SEVERANCE AGREEMENT

         THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into on this
__ day of August,  1999, by and between PLM INTERNATIONAL,  INC., its successors
and/or assigns (the "Company"), and _____________ ("Employee").

         WHEREAS, Employee currently holds the position(s) of __________ of the
Company; and

         WHEREAS,  in the event any person or group proposes a change in control
transaction (as defined in Section 2 of this Agreement),  the Board of Directors
would  consider such  proposal in order to determine  whether it was fair and in
the best interest of the shareholders; and

         WHEREAS,  any such  consideration by the Board of Directors may lead to
uncertainty regarding the future path of the Company and the long-term prospects
for executive employment with the Company; and

         WHEREAS,  the Company's Board of Directors  believes it is important to
the enhancement of shareholder  value that,  notwithstanding  such  uncertainty,
Employee act vigorously and  constructively in any negotiations  being conducted
in connection  with a change in control  transaction  to achieve the result most
favorable  to the  Company's  shareholders  and  continue to manage the on-going
business  of  the  Company  in  order  to  achieve  the  most  positive  results
attainable; and

         WHEREAS,  as an inducement  for Employee to remain in the employ of the
Company  before  and  after a change  in  control  transaction,  this  Agreement
provides for certain  incentives  for Employee  upon a change in control and for
certain  severance  benefits  to be paid and  provided  to Employee in the event
Employee's  employment is terminated without cause (as defined herein) following
or resulting from a change in control transaction.

         NOW,  THEREFORE,  in  consideration  of the above premises and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee agree as follows:

         1. Term. The term of this  Agreement  shall commence on the date hereof
and shall  continue (i) until  December 31, 1999 so long as no Change in Control
(as defined  below) has occurred on or before  December 31, 1999;  or (ii) until
all  obligations  under  this  Agreement  have been met in the event a Change in
Control has occurred on or before December 31, 1999.


<PAGE>


         2.       Change in Control.

                  A. For the purposes of this  Agreement  only, the term "Change
in Control" shall mean the occurrence of any one of the following events:

                           (i) Any  person  or group (a  "Person"),  within  the
                  meaning of Sections 13(d) or 14(d) of the Securities  Exchange
                  Act of  1934,  as  amended  (the  "Exchange  Act"),  acquiring
                  "beneficial ownership" ("Beneficial Ownership"), as defined in
                  Rule  13d-3  under the  Exchange  Act,  of  securities  of the
                  Company  representing  more than  fifty  percent  (50%) of the
                  combined  voting  power  of  the  Company's  then  outstanding
                  securities; provided, however, in determining whether a Change
                  in Control has occurred,  voting securities which are acquired
                  in a "Non-Control  Acquisition" (as hereinafter defined) shall
                  not  constitute an  acquisition  which would cause a Change in
                  Control. A "Non-Control Acquisition" shall mean an acquisition
                  by (a) an  employee  benefit  plan (or  trust  forming  a part
                  thereof) maintained by the Company or any corporation or other
                  Person of which a majority  of its voting  power or its voting
                  equity  securities or equity  interests is owned,  directly or
                  indirectly, by the Company (for purposes of this definition, a
                  "Subsidiary"), (b) the Company or its Subsidiaries, or (c) any
                  Person in  connection  with a  "Non-Control  Transaction"  (as
                  hereinafter defined);

                           (ii)  A  merger,   consolidation  or   reorganization
                  (collectively,  a "Transaction")  involving the Company unless
                  such   Transaction   is   a   "Non-Control   Transaction."   A
                  "Non-Control  Transaction" shall mean a Transaction  involving
                  the Company where:

                                    (a)   The   stockholders   of  the   Company
                           immediately  before such Transaction own, directly or
                           indirectly,  immediately  following such Transaction,
                           at least fifty percent  (50%) of the combined  voting
                           power of the  outstanding  voting  securities  of the
                           corporation  resulting  from  such  Transaction  (the
                           "Surviving  Corporation") in  substantially  the same
                           proportion   as  their   ownership   of  the   voting
                           securities  of the  Company  immediately  before such
                           Transaction, or

                                    (b) No Person,  other than (1) the  Company,
                           (2) any Subsidiary,  or (3) any employee benefit plan
                           (or any trust forming a part  thereof)  maintained by
                           the  Company  or  any   Subsidiary,   has  Beneficial
                           Ownership  of more than  fifty  percent  (50%) of the
                           combined voting power of the Surviving  Corporation's
                           then outstanding voting securities;

                           (iii)  The  sale  or  other  disposition  of  all  or
                  substantially  all of the assets of the  Company to any Person
                  (other  than a  transfer  to a  Subsidiary  of  the  Company);
                  provided  however,  that in no event  shall  the sale or other
                  disposition  of  the  Company's  subsidiary  American  Finance
                  Group,  Inc. (AFG) by itself, or the sale or other disposition
                  of the Company's subsidiary PLM Rental, Inc. (PLMR) by itself,
                  be  deemed  to be a  sale  or  other  disposition  of  all  or
                  substantially  all  of  the  assets  of the  Company  for  the
                  purposes of this Agreement; and further provided however, that
                  in the event either AFG or PLMR is sold or otherwise  disposed
                  of during the term of this  Agreement,  then the later sale or
                  other  disposition  of PLMR (in the case of an earlier sale or
                  disposition  of AFG) or AFG (in the case of an earlier sale or
                  disposition  of PLMR)  shall be  deemed  to be a sale or other
                  disposition of all or  substantially  all of the assets of the
                  Company; or

                           (iv) The  stockholders  of the Company approve a plan
                  of dissolution or liquidation of the Company.

                  B. In the  event  that a  Change  in  Control  transaction  as
defined in this Agreement  occurs,  and such  transaction is also deemed to be a
Change  in  Control  as  defined  in and  under the  Employment  Agreement  (the
"Employment  Agreement")  dated as of _________ between the Company and Employee
(specifically,  a majority of the  members of the  Continuing  Directors  of the
Board of Directors  of the Company does not approve the Change in Control  event
specifically  for  purposes  of the  Employment  Agreement),  then the terms and
conditions of the  Employment  Agreement,  including but not limited to Sections
10.2, 11, 12 and 13 thereof, shall govern and supercede this Agreement.

         3.       Stock Options and Grants.

                  A. Upon the  occurrence  of a Change in  Control,  any and all
options to  purchase  stock and grants of stock  (common  or  otherwise)  in the
Company granted to Employee pursuant to any plan or otherwise, including options
granted pursuant to the 1988 Management Stock  Compensation Plan and/or the 1998
Management  Stock  Compensation  Plan,  and any and all  grants  of stock in the
Company  granted to Employee  pursuant to the 1996  Mandatory  Management  Stock
Bonus Plan (collectively,  any or all of these plans shall be referred to herein
as the "Stock Plans"), shall become immediately accelerated and fully vested and
any  restrictions  on such options and grants shall,  to the extent  permissible
under  applicable  securities  laws,  fully lapse. The Company shall endeavor to
cause any  restrictions on the options or grants not lapsed by operation of this
Section 3 to so lapse.

                  B. Upon the vesting of all such  options  and grants  (whether
pursuant  to this  Section 3 or  Section  6(C)(ii)  below)  and,  in the case of
options, so long as such options have not expired, Employee may elect by written
notice to the  Company  at any time  following  such  vesting  that the  Company
"cash-out" such options and/or grants by paying to Employee within five (5) days
of the  notice  the  value of the  options  and/or  grants  so long as  Employee
surrenders  to the Company,  and agrees to the  cancellation  of, the options or
grants.  The value of the options and/or grants shall be calculated based on the
higher of (i) the price paid to the Company's  shareholders in connection with a
tender  offer that  results in a Change in  Control  or (ii) the  average  daily
closing price of the common stock of the Company for the ten days  preceding the
date of the Change in Control (or if the accelerated  vesting occurs pursuant to
Section 6(C)(ii), for the ten days preceding the Date of Termination (as defined
below)), less (in the case of options only) the exercise price of the option. In
the event Employee does not elect to "cash-out"  pursuant to Section 3(B),  then
Employee's rights regarding such options and grants shall be as set forth in the
Stock Plans and  agreements  governing  such  options  and  grants,  except that
Employee shall be deemed to be fully vested and any restrictions on such options
and grants shall remain fully lapsed.

         4. Termination By Company In Connection With a Change in Control.

                  A. In the event that  Employee's  employment  is terminated by
the Company  subsequent  to or  resulting  from a Change in Control for a reason
other than Cause or  Disability,  the Company  shall pay Employee the  Severance
Benefits specified in Section 6(C).

                  B. For purposes of this  Agreement,  "Cause"  shall be limited
to:

                           (i) The willful and continued  failure by Employee to
                  perform his/her day to day  responsibilities  substantially in
                  the same  manner as  performed  prior to the Change in Control
                  (other than any failure  resulting from Employee's  incapacity
                  due to physical or mental  illness),  which has not been cured
                  within ten (10) days  after  written  demand  for  substantial
                  performance  is delivered  by the Company to  Employee,  which
                  demand  specifically  identifies  the manner in which Employee
                  has   not   substantially   performed   his/her   day  to  day
                  responsibilities.  The  financial  condition  of  the  Company
                  (including any  subsidiary,  division or department  thereof),
                  and/or   Employee's   contribution   thereto,   shall  not  be
                  considered  for the purposes of determining  whether  Employee
                  has   willfully   failed  to  perform   his/her   day  to  day
                  responsibilities;

                           (ii) A willful  and  intentional  act or  omission by
                  Employee  which is,  in the  reasonable  determination  of the
                  Company,  materially  injurious to the Company,  monetarily or
                  otherwise.  For  purposes  of  subsection  (i)  above and this
                  subsection  (ii), no act or omission on Employee's  part shall
                  be considered  willful and intentional unless done, or omitted
                  to be done,  by  him/her  not in good  faith and  without  the
                  reasonable belief that his/her action(s) or omission(s) was in
                  the best interests of the Company; or

                           (iii) The  conviction  of  Employee  of,  or  his/her
                  admission or plea of nolo  contendere to, a crime involving an
                  act of moral turpitude,  which is a felony or which results or
                  is intended  to result,  directly  or  indirectly,  in gain or
                  personal  enrichment  of Employee,  relatives of Employee,  or
                  their affiliates at the expense of the Company;

provided,  however, that,  notwithstanding anything to the contrary contained in
this Section 4(B),  "Cause" shall not be deemed to include a refusal by Employee
to execute any  certificate  or document that Employee in good faith  determines
contains any untrue statement of a material fact.

                  C. For the purposes of this Agreement,  Disability  shall mean
if, as a result of  Employee's  incapacity  due to physical  or mental  illness,
Employee  shall have been absent or  substantially  absent from  his/her  duties
hereunder  for a period of six (6)  consecutive  months,  and within thirty (30)
days after a Notice of  Termination  (as  hereinafter  defined) is given,  which
Notice  of  Termination  may be given  before or after the end of such six month
period,  Employee  shall not have returned to the  performance of his/her duties
hereunder on a full-time basis,  Employee's  employment shall terminate upon the
expiration of such thirty (30) days.  Employee's absence or substantial  absence
from his/her duties will be treated as resulting from incapacity due to physical
or mental illness if Employee is "totally disabled from his/her own occupation."
Total  disability from Employee's own occupation will exist where (i) because of
sickness or injury,  Employee  cannot  perform the  important  duties of his/her
occupation,  (ii)  Employee is either  receiving  Doctor's Care or has furnished
written proof  acceptable to the Company that further  Doctor's Care would be of
no benefit, and (iii) Employee does not work at all. Doctor's Care means regular
and personal care of a Doctor which,  under  prevailing  medical  standards,  is
appropriate for the condition causing the disability.

         5.       Termination by Employee.

                  A. Employee may terminate  his/her  employment during the term
of this  Agreement  upon thirty (30) days' Notice of  Termination to the Company
for any reason. If Employee terminates his/her employment  hereunder  subsequent
to a Change  in  Control  and such  termination  is made for any of the  reasons
listed  in  Section  5(B)  (such  reason(s)  to be  detailed  in the  Notice  of
Termination), such termination shall be deemed to have been done for good reason
("Good  Reason")  and the Company  shall pay  Employee  the  Severance  Benefits
specified in Section 6(C), below.

                  B. Reasons constituting "Good Reason" shall include:

                           (i)  Any  breach  by  the  Company  of  any  material
                  provision  of this  Agreement  which has not been cured within
                  ten  (10)   days   after   written   notice   detailing   such
                  non-compliance is given by Employee to the Company;

                           (ii) Any demonstrable and material  diminution of the
                  base and/or incentive compensation,  duties, responsibilities,
                  authority  or  powers  of  Employee  as  they  relate  to  any
                  positions or offices held by Employee  during the term of this
                  Agreement;   provided  that  Employee  provides  a  reasonable
                  description  of any such  diminution(s)  and a statement  that
                  Employee  finds,  in  good  faith,  such  diminution  to  be a
                  material  diminution  and  that,  as such,  he/she  elects  to
                  terminate his/her employment hereunder for Good Reason;

                           (iii) The failure of the Company to include  Employee
                  in any Employee  Benefit Plan or Incentive  Compensation  Plan
                  for  which  Employee  has  previously  participated  or  would
                  reasonably  expect to participate  in. Employee may reasonably
                  expect to participate in an Employee Benefit Plan or Incentive
                  Compensation Plan if, without  limitation,  other employees of
                  the Company with similar titles, levels of responsibilities or
                  salaries participate or have participated in such plan; or

                           (iv) Any  requirement  by the Company  that  Employee
                  relocate  his/her  primary  business  office to a geographical
                  area  greater  than  twenty  (20)  miles  from the  Company 's
                  principal executive offices as existing on January 1, 1999, or
                  if  Employee  is based in an office  other than the  Company's
                  principal  executive  offices,  twenty  (20)  miles  from  the
                  Company's  office  where  Employee  is based as of  January 1,
                  1999.

                  C. In the event  Employee  terminates  his/her  employment for
Good Reason and the Company  disputes that the  termination was for Good Reason,
the Company  shall have the burden of proving that any such reason was not "Good
Reason".

         6.       Compensation Upon Termination.

                  A.  Termination For Cause.  Following a Change in Control,  if
Employee's employment is terminated for Cause as defined in this Agreement,  the
Company shall pay Employee  his/her full Base Salary (and any accrued but unused
vacation  and  personal  days)  through the Date of  Termination  at the rate in
effect at the time Notice of Termination is given, and the Company shall have no
further  obligations to Employee under this Agreement.  The rights,  limitations
and  obligations  of each  of the  Employee  and the  Company  under  any  other
agreement or plan,  including but not limited to any stock option or bonus plan,
deferred  compensation  plan  and  related  agreement(s),  as  of  the  Date  of
Termination shall remain in full force and effect.

                  B. Termination for Disability.  Following a Change in Control,
if  Employee's  employment  is  terminated  for  Disability  as  defined in this
Agreement,  the Company shall pay to Employee  his/her full Base Salary  through
the Date of  Termination at the rate in effect at the time Notice of Termination
is given. The Company shall also pay to Employee any accrued but unused vacation
and  personal  days,  and the Company  shall also  provide  benefits to Employee
pursuant  to the  standard  policy of the  Company  with  respect to  terminated
disabled  employees.  The rights,  limitations  and  obligations  of each of the
Employee and the Company  under any other  agreement or plan,  including but not
limited  to any  stock  option or bonus  plan,  deferred  compensation  plan and
related  agreement(s),  as of the Date of Termination shall remain in full force
and effect.

                  C.  Termination  Without Cause or  Termination by Employee For
Good Reason.  If, (a)  subsequent  to or resulting  from a Change in Control the
Company  terminates  Employee's  employment  hereunder  other  than for Cause or
Disability, or (b) subsequent to a Change in Control Employee terminates his/her
employment for Good Reason,  the Company shall,  in addition to paying  Employee
his/her full Base Salary  through the Date of  Termination at the rate in effect
at the time the  Notice of  Termination  is given  and any  accrued  but  unused
vacation and personal  days (as required by law),  pay to Employee  within seven
(7)  business  days of the Date of  Termination,  and provide to  Employee,  the
following severance benefits:

                           (i) The  Company  shall  pay to  Employee  a lump sum
                  amount  equal to  _________  (__)  months of  Employee's  Base
                  Salary at the  highest  rate in effect  during the twelve (12)
                  months  immediately  preceding the Date of  Termination,  less
                  customary payroll deductions;

                           (ii) Any and all options to purchase stock (common or
                  otherwise)  in the  Company  granted to  Employee  following a
                  Change in Control  pursuant to any plan or otherwise,  and any
                  and all grants of stock in the  Company  granted  to  Employee
                  following  a  Change  in  Control  pursuant  to  any  plan  or
                  otherwise,  shall  become  immediately  accelerated  and fully
                  vested  and  any  restrictions  on  such  options,  grants  or
                  equivalent or similar rights shall, to the extent  permissible
                  under  applicable  securities  laws,  fully lapse. The Company
                  shall  endeavor  to cause  any  restrictions  on the  options,
                  grants or equivalent or similar rights not lapsed by operation
                  of this Section 6(C) to so lapse. Employee shall have the same
                  rights in such  accelerated  and vested  options and grants as
                  provided in Section 3(B) and the Company shall pay to Employee
                  the  value  of the  options  and/or  grants  upon  receipt  of
                  Employee's  written  notice of his/her  election to "cash-out"
                  pursuant to Section 3(B);

                           (iii) At the Employee's election by written notice to
                  the Company made within four (4) business  days  following the
                  Date of  Termination,  the Company  shall pay to Employee in a
                  lump  sum  the   total   amount  of  any   Monthly   Executive
                  Compensation  Benefit  payments  that are  payable  under  the
                  Executive  Deferred  Compensation  Agreement  (the  "Executive
                  Deferred Compensation  Agreement") dated as of ______, between
                  the  Company  and  Employee,  which  amount  shall  have  been
                  determined  pursuant to the terms of Sections 5(a) and 5(b) of
                  the Executive  Deferred  Compensation  Agreement  after taking
                  into  consideration  the automatic  acceleration of vesting as
                  provided  in  Section  10.1,  including  Section  10.1(a)  and
                  10.1(b), of the Executive Deferred Compensation  Agreement. In
                  the event Employee does not elect to a lump sum payment of the
                  total  amount of any Monthly  Executive  Compensation  Benefit
                  payments  that  are  payable  under  the  Executive   Deferred
                  Compensation  Agreement,  then  such  amounts  shall  be  paid
                  pursuant to the terms of such Executive Deferred  Compensation
                  Agreement; and

                           (iv) Employee  shall  continue to  participate in all
                  life insurance,  medical, health, dental and disability plans,
                  programs or arrangements ("Insurance Plans") in which Employee
                  participated  immediately  prior to the Date of Termination on
                  the same terms as Employee  participated  immediately prior to
                  the Date of  Termination  for the shorter period of (a) months
                  from the Date of Termination or (b) Employee's commencement of
                  full time employment with a new company that provides Employee
                  with  benefits at least as favorable as those  provided by the
                  Company;  provided that Employee's continued  participation is
                  possible  under the general terms and provisions of such plans
                  and programs and Employee will continue to be obligated to pay
                  the same  employee  portion of any premium and any  deductible
                  and/or co-payments associated with such insurance Plans as was
                  required   immediately  prior  to  the  Date  of  Termination.
                  Employee's  right to continued group benefits after any period
                  covered by the Company will be determined  in accordance  with
                  federal and state law.

                           (v) The payments  and  benefits  provided for in this
                  Section 6(C) are in addition to, and shall not be deemed to be
                  in lieu  of,  any  other  payments  and/or  benefits  to which
                  Employee is entitled, including without limitation any and all
                  payments and benefits  under any other pension and  retirement
                  plan and arrangement, supplemental pension and retirement plan
                  and  arrangement,  stock option plan(s),  and/or insurance and
                  disability plans.

                  D. Other  Termination  by  Employee.  If following a Change in
Control Employee  terminates  his/her  employment for any reason other than Good
Reason,  the Company shall pay to Employee  his/her full Base Salary through the
Date of  Termination  at the rate in effect at the time Notice of Termination is
given and any accrued but unused  vacation  and personal  days,  and the Company
shall have no further obligations to Employee under this Agreement.  The rights,
limitations  and  obligations  of each of the Employee and the Company under any
other agreement or plan,  including but not limited to any stock option or bonus
plan,  deferred  compensation plan and related  agreement(s),  as of the Date of
Termination shall remain in full force and effect.

                  E.  Termination  Prior to a Change in Control.  This Agreement
does  not  provide  for the  payment  or  provision  of  severance  benefits  in
connection  with a  termination  by Employee or the Company  prior to and not in
connection  with a Change in  Control.  Employee's  rights to any such  benefits
shall continue to be governed by law or other written  agreement,  if any exists
between  Employee and the Company,  and nothing in this Agreement is intended to
change,  or shall be  construed  as  changing,  any of the legal or  contractual
rights of either party to terminate Employee's  employment (for Cause,  at-will,
for Good Reason,  or otherwise)  prior to and not in connection with a Change in
Control.

                  F. Section 280G.  Notwithstanding any other provisions of this
Agreement or any other agreement  between the Company and the Executive,  in the
event that any payment or benefit received or to be received by the Executive in
connection  with a Change  in  Control  or the  termination  of the  Executive's
employment  (whether  pursuant to the terms of this Agreement or any other plan,
arrangement  or agreement with the Company or any Person whose actions result in
a Change in Control or any Person  affiliated  with the Company or such  Person)
(all such payments and  benefits,  including  the  severance  benefits  provided
hereunder,  being  hereinafter  called "Total Payments") would not be deductible
(in whole or part),  by the Company,  an affiliate or Person making such payment
or providing  such  benefit as a result of section 280G of the Internal  Revenue
Code of 1986,  as amended (the "Code"),  then,  to the extent  necessary to make
such portion of the Total Payments deductible (and after taking into account any
reduction in the Total  Payments  provided by reason of section 280G of the Code
in such other plan,  arrangement or agreement),  the benefits provided hereunder
shall  be  reduced  (if   necessary,   to  zero);   provided,   however,   that,
notwithstanding  the terms of any other plan or  agreement,  the  Executive  may
elect to have the benefits payable under any other plan or agreement reduced (or
eliminated) prior to any reduction of the benefits payable under this Agreement,
which may include, in the case of the Executive Deferred Compensation  Agreement
(if  Employee  is a  party  to  such  agreement),  an  election  to  reduce  the
Executive's  Compensation  Period  under  the  Executive  Deferred  Compensation
Agreement  (without  increasing the amount  determined  under Section 1.1 of the
Executive  Deferred  Compensation  Agreement  as  Executive's  Monthly  Deferred
Compensation Benefit).

                           (i) For purposes of this  limitation,  (a) no portion
                  of the Total  Payments  the receipt or  enjoyment of which the
                  Executive shall have waived at such time and in such manner as
                  not to  constitute  a "payment"  within the meaning of section
                  280G(b)  of the  Code  shall  be taken  into  account,  (b) no
                  portion  of the Total  Payments  shall be taken  into  account
                  that, in the opinion of tax counsel ("Tax  Counsel")  selected
                  by the Executive and reasonably accepted by the Company,  does
                  not  constitute  a "parachute  payment"  within the meaning of
                  section 280G(b)(2) of the Code, including by reason of section
                  280G(b)(4)(A) of the Code, (c) the benefits payable under this
                  Agreement  shall be reduced  only to the extent  necessary  so
                  that the Total  Payments  (other  than  those  referred  to in
                  clauses (a) or (b)) in their  entirety  constitute  reasonable
                  compensation for services actually rendered within the meaning
                  of  section  280G(b)(4)(B)  of the Code or are  otherwise  not
                  subject to  disallowance  as  deductions  by reason of section
                  280G of the Code,  in the opinion of Tax Counsel,  and (d) the
                  value  of any  noncash  benefit  or any  deferred  payment  or
                  benefit  included in the Total Payments shall be determined in
                  accordance with the principles of sections  280G(d)(3) and (4)
                  of the Code.

                           (ii)  If  it  is  established  pursuant  to  a  final
                  determination  of a  court  or  an  Internal  Revenue  Service
                  proceeding  that,   notwithstanding  the  good  faith  of  the
                  Executive  and the  Company  in  applying  the  terms  of this
                  Section  6(F),   the  Total   Payments  paid  to  or  for  the
                  Executive's  benefit are in an amount that would result in any
                  portion of such  Total  Payments  being  subject to the Excise
                  Tax, then, if such repayment would result in (a) no portion of
                  the remaining  Total  Payments being subject to the Excise Tax
                  and  (b) a  dollar-for-dollar  reduction  in  the  Executive's
                  taxable  income and wages for  purposes of federal,  state and
                  local income and employment taxes, the Executive shall have an
                  obligation  to pay the Company  upon demand an amount equal to
                  the sum of (x) the excess of the Total Payments paid to or for
                  the  Executive's  benefit over the Total  Payments  that could
                  have been paid to or for the  Executive's  benefit without any
                  portion of such  Total  Payments  being  subject to the Excise
                  Tax; and (y) interest on the amount set forth in clause (x) of
                  this sentence at the rate provided in section 1274(b)(2)(B) of
                  the  Code  from the date of the  Executive's  receipt  of such
                  excess until the date of such payment.

                           (iii) By execution  and  delivery of this  Agreement,
                  the  provisions  of  Section  10.4 of the  Executive  Deferred
                  Compensation  Agreement are hereby superseded and such section
                  is hereby declared null and void.

         7. Mitigation. Employee shall not be required to mitigate the amount of
any  payment  or  benefit  provided  for in  this  Agreement  by  seeking  other
employment or otherwise and, except as otherwise  provided in Section  6(C)(iv),
no payment or benefit  provided  for in this  Agreement  shall be reduced by any
compensation  earned by Employee as the result of employment by another employer
after the termination of his/her employment with the Company.

         8.  Other  Definitions.  The  following  definitions  shall  apply  for
purposes of this Agreement:

                  A. Notice of  Termination.  Any purported  termination  by the
Company or by Employee shall be communicated by written Notice of Termination to
the  other  party  hereto.  For  purposes  of  this  Agreement,   a  "Notice  of
Termination"  shall mean a notice which shall indicate the specific  termination
provision in this Agreement relied upon. Any purported termination of Employee's
employment which is not effected pursuant to a Notice of Termination  satisfying
the requirements of this paragraph shall not be effective.

                  B. Date of Termination.  "Date of Termination"  shall mean, as
applicable,  (a) if Employee's  employment is terminated for Disability,  thirty
(30) days after Notice of Termination is given (provided that Employee shall not
have returned to the  performance of his/her duties on a full-time  basis during
such  thirty  (30)  day  period),  (b)  the  date  specified  in the  Notice  of
Termination in compliance with the terms of this Agreement, or (c) if no date is
specified, the date on which a Notice of Termination is given.

         9.       Successors; Binding Agreement.

                  A.  The  Company  shall  require  any  successors  or  assigns
(whether direct or indirect by purchase, merger,  consolidation or otherwise) to
all or substantially  all of the business and/or assets of the Company expressly
to assume and agree to perform this Agreement in the same manner and to the same
extent as if they were an original party hereto,  and this Agreement shall inure
to the benefit of any such successor or assign.

                  B.  This  Agreement  shall  inure  to  the  benefit  of and be
enforceable  by  Employee's  executors,   administrators,   successors,   heirs,
distributes, devisees and legatees.

         10. Other Agreements.  Except as expressly set forth herein, nothing in
this  Agreement is intended to alter the  obligations  of the Company and/or the
Employee in connection with any other written  agreement between the Company and
the Employee,  including any employment  agreement,  option agreement,  deferred
compensation agreement, confidentiality agreement or indemnity agreement.

         11. Covenant Not to Compete.  In  consideration of the mutual terms and
agreements  set  forth  herein,  Employee  hereby  agrees  that  until the first
anniversary of Employee's Date of Termination, (i) Employee will not recruit any
employee of the Company or its subsidiaries or solicit or induce,  or attempt to
solicit or induce,  any  employee of the Company or its  subsidiaries,  provided
that nothing herein shall preclude  Employee from hiring any person who contacts
Employee  for  employment  and who has not been  employed  by the Company or its
subsidiaries at any time during the preceding six months, and (ii) provided that
Employee has received the severance  benefits  described in Section 6(C) hereof,
Employee will not solicit, divert or take away, or attempt to solicit, divert or
take away,  the business or patronage of any of existing  clients,  customers or
accounts of the Company or its Subsidiaries.  For purposes of this Section 11, a
client,  customer  or account of the  Company  shall be deemed to be an existing
client,  customer or account if such client, customer or account is a party to a
rental,  term or master lease with the Company or is being invoiced on a regular
basis by the Company as of the Date of Termination.

         12.      Miscellaneous.

         12.1 Written  notices  required by this Agreement shall be delivered to
the  Company or  Employee in person or sent by  overnight  courier or  certified
mail, with a return receipt requested,  to the Company's  registered address and
to Employee's last shown address on the Company's records, respectively.  Notice
sent by certified  mail shall be deemed to be delivered two days after  mailing,
and all other notices shall be deemed to be delivered when received.

         12.2 This Agreement contains the full and complete understanding of the
parties  regarding the subject matter  contained herein and supersedes all prior
representations, promises, agreements and warranties, whether oral or written.

         12.3 This Agreement shall be governed by and  interpreted  according to
the laws of the state of California.

         12.4  The  captions  of the  various  sections  of this  Agreement  are
inserted only for  convenience  and shall not be  considered in construing  this
Agreement.

         12.5 This Agreement can be modified, amended or any of its terms waived
only by a writing signed by both parties.

         12.6 If any provision of this Agreement shall be held invalid,  illegal
or unenforceable, the remaining provisions of the Agreement shall remain in full
force and effect and the invalid,  illegal or  unenforceable  provision shall be
limited or eliminated  only to the extent  necessary to remove such  invalidity,
illegality or  unenforceability  in accordance  with the  applicable law at that
time.

         12.7 In the  event  the  Company  is  party to a  transaction  which is
otherwise  intended to qualify for "pooling of interests  accounting  treatment,
then (A) this Agreement shall, to the extent  practicable,  be interpreted so as
to permit such accounting treatment,  and (B) to the extent that the application
of clause (A) of this Section 12.7 does not  preserve the  availability  of such
accounting  treatment,  then,  to the extent that any provision of the Agreement
disqualifies   the  transaction  as  a  "pooling"   transaction   (including  if
applicable,  the entire Agreement),  such provision shall be null and void as of
the date hereof. All determinations under this Section 12.7 shall be made by the
accounting firm whose opinion with respect to "pooling of interests" is required
as a condition of consummation of such transaction.

         12.8 If either party  institutes an action to enforce the terms of this
Agreement,  the  prevailing  party in such  action  shall be entitled to recover
reasonable attorneys' fee, costs and expenses.

         12.9 No remedy made  available to either party by any of the provisions
of this  Agreement  is intended to be exclusive  of any other  remedy.  Each and
every remedy shall be cumulative  and shall be in addition to every other remedy
given hereunder as well as those remedies existing at law, in equity, by statute
or otherwise.

         IN WITNESS WHEREOF,  the parties have executed this document under seal
as of the date specified above.


PLM INTERNATIONAL, INC.                     EMPLOYEE


By:      __________________________        _________________________________
Its:     __________________________

ATTEST:  _______________________            ATTEST:  _____________________