[Amended Form of Nonqualified Stock Option Agreement [1998 and 1995 Plans])


                             PLM INTERNATIONAL, INC.
                       NONQUALIFIED STOCK OPTION AGREEMENT

         Pursuant to options  granted on ___________  under the  _______________
adopted by the Board of Directors of PLM International, Inc. on ________, and as
amended on April 28, 1999 (the  "Plan"),  PLM  INTERNATIONAL,  INC.,  a Delaware
corporation  (hereinafter  called "the  Company"),  and __________  (hereinafter
called  "Optionee")  agree and acknowledge  that the Optionee has a nonqualified
stock option ( an "NQSO") to purchase _____ shares of the Company's common stock
("Common  Shares") at the price of $_________  per share,  and that this option:
(a) is granted under, and is subject to all the terms and conditions  pertaining
to stock options (other than those  applicable  only to incentive stock options)
contained in the Plan, a copy of which is attached to, and  incorporated by this
reference into, this Nonqualified Stock Option Agreement (this "Agreement"); and
(b) is subject to the terms and conditions of this Agreement.

         This option  shall  expire at the close of  business  on ________  (the
"Expiration Date"),  unless it expires earlier upon the Optionee's ceasing to be
an employee/director of the Company, as provided in the Plan.

         Subject  to the  terms  and  conditions  of the  Plan,  this  option is
exercisable  only  in  accordance  with  the  attached  Exercise  Schedule.  The
applicable  portion(s)  of this option may be exercised by the Optionee in whole
or, from time to time,  in part,  on and after the date(s) it or they  become(s)
exercisable under the Exercise Schedule, and at any time prior to the Expiration
Date;  provided,  however,  that the Optionee may not exercise  this option with
respect  to less  than 10 shares  at any  time,  except  that if at any time the
number of shares remaining  subject to this option is less than 10, the Optionee
may exercise with respect to all such remaining  shares.  The Optionee shall pay
cash for the shares with respect to which this option is  exercised,  unless the
Company later decides to accept another form of  consideration.  Notwithstanding
anything in this  Agreement to the contrary,  in the event an Optionee  seeks to
exercise  options under the Plan, and after giving effect to such exercise,  the
number of Common Shares  purchased  pursuant to the exercise of options  granted
under the Plan and the [PLM  International,  Inc.  Directors'  1995 Stock Option
Plan, as amended (the "1995  Plan")][PLM  International,  Inc.  1998  Management
Stock Option Plan,  as amended (the "1998  Plan")],  during the calendar year in
which such option was exercised  would exceed 416,880 Common Shares (the "Annual
Maximum"), then

                  (a)      the  Company  shall  sell  to  the  Optionee  at  the
                           Exercise  Price  only that  number  of Common  Shares
                           which  equals the  amount,  if any,  by which (i) the
                           Annual  Maximum  exceeds  (ii) the  number  of Common
                           Shares purchased  pursuant to the exercise of options
                           granted under the Plan and the [1995 Plan][1998 Plan]
                           during the  calendar  year in which  such  option was
                           exercised, and

                  (b)      the  Company  shall pay to the  Optionee an amount of
                           cash equal to the number of Common Shares as to which
                           exercise was sought but which were not purchasable as
                           a result of the  limitation  set forth in clause  (a)
                           above  multiplied  by the  excess  of (i) the  market
                           price of the shares at close of  business  on the day
                           prior  to the  date of such  exercise  over  (ii) the
                           Exercise Price,

whereupon  such option shall cease to be  exercisable as to all Common Shares as
to which exercise was sought.

         The Optionee understands that the tax consequences associated with this
option and with Common Shares purchased under this option can be complex and can
depend,  in part,  upon the Optionee's  particular  circumstances.  The Optionee
understands  that,  for  example,  the  exercise  of this option will under some
circumstances  result in the imposition of tax even before the Optionee  resells
the option Common Shares,  and that under some circumstances it may be advisable
for the Optionee to file an election under Section 83(b) of the Internal Revenue
Code of  1986,  as  amended,  with  respect  to the  exercise  of  this  option.
Accordingly,  the Optionee should consult a tax adviser immediately, as there is
a 30-day limit for filing such elections.

         If the Optionee  ceases to be an  employee/director  of the Company for
any reason  (including death or disability)  after the date of the grant of this
option,  the Company shall have the right to repurchase  from the Optionee -- or
his or her personal representative, heir, or legatee -- any Common Shares issued
by the  Company  upon the  exercise  of this option for the same price per share
that the  Optionee  paid to  exercise  this option (the price shown on page 1 of
this Agreement); provided, however, that the Company's right of repurchase shall
lapse as set forth in the attached Repurchase Rights Schedule.

         Lapse  under  the   Repurchase   Rights   Schedule  shall  occur  on  a
first-in-first-out  ("FIFO")  basis to the  extent  possible,  and pro rata when
application  on a FIFO basis is not  possible,  to Common Shares with respect to
which the Company's  repurchase right has not previously  lapsed.  Thus if, when
the Company's repurchase right with respect to a number of Common Shares lapses,
the Optionee has  exercised  this option with respect to a cumulative  number of
Common Shares not exceeding the cumulative  number of Common Shares with respect
to which the Company's  repurchase right lapses, the lapse shall apply to all of
the Common  Shares (a) with  respect to which this  option has  previously  been
exercised and (b) to which no previous lapse has applied,  as well as to (c) all
Common  Shares with respect to which this option shall later be exercised  until
the  cumulative  number of Common  Shares  with  respect to which the  Company's
repurchase  right shall have lapsed shall equal the cumulative  amount of Common
Shares with  respect to which this option has been  exercised.  And,  if, when a
lapse  occurs,  the  Optionee  has  exercised  this  option  with  respect  to a
cumulative  number of Common Shares  exceeding the  cumulative  number of Common
Shares with respect to which the Company's  repurchase  right lapses,  the lapse
shall apply to the Common  Shares with  respect to which both (y) the  Company's
repurchase right has not already lapsed in a prior application of the principles
of this  paragraph,  and (z) the option  described in this  Agreement  was first
exercised.  If the  number of Common  Shares  in a block of Common  Shares  with
respect to which, under the principles of the two preceding  sentences,  a lapse
of the  Company's  repurchase  right  would  apply  exceeds the number of Common
Shares with respect to which the Company's repurchase right lapses, the Optionee
may,  within  30 days of the date as of which  the  lapse  occurs,  request  the
Company to, and the Company shall, issue new Common Share  certificates,  one in
the number of Common Shares with respect to which the Company's repurchase right
has lapsed, the other in the number of the remaining Common Shares in the block.

         The  Company's  repurchase  right,  if any,  shall  be  binding  on all
successors  and assigns of the Optionee.  In exercising  any right of repurchase
the Company  shall give the Optionee -- or his or her  personal  representative,
heir, or legatee -- written  notice of its  intention to  repurchase  any Common
Shares no later  than the later of 10 days  prior to the lapse of the  Company's
repurchase  right  with  respect  to  such  Common  Shares  or the  date  of the
Optionee's  termination  of  employment.  The  purchase  price to be paid by the
Company upon  exercising its  repurchase  right with respect to any Common Share
shall be paid  within  30 days  after  notice to the  Optionee  -- or his or her
personal representative, heir, or legatee -- of the Company's intent to exercise
its repurchase right.

         The Optionee  shall not sell,  transfer,  or  otherwise  dispose of the
number of Common Shares,  if any, which, at any time,  continue to be subject to
the Company's repurchase right.

         The Company may, in its discretion, cause the Common Share certificates
issued to the  Optionee  to bear a legend  that  gives  notice of the  Company's
repurchase  right and of the  Optionee's  obligation  not to transfer the Common
Shares. Alternatively,  or additionally, the Company may require that the Common
Shares be placed in escrow until the Company's  repurchase right with respect to
the Common Shares evidenced by such certificates shall have lapsed.

                                       PLM INTERNATIONAL, INC.


                                       By:________________________________
Date:  _____________                   Its:________________________________

         The Optionee  hereby accepts and agrees to be bound by all of the terms
and  conditions  of this  Agreement,  including  the  Plan,  a copy of  which is
attached.

                                                           --------------------
Date:  ________, 1998                                      Name:


Attachments:      (1) Exercise Schedule
                  (2) Repurchase Right Lapse Schedule
                  (3) 1998 Management Stock Compensation Plan


<PAGE>




ATTACHMENT 1

                                EXERCISE SCHEDULE



         Subject to the terms and conditions set forth in the PLM International,
Inc. Directors' 1995 Stock Option Plan, as amended][PLM International, Inc. 1998
Management Stock Compensation  Plan, as amended],  and in the Nonqulaified Stock
Option Agreement of which this schedule is a part (the "Agreement"),  the option
granted in the Agreement shall become exercisable as follows:

<TABLE>
<CAPTION>

If the  Optionee  continues  to [be  employed  by]       with respect to an initial or additional
[be a director of] the Company on such date,             number of shares equal
to the the option  shall become  exercisable  on         percentage shown below of the
                                                         total number of shares subject to the option
-------------------------------------------------        --------------------------------------------


<S>                                                           <C>   
____________                                                  33.33%

____________                                                  66.66%

____________                                                  100%


</TABLE>

<PAGE>


ATTACHMENT 2

                           REPURCHASE RIGHTS SCHEDULE

         Subject   to  the   terms  and   conditions   set  forth  in  the  [PLM
International,   Inc.   Directors'  1995  Stock  Option  Plan,  as  amended][PLM
International, Inc. 1998 Management Stock Compensation Plan, as amended], and in
the  Nonqualified  Stock Option  Agreement of which this schedule is a part (the
"Agreement"),  the Company's right to repurchase shares issued upon the exercise
of the option shall be as follows:

<TABLE>
<CAPTION>

The Company's  repurchase right shall be on       with respect to a number of shares a
"FIFO" basis, as described in the Agreement       equal to the percentage  shown below
to which this schedule is attached,  on           of the total number of shares that would
                                                  be issued on maximum exercise of this option
---------------------------------------------     ---------------------------------------------

<S>                                                           <C>
____________                                                  66%

____________                                                  33%

____________                                                  0%


</TABLE>