrees to provide the Lender, within ninety (90) days from draw
down of each Advance,  newly issued  Certificates of Title for each related Unit
of the Equipment  indicating  the first priority lien of the Lender and no other
liens together with such legal opinions with respect thereto as the Lender shall
require.

3.4 If the Lender makes the Facility or any Advance thereunder  available to the
Borrower  notwithstanding the failure of the Borrower to procure the fulfillment
of any of the  terms  of  Sections  3.1,  3.2 or 3.2  prior to  drawdown  of any
Advance,  the  Borrower  will  within  seven (7) days  after the  making of such
Advance  procure  the  fulfillment  of all  such  relevant  conditions,  without
prejudice to the ability of the Lender  thereafter  to exercise any of its other
rights hereunder or under any of the Security  Documents and declare an Event of
Default hereunder.

4.   THE FACILITY

4.1  The  Facility  shall  be  made  available  for the  exclusive  purposes  of
part-financing the purchase of the Equipment.  The Lender hereby agrees with the
Borrower, upon the terms and subject to the conditions hereof, that the Facility
shall initially be made available to the Borrower on a revolving credit basis up
to and including the Business Day preceding the Conversion Date.  Subject to the
terms and conditions of this  Agreement,  during the  Availability  Period,  the
Lender shall make the Maximum  Available Amount  available to the Borrower.

4.2
Subject  to the terms and  conditions  of this  Agreement,  during  Availability
Period,  the  Borrower  may elect,  and in its sole  discretion,  the Lender may
agree,  to  extend  the  term  of the  Availability  Period  for  an  Additional
Availability  Period.  If the  Borrower  elects  to so  extend  the  term of the
Availability Period, the Borrower shall provide the Lender with a sixty (60) day
prior  irrevocable  written  request,  delivered  not later than the day falling
sixty (60) days prior to the applicable  anniversary hereof. Upon receipt of any
of the foregoing request, the Lender shall inform the Borrower in writing within
thirty (30) days of the Lender's decision (in its sole discretion) whether to so
extend the Availability Period.  Except as specifically  provided for in Section
13.5,  each  provision of this  Agreement  which is  applicable  to or in effect
during  the  Availability  Period,  will  also be  applicable  to and in  effect
throughout any Additional  Availability Period.  Anything herein to the contrary
notwithstanding,  the Availability Period may be extended by not more than three
(3)  Additional  Availability  Periods.

4.3 The Lender  shall make the Advances  available on the Drawdown  Dates during
the Availability Period. Each Advance under the Facility shall be in the minimum
amount of One Hundred Thousand United States Dollars (US$100,000). The aggregate
principal  amount of the Advances  outstanding  at any time shall not exceed the
lesser of (a) the Maximum Available Amount or (b) the Asset Base.

4.4 The  Borrower  may draw down an  Advance  on any  Business  Day  during  the
Availability Period.

4.5 If at any time it is  unlawful  or  otherwise  impossible  for the Lender to
make, fund or allow to remain outstanding the Facility or any Advance hereunder,
the Lender shall not  thereafter  be obliged to hold the Facility  available for
drawdown and the amount of the Facility  shall be reduced to zero.

5.  DRAWDOWN

5.1 The Borrower  shall give the Lender,  not less than three (3) Business  Days
prior to each drawdown, written notice of its intention to draw an Advance, such
notice to be in a form and to contain payment  instructions which are acceptable
to the Lender and to be accompanied by an Asset Base Certificate  calculated for
the Drawdown  Date and as though the proposed  Advance had been  drawndown.

5.2 Such notice shall (i) state the date, which must be a Business Day, on which
an  Advance is to be drawn,  (ii)  state the amount of the  Advance to be drawn,
(iii) specify the initial Interest Period for such Advance, (iv) be irrevocable,
and (v) constitute a representation and warranty that as at the date thereof the
representations  and warranties set out in Section 2 hereof are true and that no
Default or Event of Default has occurred and is continuing.

5.3 In the event that,  on any date,  specified  for the making of an Advance in
any Drawdown  Notice,  the Lenders shall not be required under this Agreement to
make such Advance  available under this Agreement,  the Borrower shall indemnify
and hold the Lender  fully  harmless  against any losses which the Lender or any
thereof may sustain as a result of borrowing or agreeing to borrow funds to meet
the  drawdown  requirement  of the Borrower  and the  certificate  of the Lender
shall,  absent  manifest  error, be conclusive and binding on the Borrower as to
the extent of any such losses.

6. PAYMENTS

6.1 The Borrower shall be obliged to make all payments of principal, interest or
otherwise in respect of its Obligations  hereunder or any part thereof in freely
available  funds in United States Dollars at the time when the relevant  payment
falls due.

6.2 All  risks,  liabilities,  costs and  expenses  or  otherwise  howsoever  or
whensoever  incurred in connection  with or in pursuance of any payment shall be
for the  account of the  Borrower  and any monies  which may become due from the
Borrower  to the  Lender  from time to time  hereunder  shall be  payable to the
Lender on demand  and all such  amounts  shall be deemed to be  included  in the
Obligations hereunder and secured by the Security Documents.

7. INTEREST,  RATE AND DEFAULT RATE

7.1 During  the  Facility  Period,  each  Advance  shall  bear  interest  at the
Applicable  Rate  which  shall  be the  rate  per  annum  which  is equal to the
aggregate  of (a)  LIBOR  for the  applicable  Interest  Period  (determined  in
accordance with Subsection 7.3) plus (b) the Margin.  Any principal payment with
respect to the  Facility  not paid when due,  whether on a Repayment  Date or by
acceleration,  shall bear interest thereafter at a rate per annum of two percent
(2.0%) over the  Applicable  Rate in effect with  respect to such payment at the
time of such default (the "Default Rate").

7.2 LIBOR shall be determined by the Lender on the Quotation  Date falling prior
to the first day of the relevant  Interest  Period (as  certified by the Lender,
which certification  shall, absent any manifest error, be conclusive and binding
on the  Borrower).  The Borrower  shall be promptly  notified in writing of such
determination of the Applicable Rate. Absent manifest error, such  determination
shall be conclusive and binding upon the Borrower.

7.3 For
purposes of funding any Advance, the Borrower may select Interest Periods of one
(1),  three (3) or six (6) months (or for such other  periods as the Lender may,
in its sole  discretion  agree),  provided,  however,  that (a) at all times the
Borrower  must select an Interest  Period for a portion of each  Advance so that
sufficient  deposits  shall mature on each  Payment Date to cover the  principal
installments due on such dates and (b) no more than two (2) Interest Periods may
be running  simultaneously.  No  Interest  Period  may  extend  beyond the Final
Payment Date. The Borrower shall give the Lender an Interest  Notice  specifying
the Interest Period selected at least three (3) Banking Days prior to the end of
any then existing  Interest Period.  If at the end of any then existing Interest
Period the Borrower  fails to give an Interest  Notice,  the  relevant  Interest
Period  shall be three (3) months.  The  Borrower's  right to select an Interest
Period  shall be subject to the  restriction  that no  selection  of an Interest
Period shall be  effective  unless the Lender is  satisfied  that the  necessary
funds  will be  available  to the  Lender  for such  period and that no Event of
Default or event  which,  with the  giving of notice or lapse of time,  or both,
would constitute an Event of Default shall have occurred and be continuing.

7.4 The Borrower  agrees to pay interest on each Advance on the last day of each
Interest Period and on the Repayment Date applicable to such Advance and at such
other  times as  interest  is  required  to be paid by  Lender  on the  deposits
acquired thereby to fund the relevant Advance, or any portion thereof; and

7.5 If interest would,  under Subsection 7.4, be payable on a day which is not a
Banking Day, it shall then be payable on the next following  Banking Day, unless
such next  following  Banking Day falls in the following  month in which case it
shall be payable on the Banking Day immediately  preceding the day on which such
interest would otherwise be payable.

7.6 All interest  shall accrue and be  calculated  on the actual  number of days
elapsed  and  on  the  basis  of a  three  hundred  sixty  (360)  day  year.

8. PREPAYMENT/REPAYMENT/TERMINATION

8.1 During the Availability  Period,  the Borrower may prepay any Advance on any
Business  Day,  in whole or in part,  without  penalty or premium (in Dollars in
freely  available  same-day  funds equal to or  exceeding  One Hundred  Thousand
Dollars ($100,000)),  by giving the Lender not less than three (3) Business Days
prior written  notice (which notice shall be  irrevocable  and shall specify the
date and amount of prepayment).  During the Availability Period the Borrower may
from time to time borrow and reborrow  Advances pursuant to Section 4 and repay,
on the last day of an Interest Period applicable  thereto,  Advances pursuant to
this Section 8.

8.2 The Borrower may  terminate  the  Facility in whole,  but not in part,  on a
Business  Day falling  prior to the  Conversion  Date by giving the Lender sixty
(60) days irrevocable prior written notice of such  termination;  such notice to
specify the effective  date of  termination,  which date may not fall later than
the Business Day immediately  preceding the Conversion  Date. If the Facility is
so  terminated  by the  Borrower,  the  Borrower  agrees to pay to the  Lender a
termination fee of One Hundred Fifty Thousand United States Dollars (US$150,000)
on the effective date of termination.

8.3 If on the Conversion Date the Outstanding Principal Balance is equal to less
than sixty six percent  (66%) of the Maximum  Available  Amount of the Facility,
the  Borrower  shall pay a  supplemental  fee to the Lender equal to one percent
(1%) of the  difference  between (i) the Maximum  Available  Amount and (ii) the
Outstanding  Principal Balance on the Conversion Date, however,  the Lender may,
in its sole discretion elect to waive such requirement, any such waiver to be in
writing.

8.4 If at any time during the  Availability  Period and on the Conversion  Date,
the  Outstanding  Principal  Balance of the  Facility  exceeds the Asset Base as
evidenced by the Asset Base  Certificate  most recently  received by the Lender,
the Borrower shall  immediately  prepay a portion of the  Outstanding  Principal
Balance in an amount  equal to such  excess.  Any  mandatory  prepayment  of the
Outstanding  Principal  Balance made  pursuant to this  Subsection  8.4 shall be
accompanied by all amounts equal to accrued and unpaid fees and interest payable
to the Lender under this Agreement,  and shall be applied: first, to accrued and
unpaid fees;  second,  to accrued and unpaid interest;  and third, to the unpaid
Outstanding Principal Balance of the Facility.

8.5 The  Borrower  shall repay the  Facility  in  twenty-four  (24)  consecutive
installments on the Repayment  Dates.  The principle  amount of each installment
shall be equal to two percent (2%) of the Purchase Price of the Equipment  owned
by the Borrower as of the Conversion  Date. In addition,  on the Final Repayment
Date,  the  Borrower  shall  repay to the Lender the  twenty-fourth  installment
together  with (a) a balloon  payment  equal to the then  Outstanding  Principal
Balance and (b) such other  amounts  necessary to repay in full all  Obligations
under this Agreement, the Promissory Note and the Security Documents.

8.6 If the Borrower  prepays any amounts of the  Outstanding  Principal  Balance
either  voluntarily or pursuant to Section 9.7 during the Repayment Period,  the
Borrower shall pay a prepayment penalty as follows:

          (a) If the  Facility  is prepaid in whole or in part  during the first
          year of the  Repayment  Period,  one percent  (1%) of the  Outstanding
          Principal Balance which has been prepaid;

          (b) If the  Facility  is prepaid in whole or in part during the second
          year of the Repayment Period,  three quarters of one percent (.75%) of
          the Outstanding Principal Balance which has been prepaid;

          (c) If the  Facility  is prepaid in whole or in part  during the third
          year of the  Repayment  Period,  one half of one percent  (.5%) of the
          Outstanding Principal Balance which has been prepaid; and

          (d) If the  Facility  is prepaid in whole or in part during the fourth
          year of the Repayment Period, one quarter of one percent (.25%) of the
          Outstanding   Principal  Balance  which  has  been  prepaid.

8.7 Any prepayments  made pursuant to Subsection 8.6 shall be in an amount equal
to or exceeding Five Hundred Thousand United States Dollars  (US$500,000) and in
integral  multiples of Fifty  Thousand  United States Dollars  (US$50,000).  Any
prepayment  made pursuant to Subsection 8.6 shall be made on the last day of any
Interest Period,  upon giving to the Lender not less than ten (10) Business Days
prior written notice (which notice shall be  irrevocable)  specifying the amount
and date of prepayment.

8.8 With  respect  to any early  termination  of the  Facility,  or any whole or
partial  prepayment  of the  Facility  during  the  Availability  Period  or the
Repayment  Period,  the  Borrower  shall  indemnify  and hold the  Lender  fully
harmless against any losses including  without  limitation  breakfunding  losses
which the Lender may sustain as a result of the  Borrower's  prepayment  and the
certificates  of the Lender shall,  absent  manifest  error,  be conclusive  and
binding on the Borrower as to the extent of any losses  sustained by the Lender.
8.9 Any prepayment of the Facility during the Repayment  Period shall be applied
in or towards  satisfaction  of the  repayment  installments  of the Facility in
inverse order of maturity

9. EVENT OF LOSS OR SALE OF EQUIPMENT;  MANDATORY PREPAYMENT

9.1 In the event that prior to  repayment of all of the  Borrower's  Obligations
hereunder, one or more Units:

          (a) shall suffer an actual or constructive total loss;

          (b) shall exceed the Maximum Age;

          (c) shall suffer destruction or damage,  which makes repair uneconomic
          or renders such Unit unfit for commercial use; or

          (d) shall have title thereto taken or  appropriated,  or the use taken
          or  requisitioned  by any  governmental  authority  under the power of
          eminent domain or otherwise for a period  extending beyond the earlier
          of (a) three (3) months after the date of such taking or  requisition,
          or  (b)  the  Final  Repayment  Date,

any such occurrence,  being hereinafter  called an "Event of Loss", the Borrower
shall promptly and fully inform the Lender of such Event of Loss.

9.2 During the Facility  Period,  not later than thirty (30) days  following the
date of  occurrence  (the "Loss  Date") of an Event(s) of Loss in respect of any
Unit,  the  Borrower  shall  notify as to its  election  either  to  prepay  the
Outstanding  Principal  Balance in respect of such Unit or to replace such Unit,
however, the Lender may, in its sole discretion, elect to waive such requirement
for prepayment or replacement, any such waiver to be in writing. If the Borrower
elects to replace such Unit, it shall have ninety (90) days from the date of its
said notice to the Lender to replace such Unit with new or other  Unit(s)  which
are of similar  age,  value and  product  characteristics,  failing  which,  the
Borrower  shall become  obligated  to pay to the Lender,  in  prepayment  of the
Outstanding  Principal Balance an amount equal to the Loan Value (as hereinafter
defined) of such Unit plus interest accrued and unpaid thereon  according to the
Agreement. Any prepayment made pursuant to this Subsection 9.2 shall be made not
later than the day falling one hundred twenty (120) days following the Loss Date
or the Final Repayment Date (whichever  falls earlier) and shall  accompanied by
(a) the prepayment fee applicable  under  Subsection 8.6 together with the break
funding  costs,  if any,  for the Lender  incurred  by such  prepayment  and (b)
evidence  of (i) the type and  extent of the Event of Loss,  (ii) the  insurance
claim by the  Borrower  and (iii) any other  document  or  materials  reasonably
requested by the Lender.

9.3 For purposes of this Section,  the "Loan Value" in respect of any Unit shall
be an amount equal to the product of (i) a fraction,  the  numerator of which is
an amount equal to the original  equipment  cost of such Unit which has suffered
an Event of Loss, and the  denominator of which is the total original  equipment
cost of the  Equipment  then subject to the Security  Agreement,  times (ii) the
Outstanding  Principal Balance  immediately prior to the payment provided for by
this  Section 9.

9.4 Any and all amounts  received by the Lender in  connection  with an Event of
Loss which  exceed  the amount  required  to be paid to the Lender  pursuant  to
Subsection 9.2 shall be paid to the Borrower or to whomever is entitled thereto.

9.5 With respect to any  replacements  of Units  pursuant to this Section 9, the
Borrower  shall  execute  and  file,  as the  case  may  be,  such  supplements,
amendments and other documents and make such  registrations  as may be necessary
or desirable to create and perfect the  Lender's  interest in such  replacements
pursuant to the Security Documents,  including without limitation supplements to
each of the  Security  Documents;  and for  purposes of this  Agreement  and the
Security Documents,  such replacements shall be deemed "Equipment" as herein and
therein  defined  and used.  With  respect to any  prepayments  pursuant to this
Agreement, including without limitation this Section 9, the Lender shall execute
and deliver such  supplements,  amendments,  forms and other documents as may be
necessary  or  desirable to remove and release the Unit(s) with respect to which
such  prepayment  is being made from the terms and effect of this  Agreement and
from the terms, effect,  security interest,  and lien of the Security Documents.

9.6 In the event that during the Availability  Period, and prior to repayment of
all of  the  Borrower's  Obligations  hereunder,  one or  more  Units  is  sold,
transferred  or otherwise  disposed of by the Borrower,  as the case may be, the
Borrower shall notify the Lender within thirty (30) days of such sale,  transfer
or other disposal as to its election either to prepay the Outstanding  Principal
Balance in respect of such Units or to replace such Units,  however,  the Lender
may, in its sole  discretion,  elect to waive such requirement for prepayment or
replacement, any such waiver to be in writing. If the Borrower elects to replace
such  Units,  it shall have ninety (90) days from the date of its said notice to
the Lender to replace such Units with new or other  Unit(s) which are of similar
age, value and product characteristics, failing which, the Borrower shall become
obligated  to pay to the Lender,  in  prepayment  of the  Outstanding  Principal
Balance an amount  equal to the Loan Value of such Units plus  interest  accrued
and unpaid thereon  according to the Agreement.  Any prepayment made pursuant to
this  Subsection  9.6 shall be made not later than the day  falling  one hundred
twenty (120) days following the date of sale,  transfer or disposal or the Final
Repayment Date (whichever falls earlier) and shall accompanied by the prepayment
fee equal to one percent (1.0%) of the amount so prepaid together with the break
funding  costs,  if any,  for the  Lender  incurred  by  such  prepayment.  Such
prepayment  shall be made on the next  succeeding  date on which  interest is to
scheduled be paid.

9.7 In the event that during the Repayment Period, and prior to repayment of all
of the Borrower's Obligations hereunder,  one or more Units is sold, transferred
or otherwise disposed of by the Borrower, as the case may be, the Borrower shall
become  obligated  to  pay to  the  Lender,  in  prepayment  of the  Outstanding
Principal Balance, an amount equal to one hundred (100) percent of the cash (and
non-cash)  proceeds  of the sale plus  interest  accrued  and unpaid on the Loan
Value of the Unit(s) sold,  transferred or otherwise disposed of. Any prepayment
made  pursuant  to this  Subsection  9.7  shall be made not  later  than the day
falling one hundred  twenty (120) days  following the date of sale,  transfer or
disposal  or the  Final  Repayment  Date  (whichever  falls  earlier)  and shall
accompanied by the prepayment fee applicable  under Subsection 8.6 together with
the break funding  costs,  if any, for the Lender  incurred by such  prepayment.
Such prepayment shall be made on the next succeeding  Repayment Date during each
year that this Agreement is in effect.

10. FINANCIAL INFORMATION

10.1 So long as any amounts  remain  outstanding  hereunder,  the Borrower  will
cause to be delivered to the Lender:

          (a) within sixty (60) days after each  calendar  quarter the unaudited
          quarterly  financial  statements of the Borrower certified as to their
          correctness by a duly authorized officer of the Borrower;

          (b) within one  hundred  twenty  (120) days after each fiscal year the
          audited annual financial statements of the Borrower; and

          (c) all such  other  information  as the  Lender may from time to time
          reasonably request about the business,  assets and financial condition
          of the  Borrower,  the  Leasing  Agent and the  Lessees  and about the
          operation and condition of the Equipment.

11.  COVENANTS

11.1 So long as any amounts remain outstanding  hereunder,  each of the Borrower
and, by its  execution of the consent and  agreement  below,  the Leasing  Agent
covenant  with the Lender  that,  unless the Lender has  otherwise  waived  such
covenants in writing, the Borrower and Leasing Agent will:

          (a) duly perform all of their  obligations  under this Agreement,  the
          Promissory Note, the Security  Documents and the Leases to which it is
          a party;

          (b) not,  without the prior written consent of the Lender,  permit any
          change in the ownership or management of the Equipment;

          (c) neither permit any debt or contingent liability of the Borrower or
          any other  person to be  secured by means of a  security  interest  or
          other  encumbrance  over the  Equipment  except  for (i) the  security
          interest  over the  Equipment  pursuant to the Security  Agreement and
          (ii) liens arising in the ordinary course of business and by operation
          of law as regards debts not yet due or payable,  or if they are due or
          payable,  are  being  contested  in  good  faith  and  by  appropriate
          proceedings and for which adequate reserves are being maintained;

         (d)  notify  the  Lender  promptly  of the  occurrence  of any event of
         default   under  any  loan,   debt,   guarantee  or  other   obligation
         constituting Indebtedness incurred by the Borrower or the Leasing Agent
         or any  affiliate  of either  thereof  and of the steps  being taken to
         nullify or mitigate the effect of any such event of default or default;

          (e) ensure that the Equipment is maintained and insured as required
           pursuant  to the terms of the  Security  Agreement;

          (f) not later than thirty (30) days  following the end of each quarter
          during the  Facility  Period  provide  the  Lender  with an Asset Base
          Certificate for such quarter;

          (g) procure  that the  Borrower  maintains a Debt  Service to Coverage
          Ratio of not less than 150%;

          (h) procure  that the Borrower  maintains at all times a  Consolidated
          Net  Worth  of  not  less  than  $40,000,000  plus  the  sum of 50% of
          Consolidated  Net Income for all periods  commencing on and after July
          1, 1996;

          (i)  procure  that the  Borrower  maintains  a  Consolidated  Interest
          Coverage  Ratio,  as at the last day of any of the  Borrower's  fiscal
          quarters, of not less than 225%;

          (j) procure that the Borrower  maintains at all times a Funded Debt to
          Consolidated Net Worth Ratio of not more than 200%;

          (k) not later than sixty (60) days  following  the end of each  fiscal
          quarter  during  the  Facility  Period,  provide  the  Lender  with  a
          certificate  of the  controller  or  chief  financial  officer  of the
          Borrower, evidencing compliance with the provision of Subsections (g),
          (h), (i) and (j) of this Subsection 11.1 during such fiscal quarter.

          (l) procure that the Borrower will not incur any loan, debt, guarantee
          or  other  obligation   constituting   Indebtedness  relating  to  the
          Equipment,  other than the  Obligations,  without the previous written
          consent of the Lender;

          (m)  neither  the  Borrower  nor the  Leasing  Agent  shall  merge  or
          consolidate with any other entity or sell all or substantially  all of
          its assets unless the merged company assumes all of the guarantees and
          obligations of the Borrower or Leasing  Agent,  as the case may be, to
          the Lender and,  further,  the merged  company shall not be in default
          after the consolidation without the Lender's approval; and

          (n) neither the Borrower nor the Leasing  Agent shall undergo a Change
          of Control  unless such Change of Control shall not cause the Borrower
          or the  Leasing  Agent to be in default  after the Change of  Control,
          without the Lender's approval.


     It is hereby  agreed that if either the Borrower or the Leasing Agent fails
to take out or maintain the insurance on the Equipment  required to be taken out
and maintained pursuant to this Section,  the Lender may (but shall not be bound
to) effect such  insurance  (without  prejudice to any other right of the Lender
arising hereunder or under the Security Agreement by reason of such default) and
the Borrower will on demand pay to the Lender the amount of any expenditure made
in connection  therewith,  together  with  interest  thereon at the Default Rate
specified in Section 7 from the date such  expenditure  was incurred to the date
of reimbursement thereof.

11.2 At any time during the Facility  Period,  the Borrower may request to amend
the covenants set forth in Subsections 11.1 (g), (h), (i) and (j) above in order
to ensure that such covenants remain, in all material respects, identical to the
corresponding  covenants set forth in the Note  Agreements.  The Borrower  shall
notify the Lender of its  request in a written  notice  stating  the  amendments
requested and  certifying  that such  amendments are required in order to ensure
that  such  covenants  remain,  in  all  material  respects,  identical  to  the
corresponding covenants set forth in the Note Agreements. Upon receipt of any of
the foregoing  request,  the Lender shall inform the Borrower in writing  within
thirty (30) days of the Lender's decision (in its reasonable discretion) whether
to agree to such  amendments.  Lender's  consent  to such  request  is not to be
unreasonably withheld. Covenants set forth in Subsections 11.1 (g), (h), (i) and
(j) may be amended pursuant to this Subsection 11.2, on only one occasion during
the  Facility  Period.

12.  CURRENCY  OF  ACCOUNT

12.1 If for the purpose of obtaining or enforcing a judgment in any court in any
country it becomes  necessary to convert into any other  currency (the "judgment
currency") an amount due in Dollars under this  Agreement or any of the Security
Documents then the conversion shall be made, at the discretion of the Lender, at
the rate of  exchange  prevailing  either on the date of  default  or on the day
before the day on which the  judgment is given or the order for  enforcement  is
made, as the case may be (the "conversion  date") provided that the Lender shall
not be  entitled  to recover  under  this  Section  any  amount in the  judgment
currency  which exceeds at the  conversion  date the amount in Dollars due under
this Agreement or any of the Security Documents.

12.2 If  there  is a  change  in the rate of  exchange  prevailing  between  the
conversion  date and the date of actual  payment of the amount due, the Borrower
shall pay such additional amounts (if any, but in any event not a lesser amount)
as may be necessary to ensure that the amount paid in the judgment currency when
converted at the rate of exchange prevailing on the date of payment will produce
the amount  then due under this  Agreement,  the  Promissory  Note or any of the
Security  Documents  in  Dollars;  any excess  over the amount due  received  or
collected by the Lender shall be remitted to the Borrower.

12.3 Any amount due from the Borrower  under  Subsection  12.2 shall be due as a
separate debt and shall not be affected by judgment being obtained for any other
sums due under or in respect of this Agreement or any of the Security Documents.

12.4 The term "rate of  exchange" in this Section 12 means the rate at which the
Lender in accordance  with its normal  practices is able on the relevant date to
purchase  Dollars with the judgment  currency and includes any premium and costs
of exchange payable in connection with such purchase.

13. ACCOUNTS AND PAYMENTS; EARNINGS  ACCOUNT  PLEDGE

13.1 The Lender shall open and maintain a booking  account  reflecting  all sums
falling due from the Borrower and all payments  made by the Borrower  hereunder.
The booking  account  opened and  maintained  pursuant to this Section  shall be
prima facie  evidence of the sums from time to time due from the Borrower to the
Lender.

13.2 The  Borrower  shall  effect all  payments of  principal,  interest,  fees,
charges  and so forth to the Lender  without  setoff and  counterclaim,  without
imposing  any  restrictions  or  conditions,  and  free  of  any  deductions  or
withholdings  whatsoever.  Should the Borrower be at any time required to deduct
any sum from such  payment,  the  amount due shall be  increased  by such sum in
order that the net amount  received by the Lender  following the deduction shall
be the same as that  which it would have  received  had no such  deduction  been
required.  The Borrower  hereby  covenants  that it will,  at the request of the
Lender,  indemnify the Lender against any losses  attributable to such deduction
or withholding.

13.3  All  payments  to be  made  by the  Borrower  hereunder  will  be  made in
immediately  available and freely transferable funds, to the Lender's designated
account in The Netherlands  through the Lender's  clearing bank in New York, New
York,  U.S.A.  and shall be  transferred  by no later  than 3:00 p.m.  (New York
time).

13.4 The  Borrower  shall  open  the  Earnings  Account  on or prior to the date
hereof.  The Borrower  shall pay all Gross  Equipment  Receivables  less accrued
Operating  Expenses,  into the  Earnings  Account  not later than seven (7) days
following receipt thereof by the Leasing Agent or the Borrower, whichever is the
earlier.  All Gross  Equipment  Receivables  on deposit in the Earnings  Account
shall be collateral  security for the payment and performance by the Borrower of
its Obligations hereunder, under the Promissory Note, and the Security Documents
and the  Borrower  hereby  pledges,  assigns and grants to the Lender a security
interest in such monies.

13.5  Subject  to the  Lender's  right  to apply  any  collateral,  proceeds  of
collateral  or any other  amounts  against the  Obligations  of the  Borrower as
provided in Subsection  16.3, any Gross Equipment  Receivables  deposited in the
Earnings Account shall be applied by the Borrower or the Depository (as directed
by the Borrower or the Lender):

          (a)  if an  Early  Amortization  Event  has  not  occurred  and is not
               continuing:

               First:

               in payment of all costs and  expenses  for the time being  unpaid
               related  to  enforcement  or  preservation  of any  rights of the
               Lender under this Agreement, the Promissory Note and the Security
               Documents;

               Secondly:

               in payment of any interest  including  default interest due under
               this Agreement and the Promissory Note for the time being unpaid;

               Thirdly:

               in payment of any amount of principal of the Facility outstanding
               and  then due  under  this  Agreement  and the  Promissory  Note;


               Fourthly:

               in payment of all other sums of whatever  nature due or to become
               due to the Lender under this  Agreement,  the Promissory Note and
               the Security Documents; and

               Fifthly:

               the  balance  (if any)  shall be payable  to the  Borrower  or to
               whomsoever  may be  entitled  thereto.

          (b)  If an Early Amortization Event has occurred and is continuing:

               First:

               in payment of all costs and  expenses  for the time being  unpaid
               related  to  enforcement  or  preservation  of any  rights of the
               Lender under this Agreement and the Security Documents;

               Secondly:

               in payment of all direct Operating Expenses then due;

               Thirdly:

               in payment of any interest (including default interest) due under
               this Agreement for the time being unpaid;

               Fourthly:

               in  payment of all  amounts of  principal  of the  Facility  then
               outstanding and due;


               Fifthly:

               in payment of all other sums of whatever  nature due or to become
               due  to  the  Lender  under  this   Agreement  and  the  Security
               Documents;  Sixthly: the balance (if any) shall be payable to the
               Borrower or to whomsoever may be entitled thereto.

13.6 The Borrower  shall procure that upon the occurrence of an Event of Default
and, at the request of the Lender, Gross Equipment  Receivables shall be paid by
the Lessees (or other applicable  parties)  directly to an account chosen by the
Lender.

13.7 Each  determination  of a rate of interest by the Lender made by the Lender
under the  provisions of this  Agreement  shall be conclusive and binding on the
Borrower  for all  purposes  of this  Agreement  except in the case of  manifest
error.

14. TAXES

4.1 All payments (whether of principal, interest or otherwise) to be made by the
Borrower  hereunder shall be made free and clear of and without deduction for or
on  account  of any  taxes,  fees,  deductions,  withholdings,  restrictions  or
conditions  of any  nature  and  exclusive  of any value  added tax which may be
applicable  thereto.  If at any time any applicable law requires the Borrower to
make any such deduction or withholding  from any such payment,  the sum due from
the  Borrower  in  respect  of such  payment  shall be  increased  to the extent
necessary to ensure that, after the making of such deduction or withholding, the
Lender  receives a net sum equal to the sum which it would have  received had no
such deduction or withholding  been required to be made. In any such event,  and
without prejudice to the Borrower's Obligations hereunder,  the Borrower and the
Lender shall  negotiate in good faith with a view towards  agreeing on terms for
making the Loan available from another  jurisdiction or otherwise  restructuring
the Facility on a basis which would  reduce the  Borrower's  liability  for such
taxes and fees.

14.2 The Borrower  shall  deliver to the Lender within thirty (30) days after it
has made any payment  from which it is required by law to make any  deduction or
withholding,  a receipt or other  document  issued by the  applicable  taxing or
other  authorities  evidencing  the  deduction  or  withholding  of all  amounts
required to be deducted or withheld from such payment.  Upon reasonable  request
of the  Borrower,  the Lender  from time to time  shall  complete,  file  and/or
deliver to the Borrower as appropriate, such forms and documents as are required
or  desirable  to be  completed  by it  in  connection  with  any  taxes,  fees,
deductions,  withholdings,  restrictions  or  conditions  referred  to  in  this
Subsection 14.2 or elsewhere in this Agreement,  including  without  limitation,
those referred to in Subsection 17.1 hereof.

14.3  Should  there  be  any  change  in  the  applicable  law,   including  the
availability  to the Borrower,  Lender or the Additional  Banks (as such term is
defined in  Subsection  17.1) of the Income Tax Treaties that  currently  exempt
payments under this Agreement from withholding  taxes, the result of which would
be to require the Borrower to make  deductions or withholdings on such payments,
the Borrower may  voluntarily  prepay all or part of the  Outstanding  Principal
Balance without the imposition of a pre-payment premium so long as the Borrower,
with such  prepayment,  pays to, or reimburses the Lender for, the Lender's cost
of liquidating and redeploying  fixed deposits which the Lender may have made or
obtained in connection with its making of the Facility.

15. INCREASED COSTS

15.1 If by reason of (i) the  introduction of or a change in the  interpretation
of any  applicable  law or regulation or (ii)  compliance by the Lender with any
request  or  requirement  of any  governmental  agency or  regulatory  authority
(whether  or not having  the force of law)  either (a) the cost to the Lender of
making an Advance  hereunder is increased or (b) the Lender is or becomes liable
to pay any tax  (other  than  any tax on any net  income  of the  Lender)  on or
calculated by reference to the amount of any Advance made,  funded or maintained
by it  hereunder  or of any sum  received or  receivable  by the Lender on or in
relation to this  Agreement,  the Borrower  shall and hereby  covenants  that it
will,  at the  request of the  Lender,  indemnify  the Lender  against  (x) such
increased cost or (y) such liability.

15.2 The Lender  will as soon as  practicable  give the  Borrower  notice of any
event which would result in the  Borrower  being  obliged to pay any  additional
sums as contemplated  in Subsection  15.1. The statement of the Lender as to the
amount of any additional sums payable pursuant to Subsection 15.1 duly signed by
officers of the Lender shall be conclusive and binding on the Borrower and shall
oblige it to pay to the Lender the additional sums therein requested on the date
specified  therein.  Should any event  result in an  increased  cost equal to or
exceeding one hundred  (100) basis points (one percent per annum),  the Borrower
may within ninety (90) days of receipt of such notice  voluntarily prepay all or
part of the Outstanding Principal Balance without the imposition of a prepayment
premium so long as the Borrower with such prepayment, pays to, or reimburses the
Lender for, the Lender's cost of  liquidating  and  redeploying  fixed  deposits
which the Lender may have made or obtained in connection  with its making of the
Facility.

16. EVENTS OF DEFAULT

16.1 If

          (a)  the  Borrower  shall fail to pay within seven (7) days of the due
               date or the  date of  demand,  as the  case  may be,  any sum due
               hereunder or under the Promissory  Note or any Security  Document
               to which it is a party; or

          (b)  any representation or warranty made by either the Borrower or the
               Leasing  Agent in this  Agreement or in any Security  Document or
               any  certificate  or  statement  made or  delivered  hereunder or
               thereunder  is or proves to have been  incorrect  in any material
               respect when made, or if repeated or deemed  repeated at any time
               during  the  continuance  of this  Agreement,  would no longer be
               correct and accurate in all material respects; or

          (c)  any  default  in  the  due  compliance  with  the  provisions  of
               Subsection 11.1 of this Agreement; or

          (d)  either the  Borrower  or the  Leasing  Agent  defaults in the due
               performance  and  observance  of any of the terms,  covenants  or
               conditions of this Agreement or any Security Document to which it
               is a party  (other than any such term  otherwise  subject of this
               Section  16)  and,  if and only if such  default  is  capable  of
               remedy,  such  default is not  remedied  within  thirty (30) days
               after notice thereof is given by the Lender; or

          (e)  any  loan,  debt,  guarantee  or other  obligation  in  excess of
               $500,000 constituting  Indebtedness of either the Borrower or the
               Leasing  Agent,  becomes due prior to its  specified  maturity by
               reason  of  default  or is not paid when due  unless  the same is
               being contested in good faith and by appropriate  proceedings and
               adequate reserves are being maintained  therefor,  and the Lender
               has not waived in writing  the Event of  Default  constituted  by
               such  default  or   non-payment   (such  waiver  subject  to  any
               conditions contained therein); or

          (f)  pursuant  to the terms of the Note  Agreements,  or any  document
               executed in connection therewith,  any person(s) becomes entitled
               to enforce  their rights or remedies  against the Borrower or any
               Subsidiary thereof;

          (g)  either the Borrower or the Leasing Agent suspends or threatens to
               suspend  its  operations  or  transfers  or  disposes of all or a
               substantial part of its undertaking or assets; or

          (h)  either the Borrower or the Leasing  Agent (i) is unable or admits
               in writing its  inability to pay its lawful debts as they mature,
               or (ii)  makes a  general  assignment  for the  benefit  of, or a
               composition with, its creditors; or

          (i)  any  proceedings  are  commenced  in, or any order or judgment is
               given by, any court for the liquidation,  winding-up, bankruptcy,
               reorganization  or  reconstruction  of either the Borrower or the
               Leasing Agent or for the  appointment of a receiver or liquidator
               or similar officer of either the Borrower or the Leasing Agent or
               of all or any part of its  assets  and is not  vacated  or stayed
               within forty-five (45) days; or

          (j)  any  authorization,   approval,   consent,  license,   exemption,
               registration,   notification   or   other   requirement   of  any
               governmental,  state or local  authority or public body necessary
               for the validity, enforceability or legality of this Agreement or
               any Security  Document or the performance  thereof ceases for any
               reason to be in full force and effect; or

          (k)  there is, after the date hereof,  any change in the  ownership of
               the Equipment; or

          (l)  any of the  Lender's  material  rights or  powers of  enforcement
               against  or in  respect  of  the  Equipment  under  the  Security
               Documents becomes unenforceable; or

          (m)  the  due  performance  in  accordance  with  the  terms  of  this
               Agreement or any Security  Document becomes illegal under the law
               of the country of incorporation of any party thereto or under the
               laws of the State of New York; or

THEN,  and in any such event and at any time  thereafter the Lender may take any
or all of the following actions:

               (i)  by written  notice to the Borrower  declare the  Outstanding
                    Principal   Balance  to  be  immediately  due  and  payable,
                    whereupon  the  total of the  Obligations  shall  become  so
                    payable,  provided  that upon the  happening  of an Event of
                    Default  specified  in  Subsection  (e),  (g) or (h) of this
                    Subsection  16.1,  the  total  of the  Obligations  shall be
                    immediately  due and payable  without any declaration to the
                    Borrower being required, and/or

               (ii) take all  such  steps  as may be open to it to  protect  and
                    enforce  the  security  held by the Lender in respect of the
                    Borrower's  Obligations and the Leasing Agent's  obligations
                    hereunder,  under the Promissory Note and under the Security
                    Documents to ensure  compliance  by the Borrower and Leasing
                    Agent   with  all  such   obligations,   including   without
                    limitation  those  specified in Subsection  (i) above;

and, further,  the Borrower  will  provide the Lender  with:

               (i)  access to the  information  system  (providing the equipment
                    management and tracking  logistics) related to all equipment
                    owned  by the  Borrower,  the  Leasing  Agent  or any of the
                    Borrower's Subsidiaries; and

               (ii) any  and  all  reasonable   assistance,   co-operation   and
                    information  which in the opinion of the Lender is necessary
                    in order to  ascertain  the  location  and  condition of all
                    equipment owned by the Borrower, the Leasing Agent or any of
                    the Borrower's Subsidiaries.

16.2 The Borrower  agrees to, and shall,  indemnify and hold the Lender harmless
against any loss (excluding any consequential  damages),  as well as against any
reasonable  costs or expenses  (including  reasonable  legal fees and expenses),
which the Lender  sustains or incurs as a consequence  of any default in payment
of the principal  amount of the Facility,  interest accrued thereon or any other
amount payable under the Promissory  Note or any Security  Document,  including,
but not limited to, all actual losses  incurred in liquidating  or  re-employing
fixed deposits made by third parties or funds acquired to effect or maintain the
Facility and/or any portion  thereof.  The  certification  of the Lender of such
costs and expenses  shall,  absent any manifest error, be conclusive and binding
on the Borrower.

16.3 Except as otherwise provided in any Security Document,  all moneys received
by the Lender under or pursuant to this Agreement, the Promissory Note or any of
the Security  Documents  after the occurrence and  continuation  of any Event of
Default (unless cured to the satisfaction of the Lender) shall be applied by the
Lender in the following manner:

     (a)  First, in or towards the payment or  reimbursement  of any expenses or
          liabilities   incurred   by  the   Lender  in   connection   with  the
          ascertainment,  protection or  enforcement  of its rights and remedies
          under  this  Agreement,  the  Promissory  Note or any of the  Security
          Documents;

     (b)  Secondly, in or towards payment of any interest owing on the Facility;

     (c)  Thirdly,  in or towards repayment of principal owing in respect of the
          Facility;

     (d)  Fourthly,  in or towards  payment of all other sums which may be owing
          to the Lender under this Agreement,  the Promissory Note or any of the
          Security Documents; and

     (e)  Fifthly,  the  surplus  (if any) shall be paid to the  Borrower  or to
          whosoever else may be entitled thereto.

16.4 If the proceeds received by the Lender under this Agreement, the Promissory
Note or any of the Security  Documents  shall be insufficient to pay the amounts
then due and payable to the Lender as set forth above in this  Subsection  16.3,
the Borrower shall forthwith pay any balance of such amounts remaining unpaid to
the Lender or as the Lender directs,  and any deficiencies  remaining thereafter
may be entered as a judgment  against  the  Borrower  in any court of  competent
jurisdiction

17. SYNDICATION

17.1 The Lender has the right to syndicate the Facility or any part thereof to a
third party or parties  (hereinafter,  "Additional Banks"). If and to the extent
the Facility is  syndicated,  the Lender shall have the right to act as agent or
to appoint a successor  as agent (the  "Agent") for the  Additional  Banks under
this Agreement,  the Promissory Note and the Security  Documents and any and all
documents,  certificates  and other papers  contemplated  by, or executed and/or
delivered  pursuant  to  this  Agreement,  the  Promissory  Note  and any of the
Security Documents.  The appointment of any Agent, other than the Lender,  shall
be subject to the prior written consent of the Borrower,  such consent not to be
unreasonably withheld.  All communications under this Agreement,  the Promissory
Note or under any  Security  Document  shall be made between the Borrower on the
one hand and the Agent, on the other hand.  Additionally,  the Borrower shall be
entitled to rely conclusively upon any communication  received from the Agent as
having been  authorized and sent by and on behalf of the Additional  Banks.  The
Additional  Banks shall be bound by any waiver or modification of this Agreement
made by the Lender and shall be bound if the Lender  excuses  performance of any
provision  set  forth in this  Agreement,  the  Promissory  Note,  the  Security
Documents,  or any other documents referred to herein or therein.  No Additional
Bank shall be  entitled  to make a demand  upon or begin an action  against  the
Borrower.

     All  costs  of  syndication,  including  legal  fees,  shall be paid by the
Lender.

     As a prerequisite  to syndication to an Additional  Bank which is organized
under the laws of a  jurisdiction  outside of the United States of America,  the
potential Additional Bank shall agree as follows:

          (a)  To complete  and deliver to the Borrower on or before the date of
               the first  Advance  (or, in the case of a transfer of an interest
               in the Facility, on or before the effective date of the transfer)
               the following;

               (i)  United States Internal  Revenue Service Form W-8 (certifying
                    that it is organized in a jurisdiction outside of the United
                    States of America),

               (ii) if it is entitled to benefits under an income tax convention
                    to  which  the   United   States  of   America  is  a  party
                    (withbenefits  comparable  to those  contained in the United
                    States  Tax  Convention  with  the  Netherlands)  and if the
                    income   receivable   pursuant  to  this  Agreement  is  not
                    effectively  connected  with the  conduct by the  Additional
                    Bank of a trade or business in the United States of America,
                    Internal Revenue Service Form 1001,


               (iii)if the  income  receivable  pursuant  to this  Agreement  is
                    effectively  connected  with the  conduct by the  Additional
                    Bank of a trade or business in the United States of America,
                    Internal  Revenue Service Form 4224; and

          (b)  to  complete  and  deliver  to  the  Borrower  any  successor  or
               additional  forms  required  to  secure  an  exemption  from,  or
               reduction in the rate of, income tax  withholding  imposed by the
               United States of America,  and amend or supplement  such forms as
               necessary.


17.2 Upon the request of the Lender the Borrower  shall agree to  participate in
the  negotiation  and  entering  into of an  agency  agreement  relating  to the
Lender's syndication of the Facility,  the form and substance of which agreement
shall  be  consistent  with  the  terms  of this  Agreement,  including  without
limitation  Subsection 18.1, and otherwise mutually  acceptable to the Borrower,
the Agent and the Lender.

17.3 The Lender agrees to take normal and  reasonable  precautions  and exercise
due care to  maintain  the  confidentiality  of all  information  identified  as
"confidential"  by the  Borrower or the Leasing  Agent and provided to it by the
Borrower or the Leasing Agent, in connection with this Agreement or any Security
Document,  and  neither  it  nor  any of  its  affiliates  shall  use  any  such
information  for any purpose or in any manner  other than  pursuant to the terms
contemplated  by this Agreement or any Security  Document;  except to the extent
such information (i) was or becomes generally available to the public other than
as a result of a disclosure by the Lender or (ii) was or becomes  available on a
non-confidential  basis from a source  other than the  Borrower  or the  Leasing
Agent,  provided  that such source is not bound by a  confidentiality  agreement
with the Borrower or the Leasing Agent known to the Lender;  provided,  however,
that the Lender may disclose such  information (A) at the request or pursuant to
any requirement of any Governmental  Authority to which the Lender is subject or
in  connection  with an  examination  of the Lender by any such  authority;  (B)
pursuant  to  subpoena or other  court  process;  (C) when  required to do so in
accordance  with the provisions of any applicable law or requirement of law; (D)
to the Lender's independent auditors and other professional advisors; and (E) in
connection  with any  enforcement  proceedings  under or in connection with this
Agreement,  the Promissory Note or any Security  Document.  Notwithstanding  the
foregoing,  the Borrower and the Leasing Agent  authorize the Lender to disclose
to  any  Additional  Bank,  transferee  of  assignee  of the  Lender  and to any
prospective  Additional  Bank,  transferee  or  assignee  of  the  Lender,  such
financial  and other  information  in the  Lender's  possession  concerning  the
Borrower and the Leasing Agent which has been  delivered to the Lender  pursuant
to this  Agreement or which has been  delivered to the Lender by the Borrower or
the Leasing  Agent in  connection  with the Lender's  credit  evaluation  of the
Borrower or the Leasing  Agent prior to entering into this  Agreement;  provided
that,  unless  otherwise  agreed by the  Borrower  or the  Leasing  Agent,  such
Additional Bank,  transferee or assignee of the Lender, agrees in writing to the
Lender to keep such information  confidential to the same extent required of the
Lender hereunder.

18.  BENEFIT OF AGREEMENT

     This Agreement shall be binding on and enure to the benefit of the Borrower
and the Lender and their successors and assigns. The Lender may assign the whole
or part of its rights hereunder, under the Promissory Note or under the Security
Documents for syndication  purposes  subject to and in accordance with the terms
and conditions of Section 17 hereof.  Neither the Borrower nor the Leasing Agent
may assign any of its rights or  obligations  hereunder or under the  Promissory
Note or any of the Security  Documents  without the prior written consent of the
Lender.

19.  MISCELLANEOUS

19.1  Whenever  any sum  falls due  hereunder  on a
non-Business  Day it  shall,  unless  stated  otherwise,  be  paid  on the  next
succeeding  Business  Day  (unless  such  next  Business  Day  fall in the  next
succeeding calendar month in which event the due date for such sums shall be the
immediately  preceding  Business  Day),  and any such delay  shall be taken into
account in computing  any interest or commission  payable on such date.

19.2 If the Lender  chooses to waive  delivery of any document whose delivery is
called for hereunder by a certain date,  the Borrower shall procure the delivery
thereof within seven days after that date.

19.3 If at any time any  provision  hereof is or  becomes  invalid,  illegal  or
unenforceable  in  any  respect  under  any  law,  the  validity,  legality  and
enforceability  of the  remaining  provisions  hereof  shall  not in any  way be
affected or impaired.


19.4 No  failure  to  exercise  nor any delay in  exercising  on the part of the
Lender of any right or remedy  hereunder or under the  Promissory  Note or under
any Security Document shall operate as a waiver thereof, nor shall any single or
partial  exercise of any right or remedy  prevent any further or other  exercise
thereof or of the exercise of any other right or remedy. The rights and remedies
provided  herein  and in the  Promissory  Note and the  Security  Documents  are
cumulative and not exclusive of any rights or remedies provided by law.


19.5  This  Agreement  may be  executed  in any  number of  counterparts  and by
different  parties  hereto  on  separate  counterparts,   each  of  which  shall
constitute an original,  but all the counterparts  together shall constitute but
one and the same instrument.


20.   COSTS

20.1 The  Borrower  shall  reimburse  the  Lender  for all  reasonable  fees and
out-of-pocket  expenses  (including  legal  fees to a maximum  of  $40,000,  not
including  disbursements  or filing  agent's  fees)  incurred  by the  Lender in
connection  with the  negotiation,  preparation and execution of this Agreement,
the  Promissory  Note and the Security  Documents  whether this  transaction  is
completed or not, unless the  transaction  fails to close because of the willful
misconduct of the Lender and shall further reimburse the Lender for all fees and
costs  incurred by the Lender in the  preservation  or  enforcement of any right
against  any of the  Borrower  hereunder  or under  the  Promissory  Note or any
Security  Document or in  connection  with any  proposed  restructuring  in lieu
thereof (except for syndication fees).

20.2 The  Borrower  shall pay all stamp duty and other  duties or taxes to which
any document referred to in Subsection 20.1 is or at any time may be subject and
shall indemnify the Lender against any liabilities,  costs,  claims and expenses
resulting from any omission to pay or delay in paying any such duty or tax.

20.3 As conclusive  proof of the extent of the Borrower's  indebtedness  arising
out of Sections  20.1 and 20.2 above the Lender shall provide a copy of an entry
in the  Lender's  books,  produced by the Lender and  certified by the Lender as
being in agreement with the original.

21.      NOTICES

     Save  as  otherwise  provided  herein,   each  notice,   request  or  other
communication  to be given or made hereunder or under the Promissory Note or the
Security  Documents shall be given,  unless stated  otherwise,  in writing or by
telex or telefax number addressed to:

                             the Borrower:

                             PLM International Inc.
                             One Market
                             Steuart Street Tower, Suite 800
                             San Francisco, California 94105-1301
                             Telephone Number:  (415) 905 7325
                             Telefax Number:    (415) 905 7326
                             Attention:         Richard Brock

                             the Lender:

                             MEESPIERSON N.V.
                             Coolsingel 93
                             3012 AE Rotterdam - The Netherlands
                             Telephone Number:   31.10 401 6160
                             Telefax Number:     31.10 401 6343
                             Attention:  Hans Hanegraaf

or in either case, to the last  published  telex number or telefax or address of
such party.

           Any notice,  request,  demand or other  communication  to be given or
made to the Borrower  shall be deemed to have been delivered  forty-eight  hours
after having been  dispatched  in an envelope  addressed as aforesaid by express
courier,  or in the  case of  notice  given by  telex,  telefax  or  cable  upon
dispatch,  or if left at the address of the Borrower  aforesaid,  at the time it
was delivered.

22.      GOVERNING LAW, JURISDICTION, JURY WAIVER

         THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA.

           The Borrower  agrees that any legal action or proceeding  arising out
or in pursuance of this  Agreement,  the Promissory  Note or any of the Security
Documents  may be brought in the Courts of the State of New York,  U.S.A.  or in
the United States  District  Court of the Southern  District of New York,  which
courts shall have  jurisdiction  to hear and  determine any such legal action or
proceeding.  Such submission  shall not (and shall not be construed as to) limit
the right of the Lender to commence any proceedings  relating to this Agreement,
the Promissory Note or any of the Security Documents in whatsoever  jurisdiction
it shall deem fit. The Borrower agrees that any writ, notice,  order or judgment
or other legal process or documents in connection  with such  proceedings may be
served  upon  the  Borrower  by  delivering  the  same  by  mail  (airmail,   if
international)  to the Borrower at the address  indicated for notices in Section
21 hereof and that such service shall be deemed good service on the Borrower for
all purposes.

          IT IS MUTUALLY  AGREED BY AND BETWEEN THE BORROWER AND THE LENDER THAT
          EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR
          COUNTERCLAIM  BROUGHT  BY ANY PARTY  HERETO  AGAINST  ANY OTHER  PARTY
          HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
          WITH THIS AGREEMENT,  THE NOTE OR THE SECURITY  DOCUMENTS.

     IN WITNESS  WHEREOF the parties  hereto have caused  their duly  authorized
representatives  to execute  deliver  this  Agreement  on the day and year first
above written.

                             PLM INTERNATIONAL, INC.


                             By:________________________
                             Name:
                             Title:

                             MEESPIERSON N.V.


                             By:_________________________
                             Name:
                             Title:


                             By:_________________________
                             Name:
                             Title:




<PAGE>



                              CONSENT AND AGREEMENT



         The undersigned, referred to in the foregoing Agreement as the "Leasing
Agent",  hereby  consents  and  agrees to said  Agreement  and to the  documents
contemplated  thereby  and to  the  provisions  contained  therein  relating  to
conditions to be fulfilled and  obligations  to be performed by the  undersigned
pursuant to or in connection  with said Agreement and  particularly  agree to be
bound  by  the  representations,   warranties  and  covenants  relating  to  the
undersigned  contained in Sections 2, 3, 11 and 17 of said Agreement to the same
extent as if the undersigned were a party to said Agreement.


                                   PLM RENTAL, INC,
                                   as Leasing Agent


                                   By:_________________________
                                   Name:
                                   Title:

















<PAGE>