CONFIDENTIAL








                            ASSET PURCHASE AGREEMENT

                                      among

                          MARUBENI AMERICA CORPORATION
                                       and

                             PLM INTERNATIONAL, INC.
                                PLM Rental, Inc.
                               TEC AcquiSub, Inc.
                    PLM TRANSPORTATION EQUIPMENT CORPORATION

                                      dated

                                  May 24, 2000



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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


<S>                                                                                                     <C>
ARTICLE I -PURCHASE AND SALE OF ACQUIRED ASSETS AND ASSUMED LIABILITIES...............................   1
         1.1  DEFINITIONS.............................................................................   1
         1.2  PURCHASE AND SALE OF ASSETS AND ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS................   9
         1.3  CONSIDERATION...........................................................................  12
         1.4  CLOSING.................................................................................  12
         1.5  POST-CLOSING ADJUSTMENT TO THE ESTIMATED PURCHASE PRICE (OTHER THAN THE HOLDBACK AMOUNT)  14

ARTICLE II -RELATED MATTERS...........................................................................  15
         2.1  CONFIDENTIALITY.........................................................................  16
         2.2  FURTHER ASSURANCES; ACCESS TO BOOKS AND RECORDS.........................................  16
         2.3  ACCOUNTS RECEIVABLES/PREPAYMENT ITEMS PROCEEDS..........................................  18
         2.4  ASSIGNMENT AND TRANSFER FEES AND TAXES..................................................  18

ARTICLE III -REPRESENTATIONS AND WARRANTIES OF SELLERS................................................  19
         3.1  CORPORATE ORGANIZATION, ETC.............................................................  20
         3.2  AUTHORIZATION, ETC......................................................................  20
         3.3  NO VIOLATION............................................................................  21
         3.4  TITLE TO ASSETS; ENCUMBRANCES...........................................................  21
         3.5  LITIGATION..............................................................................  25
         3.6  CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES......................................  25
         3.7  CONSENTS................................................................................  25
         3.8  COMPLIANCE WITH LAW.....................................................................  25
         3.9  ASSIGNMENT..............................................................................  26
         3.10  BROKERAGE..............................................................................  26
         3.11  INSIDER INTERESTS......................................................................  26
         3.12  ENVIRONMENTAL, HEALTH AND SAFETY.......................................................  27
         3.13  ACCOUNTS AND NOTES RECEIVABLE..........................................................  27
         3.14  MEES PIERSON FACILITY..................................................................  28
         3.15  SEC FILINGS; FINANCIAL STATEMENTS......................................................  28
         3.16  ABSENCE OF ABSENCE OF CERTAIN CHANGES OR EVENTS........................................  28
         3.17  TAXES..................................................................................  29
         3.18  CONDUCT OF BUSINESS....................................................................  29
         3.19  EMPLOYEES..............................................................................  29
         3.20  MATERIAL MISSTATEMENTS OR OMISSIONS....................................................  30
         3.21  LICENSE OF PLM NAME....................................................................  30
         3.22  NO OTHER WARRANTIES OR REPRESENTATIONS.................................................  30

ARTICLE IV -REPRESENTATIONS AND WARRANTIES OF BUYER...................................................  30
         4.1  CORPORATE ORGANIZATION..................................................................  30
         4.2  AUTHORIZATION, ETC......................................................................  31
         4.3  NO VIOLATION............................................................................  31
         4.4  CONSENTS AND APPROVALS OF GOVERNMENTAL AUTHORITIES......................................  31
         4.5  LITIGATION..............................................................................  31
         4.6  CONSENTS................................................................................  31
         4.7  BROKERAGE...............................................................................  32
         4.8  FUNDING.................................................................................  32
ARTICLE V -COVENANTS OF SELLER........................................................................  32
         5.1  FULL ACCESS.............................................................................  32
         5.2  CONSENTS................................................................................  32
         5.3  HSR ACT FILINGS.........................................................................  32
         5.4  PROXY STATEMENT; STOCKHOLDERS'MEETING...................................................  33
         5.5  CERTIFICATES............................................................................  33
         5.6  AGREEMENTS..............................................................................  33
         5.7  DELIVERY OF ASSETS AND DOCUMENTS........................................................  33
         5.8  REGULAR COURSE OF BUSINESS..............................................................  33
         5.9  BUSINESS RELATIONS......................................................................  34
         5.10  NO DEFAULT.............................................................................  34
         5.11  INTENTIONALLY OMITTED..................................................................  35
         5.12  EXCLUSIVITY............................................................................  36
         5.13  NOTIFICATION; UPDATES TO DISCLOSURE SCHEDULE...........................................  37
         5.14  EMPLOYEES OF THE BUYERS................................................................  38
         5.15  CHANGE OF NAME OF PLM RENTAL...........................................................  38
         5.16 FILING OF MATERIAL CONTRACTS OF PLM.....................................................  38
         5.17 ENVIRONMENTAL INFORMATION...............................................................  38

ARTICLE VI -COVENANTS OF BUYER........................................................................  38
         6.1  CERTIFICATES............................................................................  39
         6.2  HSR ACT FILINGS.........................................................................  39
         6.3  AGREEMENTS..............................................................................  39
         6.4  EMPLOYEES...............................................................................  39
         6.5  RE-TITLING; TRANSFER TAXES..............................................................  40
         6.6  DISCHARGE OF OBLIGATIONS................................................................  41
         6.7  NOTIFICATION............................................................................  41
         6.8  ENVIRONMENTAL ASSESSMENTS...............................................................  41
         6.9  RELEASES................................................................................  41

ARTICLE VII -CONDITIONS TO THE OBLIGATIONS OF SELLERS.................................................  42
         7.1  REPRESENTATIONS AND WARRANTIES TRUE.....................................................  42
         7.2  PERFORMANCE.............................................................................  42
         7.3  HSR ACT WAITING PERIODS; NO GOVERNMENTAL PROCEEDING OR LITIGATION.......................  42
         7.4  NO INJUNCTION...........................................................................  42
         7.5  CERTIFICATES............................................................................  42
         7.6  OPINION OF BUYER'S COUNSEL..............................................................  42
         7.7  STOCKHOLDER APPROVAL....................................................................  43
         7.8  ESCROW AGREEMENT........................................................................  43
         7.9 EMPLOYMENT ARRANGEMENTS..................................................................  43

ARTICLE VIII -CONDITIONS TO OBLIGATIONS OF BUYER......................................................  43
         8.1  REPRESENTATIONS AND WARRANTIES TRUE.....................................................  43
         8.2  PERFORMANCE.............................................................................  43
         8.3  HSR ACT WAITING PERIODS; NO GOVERNMENTAL PROCEEDING OR LITIGATION.......................  43
         8.4  NO INJUNCTION...........................................................................  44
         8.5  OPINION OF SELLER'S COUNSEL.............................................................  44
         8.6  CONSENTS OBTAINED; 90% OF THE BUSINESS OBTAINED; ENVIRONMENTAL INSURANCE OBTAINED.......  44
         8.7  AGREEMENTS..............................................................................  45
         8.8  PLM STOCKHOLDER APPROVAL................................................................  45
         8.9  EMPLOYMENT ARRANGEMENTS.................................................................  45
         8.10 PARTNERSHIP'S ASSET PURCHASE AGREEMENT..................................................  45
         8.11 NO BUSINESS MATERIAL ADVERSE EFFECT SINCE MARCH 31, 2000................................  45

ARTICLE IX -SURVIVAL; INDEMNIFICATION.................................................................  45
         9.1  SURVIVAL................................................................................  45
         9.2  INDEMNIFICATION BY BUYER................................................................  46
         9.3  INDEMNIFICATION BY SELLERS..............................................................  46
         9.4  INDEMNIFICATION PROCEDURES..............................................................  46
         9.5  INDEMNIFICATION LIMITS..................................................................  47

ARTICLE X -TERMINATION AND ABANDONMENT................................................................  48
         10.1 METHODS OF TERMINATION..................................................................  48
         10.2 PROCEDURE UPON TERMINATION..............................................................  49
         10.3  BREAK-UP FEE...........................................................................  49
ARTICLE XI -MISCELLANEOUS.............................................................................  50
         11.1 TIME OF THE ESSENCE.....................................................................  50
         11.2 AMENDMENT AND MODIFICATION..............................................................  50
         11.3  WAIVER OF COMPLIANCE...................................................................  50
         11.4 EXPENSES................................................................................  50
         11.5 NOTICES.................................................................................  50
         11.6 ASSIGNMENT..............................................................................  51
         11.7 PUBLICITY...............................................................................  51
         11.8 GOVERNING LAW...........................................................................  52
         11.9 ARBITRATION.............................................................................  52
         11.10 COUNTERPARTS...........................................................................  53
         11.11 HEADINGS...............................................................................  53
         11.12 ENTIRE AGREEMENT.......................................................................  53
         11.13 THIRD PARTIES..........................................................................  53
         11.14 SEVERABILITY...........................................................................  53
         11.15 SOLE REMEDY............................................................................  53
         11.16 PLM LIABILITY WITH RESPECT TO THE PARTNERSHIPS ASSET PURCHASE AGREEMENT................  53

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                                    EXHIBITS

A-1      Owned Transportation Equipment

A-2      Customer Equipment Leases

A-3      TRAC Lease Transportation Equipment and TRAC Leases

A-4      Equipment Purchase Orders and Purchase Order Transportation Equipment

B-1      Leased Facilities and Facility Leases

B-2      Subleased Facilities and Facility Subleases

C-1      Other Assets

C-2      Information Systems Contracts

C-3      Miscellaneous Contractual Obligations

C-4      Receivables/Prepayment Items

D        Form of Assignment and Assumption of Equipment Purchase Orders

E-1 and E-1A Form of Assignment and Assumption of Customer Equipment Leases

E-2      Form of Assignment and Assumption of Information Systems Contracts

E-3      Form  of  Assignment  and  Assumption  of  Miscellaneous   Contractual
         Obligations

F        Form of Assignment and Assumption of TRAC Leases

G-1      Form of Assignment and Assumption of Facility Leases

G-2      Form of Assignment and Assumption of Facility Subleases

G-3      Form of Assignment and Assumption of Mees Pierson Facility

G-4      Form of Transition Services Agreement

H        Form of Sellers Bill of Sale

J        Form of License of PLM Name

K        Form of Opinion of Buyer's Counsel

L        Form of Opinion of Sellers' Counsel

N        Intentionally Omitted

P        Intentionally Omitted

Q        Escrow Agreement

R        Releases

S        Form of Partnerships Asset Purchase Agreement

T        Form of Non-Competition Agreement

U        PLM Name

                                    SCHEDULES

Schedule 1 - Purchase Price

Schedule 2.4-List of Taxing Jurisdictions

Schedule 3 - Sellers Disclosure Schedule

Schedule 8.6 - Consents obtained for satisfaction of Condition and Environmental
Insurance



<PAGE>




                            ASSET PURCHASE AGREEMENT


         This ASSET PURCHASE AGREEMENT ("Agreement") dated May 24, 2000 is among
Marubeni America Corporation, a New York corporation, PLM International, Inc., a
Delaware  corporation,  PLM Rental, Inc, a Delaware  corporation,  TEC AcquiSub,
Inc., a California corporation,  and PLM Transportation Equipment Corporation, a
California corporation.

         This Agreement  sets forth the terms and conditions  upon which Sellers
will sell, and Buyer will purchase,  all of the Acquired  Assets and the Assumed
Liabilities.  As herein  set  forth,  Buyer is  permitted  to assign  its rights
hereunder to MAC  Leasing,  Inc. or any  Affiliate  that is a direct or indirect
subsidiary of Marubeni Corporation.  Concurrently herewith, the Partnerships and
Buyer will enter into the  Partnerships  Asset  Purchase  Agreement  whereby the
Partnerships will sell, and Buyer will purchase,  those assets and agreements of
the Business that are owned by the Partnerships.

         In consideration of the mutual agreements  contained herein,  intending
to be legally bound hereby, the parties hereto agree as follows:

                                    Article I

          PURCHASE AND SALE OF ACQUIRED ASSETS AND ASSUMED LIABILITIES

         1.1  Definitions.  For purposes of this Agreement,  except as otherwise
expressly provided or unless the context otherwise requires:

         "Acquired Assets" means,  collectively,  the Transportation  Equipment,
the Receivables/Prepayment Items, the Inventory, the PLM Name, the Other Assets,
the Equipment Purchase Orders, the Facility Leases, the Facility Subleases,  the
Customer Equipment Leases,  the TRAC Leases,  the Information  Systems Contracts
and the assets  that are set forth on  Schedule  1 to the  extent not  otherwise
identified in the foregoing items.

         "Acquisition  Proposal"  means  any  inquiry,  proposal  or offer for a
transaction  involving the lease other than in the ordinary  course of business,
sale or other  disposition  of all, or any portion or portions  representing  in
aggregate 50% or more of the net book value, of the Business.

         "Affiliate"  shall  have the  meaning  prescribed  by Rule 12b-2 of the
regulations promulgated pursuant to the Securities Exchange Act.

         "Assignment  and  Assumption  of Customer  Equipment  Leases"  means an
assignment and assumption of Customer Equipment Leases substantially in the form
attached  hereto as Exhibit  E-1 (and E-1A with  respect to  Customer  Equipment
Leases owned by PLM Investment Management or PLM FSI).

         "Assignment and Assumption of Information  System  Contracts"  means an
assignment and assumption of Information  System Contracts  substantially in the
form attached hereto as Exhibit E-2.

         "Assignment and Assumption of Facility  Leases" means an assignment and
assumption  of Facility  Leases  substantially  in the form  attached  hereto as
Exhibit G-1.

         "Assignment and Assumption of Facility  Subleases"  means an assignment
and assumption of Facility  Subleases  substantially in the form attached hereto
as Exhibit G-2.

         "Assignment  and  Assumption  of Equipment  Purchase  Orders"  means an
assignment and assumption of Equipment Purchase Orders substantially in the form
attached hereto as Exhibit D.

         "Assignment   and  Assumption  of  Mees  Pierson   Facility"  means  an
assignment and assumption of the Mees Pierson Facility substantially in the form
attached hereto as Exhibit G-3.

         "Assignment and Assumption of  Miscellaneous  Contractual  Obligations"
means an assignment and assumption of the Miscellaneous  Contractual Obligations
substantially in the form attached hereto as Exhibit E-3.

         "Assignment  and  Assumption of TRAC Leases"  means an  assignment  and
assumption  of the TRAC  Leases  substantially  in the form  attached  hereto as
Exhibit F.

         "Assumed  Liabilities"  means,  collectively,  the  Equipment  Purchase
Orders,  the Facility Leases,  the Facility  Subleases,  the Customer  Equipment
Leases,  TRAC Leases, the Mees Pierson Facility,  the Miscellaneous  Contractual
Obligations,  the Information Systems Contracts and the liabilities that are set
forth on  Schedule 1 to the extent not  otherwise  identified  in the  foregoing
items.

         "Business"  means  all of  those  assets  and  agreements  of  Sellers,
Affiliates of Sellers and the Partnerships  that are necessary for those trailer
leasing operations carried on under the PLM Name.

         "Business  Material  Adverse  Effect" shall mean,  for purposes of this
Agreement,  any  change,  event or  effect  that is  materially  adverse  to the
business,   assets  (including  intangible  assets),   condition  (financial  or
otherwise),  prospects,  properties, or results of operations of the Business or
the  Acquired  Assets,  except for those  changes,  events and effects  that are
caused by (i) general business or economic conditions affecting the U.S. economy
as a whole,  (ii)  conditions  affecting  the  industry  in which  the  Business
competes as a whole,  (iii)  conditions  resulting from the announcement of this
Agreement  or the  pendency  of the  consummation  of this  Agreement,  and (iv)
conditions  resulting from or relating to the taking of any action  contemplated
by this Agreement and not in violation of Section 5.8 or otherwise  agreed to in
writing by Buyer.

         "Buyer" means Marubeni America Corporation,  a corporation formed under
the laws of the State of Delaware.

         "Closing" means the closing referred to in  Section 1.4 of this
Agreement.

         "Closing Date" means 12:01 a.m. of the date on which the Closing
occurs.

         "Closing  List"  means  the  lists  in  substantially  the  form of the
relevant  Exhibits,  wherever such Exhibits are applicable,  which: (A) shall be
prepared by Sellers as of not less than three business days prior to Closing and
provided to Buyer not less than three business days prior to Closing,  but shall
be updated and made  accurate as of the Closing  Date and provided to Buyer when
the Closing  Financial  Statements  are  delivered to Buyer  pursuant to Section
1.5(a)  below,  and (B) shall be of: (a) Owned  Transportation  Equipment,  TRAC
Lease   Transportation   Equipment   and  TRAC  Leases,   and   Purchase   Order
Transportation  Equipment and Equipment  Purchase Orders, (b) Leased Facilities,
Facility  Leases,   Subleased   Facilities  and  Facility  Subleases,   and  (c)
Receivables/Prepayment Items, Customer Equipment Leases, the Information Systems
Contracts, PLM Name, and Other Assets as of the Closing Date.

         "Customer Equipment Leases" means the trailer lease agreements, trailer
rental  agreements  and any other leases or subleases,  together,  in each case,
with any  amendments  thereto and related  security  and other  deposits (to the
extent  that such  deposits  have not been used to reduce the  Purchase  Price),
guarantees and security agreements,  related to (i) the Transportation Equipment
with Sellers as lessor or sublessor,  and (ii) the Equipment owned by any of the
Partnerships or PLM Investment  Management or PLM FSI with such entity as lessor
or  sublessor,  in either case whether  existing in written form or evidenced by
computer records and data of Sellers,  all of such Customer Equipment Leases, as
of the date hereof being listed on Exhibit A-2 hereto.

         "Damages" means,  whether suffered in connection with this Agreement or
the Partnerships Asset Purchase  Agreement,  any assessments,  losses,  damages,
judgments,  liabilities,  claims, losses, charges,  actions, suits, proceedings,
Taxes, deficiencies,  interest, penalties, costs and expenses, including without
limitation reasonable attorneys' fees, removal costs, remediation costs, closure
costs, fines,  penalties and expenses of investigation and ongoing  monitoring),
which for the  avoidance  of doubt it is  expressly  agreed and  understood  are
irrespective of any actual or potential  recovery under any insurance (except to
the extent  specifically set forth in Section 9.5), and all references herein to
Damages  shall  be  determined  by  reference  not  only to  those  suffered  in
connection  with  this  Agreement  but  also  the  Partnerships  Asset  Purchase
Agreement.

         "Environmental,   Health  and  Safety  Laws"  means  the  Comprehensive
Environmental Response,  Compensation and Liability Act of 1980 and the Resource
Conservation and Recovery Act of 1976, each as amended,  together with all other
laws (including without limitation,  statutes,  common law, rules,  regulations,
codes,  plans,  injunctions,  judgments,  orders,  decrees,  rulings and changes
thereunder) of federal,  state and local  governments (and all agencies thereof)
concerning  pollution or  protection  of the  environment  and public health and
safety,  including  without  limitation laws relating to emissions,  discharges,
releases  or  threatened  releases  of  pollutants,  contaminants  or  chemical,
industrial,  hazardous or toxic  materials  or wastes into ambient air,  surface
water,  ground  water  or  lands  or  otherwise  relating  to  the  manufacture,
processing,  distribution,  use,  treatment,  storage,  disposal,  transport  or
handling of pollutants, contaminants or chemical, industrial, hazardous or toxic
materials, substances or wastes.

         "Equipment" means new or used trailers,  refrigeration units for use on
trailers, and all ancillary components for trailers and refrigeration units.

         "Equipment Purchase Orders" means the equipment purchase orders, vendor
invoices  and/or  other  obligations  of Sellers  relating  to the  purchase  of
Equipment,  all of such  Equipment  Purchase  Orders as of the date hereof being
listed on Exhibit A-4 hereto.

         "Escrow  Agreement"  means  an  agreement  substantially  in  the  form
attached  hereto as Exhibit Q and the escrow  agent  thereunder  shall be any of
Harris Bank, Wells Fargo Bank,  Imperial Bank or any such other bank independent
of the parties mutually agreed upon by the parties.

         "Estimated  Purchase  Price"  shall  mean the amount as  calculated  in
accordance  with Schedule 1, which schedule sets forth the  methodology by which
the Purchase Price will be determined,  such amount to be determined  using such
methodology  and  reviewed by KPMG,  LLP with Buyer to be notified of the amount
thereof not less than three  business  days before the Closing,  and such amount
will reflect the estimated  net book value of the estimated  assets that are set
forth  on  Schedule  1 less the  estimated  liabilities  that  are set  forth on
Schedule 1, estimated as of the Closing Date, plus the Premium.

         "Excluded  Liabilities"  means all liabilities or obligations  that are
either: (A) not fairly and accurately  identified herein as Assumed Liabilities,
or (B) Pre-Closing Liabilities.

         "Exhibit A" means  Exhibits A-1, A-2 , A-3 and A-4.

         "Exhibit B" means  Exhibits B-1 and B-2.

         "Exhibit C" means  Exhibits C-1, C-2, C-3 and C-4.

         "Facility  Leases" means the leases relating to the Leased  Facilities,
all of such Facility Leases,  as of the date hereof,  together with all relevant
permits  or  authorizations  relating  to  zoning  or  land  use  in  connection
therewith, being listed and described on Exhibit B-1.

         "Facility  Subleases"  means the  subleases  relating to the  Subleased
Facilities,  all of such Facility Subleases as of the date hereof, together with
all  relevant  permits  or  authorizations  relating  to  zoning  or land use in
connection  therewith and any deposits that relate to the Subleased  Facilities,
being listed and described on Exhibit B-2.

         "GAAP" means  generally  accepted  accounting  principles  consistently
applied as in the consolidated  financial statements of PLM for the period ended
December 31, 1999.

         "Holdback  Amount"  shall bear the same meaning as shall be assigned to
such term in the Escrow Agreement.

         "HSR Act" means the  Hart-Scott-Rodino  Antitrust  Improvements  Act of
1976, as amended.

         "Inventory"  means the entire tire and parts  inventory  of the Sellers
relating to the repair and maintenance of the  Transportation  Equipment as such
Inventory exists on the Closing Date.

         "Information   Systems   Contracts"  means  the  contracts   concerning
information systems relating to the Business as set forth on Exhibit C-2.

         "Knowledge" with respect to:(i) the Sellers,  means,  after having made
reasonable  inquiries  of each  of  their  respective  officers,  directors  and
responsible employees,  (and in the case of Section 3.12(a)(ii),  (c) and (d) to
the  extent  the  defined  term  is  referred  to in  such  subsections,  having
interviewed those of Sellers' employees with knowledge of  environmental-related
issues associated with any of the Leased  Facilities),  the actual knowledge of,
or the receipt of notification by, Mr. Tidball, Mr. Goodrich,  Mr. Chandler, Mr.
Jardine,  Mr. Bronson,  Mr. Rhea, Mr. Alpert, Mr. Headley, Mr. Brock, Ms. Austin
and Ms. Santo; and (ii) the Buyer, means, after having made reasonable inquiries
of its officers,  directors and responsible employees,  the actual knowledge of,
or the receipt of notification by, any senior executive officer of Buyer.

         "Leased  Facility" or "Leased  Facilities" means the land and buildings
which are leased by Sellers as lessees pursuant to the Facility  Leases,  all of
such Leased  Facilities  as at the date hereof  being  listed and  described  on
Exhibit B-1 hereto.

         "License of PLM Name" means the  irrevocable,  royalty-free  license of
the PLM Name, substantially in the form attached hereto as Exhibit J.

         "Mees Pierson  Facility"  means that certain loan facility  extended to
PLM  pursuant to the Facility  Agreement  dated as of May 6, 1999 between PLM as
borrower  and Mees Pierson  N.V. as lender,  as  consented  and agreed to by PLM
Rental.

         "Miscellaneous  Contractual Obligations" means the types of obligations
of the Business as set forth on Exhibit C-3, to the extent fairly and accurately
identified and not incurred in violation of Section 5.8.

         "Non-Competition  Agreement"  means the agreement  substantially in the
form attached as Exhibit T.

         "Other Assets" means  Sellers' owned and leased  interests and licenses
in and of the service  vehicles,  yard tractors,  equipment,  office  furniture,
computer  hardware  and  software,  books and  records  and other  tangible  and
intangible  personal  property of Sellers  relating to the Business being listed
and described on Exhibit C-1 hereto.

         "Owned Transportation  Equipment" means the units of Equipment owned by
Sellers as of the date hereof and listed and described on Exhibit A-1 hereto.

         "Partnerships"  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, a California limited partnership,  and Professional Lease Management Income
Fund, L.L.C., a California limited liability company

         "Partnerships  Asset  Purchase  Agreement"  means  that  certain  asset
purchase  agreement  dated as of the date hereof  between the  Partnerships  and
Buyer.

         "PLM" means PLM International, Inc., a Delaware corporation.

         "PLM FSI" means PLM Financial Services, Inc., a Delaware corporation.

         "PLM Investment  Management" means PLM Investment  Management,  Inc., a
California corporation.

         "PLM Rental" means PLM Rental, Inc., a Delaware corporation.

         "PLM Trailer  Leasing"  means any trade name under which Sellers or the
Partnerships are "doing business as" in connection with the Business  (including
without  limitation  PLM  Rental)  and,  in the case of the name of PLM  Trailer
Leasing,  which is the trade name under which PLM has  registered a service mark
and obtained a  Certificate  of  Registration  with the United States Patent and
Trademark Office.

         "PLM Name" means "PLM Trailer  Leasing" and related marks as listed and
described on Exhibit U hereto.

         "PLM  Stockholder  Approval" means the affirmative vote of holders of a
majority of the outstanding shares of the Common Stock of PLM approving the sale
by PLM to the Buyer of the  Acquired  Assets  owned by it for itself and not the
other Sellers.

         "PLM Subsidiaries" means collectively: (i) PLM Rental, Inc., a Delaware
corporation;  (ii) TEC  AcquiSub,  Inc.,  a  California  corporation;  (iii) PLM
Transportation  Equipment  Corporation,  a  California  corporation;   (iv)  PLM
Investment Management,  Inc., a California  corporation;  and (iv) PLM Financial
Services, Inc., a Delaware corporation.

         "PLM TEC" means PLM Transportation Equipment Corporation,  a California
corporation.

         "Post-Closing  Liabilities"  means  liabilities or obligations  arising
from or relating to the  ownership,  use or operation of the Acquired  Assets or
the Assumed Liabilities or the Business on or after the Closing Date.

         "Pre-Closing  Liabilities"  means (other than those that are fairly and
accurately identified herein as Assumed Liabilities)  liabilities or obligations
arising  from or relating to the  ownership,  use or  operation  of the Acquired
Assets or the Assumed  Liabilities  or the  Business  before the  Closing  Date,
including without  limitation with respect to (i) all liabilities or obligations
of Sellers for sales and use and  employment  Taxes  arising from or relating to
transactions  of Sellers  prior to  Closing,  for unpaid  Taxes of any person or
entity under Treasury  Regulation  1.1502-6 (or any similar  provision of state,
local or foreign law),  or otherwise  for Taxes due,  accrued or relating to the
period prior to Closing,  (ii) all  liabilities  or obligations of Sellers under
any  arbitration  or litigation  proceeding,  or any claims  alleged or asserted
relating to any event, circumstance or occurrence,  arising prior to Closing, or
(iii) all liabilities or obligations attributable to any period prior to Closing
arising under any Environmental, Health and Safety Laws.

         "Premium" is the amount  identified  in the defined term  "Premium" set
forth in Schedule 1.

         "Purchase Order  Transportation  Equipment" means any unit of Equipment
for which the Sellers have entered into an Equipment  Purchase Order,  and which
is purchased by Sellers  between the date hereof and the Closing Date,  which is
described on Exhibit A-4 hereto.

         "Purchase  Price"  shall have the meaning  ascribed  thereto in Section
1.5(c).

         "Receivables/Prepayment   Items"   means  all  of   Sellers'   accounts
receivable  related  to or  arising  from the  Acquired  Assets  or the  Assumed
Liabilities,  net of any loss reserves,  and together with any prepaid  expenses
related to or arising from the Acquired Assets or the Assumed  Liabilities,  any
claims related to or arising from the Acquired Assets or the Assumed Liabilities
against  any third  party,  and any  rebates  or  recoveries  or  proceeds  from
insurance  coverage or third  parties  related to or arising  from the  Acquired
Assets or the  Assumed  Liabilities,  the types of all of which are set forth on
Exhibit C-4.

         "Reconciliation  Schedule"  means a list of all  Equipment  deleted  or
added  to the  Transportation  Equipment  after  the date  hereof  and as of the
Closing Date. Such "deleted" units of  Transportation  Equipment are those units
of Transportation Equipment that are listed on Exhibits A-1, A-2 and A-3 but are
not listed on the Closing List. Such "added" units of  Transportation  Equipment
are those units of Purchase Order Transportation  Equipment which are not listed
on  Exhibits  A-1,  A-2  and  A-3  but  are  listed  on the  Closing  List.  The
Reconciliation  Schedule  shall be prepared by Sellers as of not less than three
business  days  prior to  Closing  and  provided  to Buyer not less  than  three
business days prior to Closing, but shall be updated and made accurate as of the
Closing Date and  provided to Buyer when the Closing  Financial  Statements  are
delivered to Buyer pursuant to Section 1.5(a) below.

         "Rental Contract" means those Customer  Equipment Leases identified and
listed on Exhibit  A-2 and which are  documented  in  substantially  the form of
Section 3.4.4 of the Sellers Disclosure Schedule.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Sellers" means PLM, PLM Rental, TEC, and PLM TEC.

         "Sellers  Bill of Sale"  means  the  bill of sale in the form  attached
hereto as Exhibit H delivered by each Seller pursuant to Section 1.4(b)(i).

         "Sellers  Disclosure  Schedule" means the document delivered by Sellers
to Buyer  simultaneously  with the execution  hereof  containing the information
required to be included therein pursuant to this Agreement.

         "Subleased  Facility"  means  each  Leased  Facility  that a Seller has
subleased as sublessor  pursuant to a Facility  Sublease,  all of such Subleased
Facilities as of the date hereof being listed and described on Exhibit B-2.

         "Superior Proposal" means any unsolicited bona fide written Acquisition
Proposal,  for which  financing,  to the extent required,  is committed,  from a
party other than Buyer or its  Affiliates,  which the board of  directors of PLM
determines in good faith in compliance with its fiduciary  duties under Delaware
law based upon the advice of outside legal counsel and after  consultation  with
reputable investment bankers is superior to the transaction contemplated by this
Agreement.

         "Taxes"  shall  mean  all  federal,  state,  local  or  foreign  taxes,
including but not limited to income,  gross receipts,  windfall  profits,  value
added, severance,  property, production, sales, use, license, excise, franchise,
custom  duty,  employment,  withholding  or  similar  taxes,  together  with any
interest,  additions  or  penalties  with  respect  thereto and any  interest in
respect of such additions or penalties.

         "TEC" means TEC AcquiSub, Inc., a California corporation.

         "Term Lease" means those Customer  Equipment Leases that are not Rental
Contracts.

         "TRAC Lease Transportation Equipment" means the units of transportation
equipment  leased by  Sellers  as lessee  from  certain  financial  institutions
pursuant to the TRAC Leases , all of such TRAC Lease Transportation Equipment at
the date hereof being listed and described on Exhibit A-3 hereto.

         "TRAC  Leases"  means the TRAC leases  which  relate to the TRAC Leased
Transportation Equipment, pursuant to which a Seller is lessee, all of such TRAC
Leases as of the date hereof being listed and described on Exhibit A-3 hereto.

         "Transition  Services  Agreement"  means an  agreement  between PLM and
Buyer, in the form attached hereto as Exhibit G-4.

         "Transportation  Equipment" means the Owned  Transportation  Equipment,
the TRAC Lease  Transportation  Equipment and the Purchase Order  Transportation
Equipment.

         The  plural  or  singular  of any  defined  term  shall  have a meaning
correlative to such defined term.

         1.2  Purchase  and Sale of Assets  and  Assignment  and  Assumption  of
Obligations.  Upon and subject to the terms and conditions of this Agreement, at
the Closing:

                  (a) Sellers will sell, transfer, convey, assign and deliver to
         Buyer, and Buyer shall purchase,  acquire and accept from Sellers,  all
         of Sellers'  right,  title,  interest and  obligations  in the Acquired
         Assets   and  the   Assumed   Liabilities,   together   with   (i)  all
         manufacturers'   warranties  (to  the  extent  assignable),   technical
         information  and  specifications,  license  plates (where  permitted by
         law),  certificates  of title  and all  other  rights  relating  to the
         Transportation  Equipment, (ii) all security and other deposits paid to
         or  deposited  with Sellers  under the terms of any Customer  Equipment
         Lease and which have not been refunded or paid pursuant to the terms of
         such Customer  Equipment  Lease,  to the extent that such deposits have
         not  been  used to  reduce  the  Purchase  Price,  (iii)  all  existing
         correspondence  and contract files relating to the Acquired  Assets and
         the Assumed Liabilities, and (iv) the books, records (including without
         limitation,  with respect to Purchase Order  Transportation  Equipment,
         copies of  correspondence,  specifications  and delivery dates for such
         units of equipment), copies of electronic data files, billing files and
         credit files relating to vendors and customers of the Business;

                  (b)  Sellers  will  assign to Buyer,  and Buyer  will  assume,
         acquire  and  accept,  all  of  Sellers'  right,  title,  interest  and
         obligations as lessee in and to the Facility Leases and the TRAC Leases
         described on the Closing List, in the form of  Assignments  attached as
         Exhibits F and G-1;

                  (c)  Sellers  will  assign to Buyer,  and Buyer  will  assume,
         acquire and accept all of Sellers' right,  title and interest as lessor
         in and to the  Facility  Subleases  and the Customer  Equipment  Leases
         described on the Closing List, in the form of  Assignments  attached as
         Exhibits G-2 and E-1 (other than those of the Customer Equipment Leases
         owned by PLM Investment Management and PLM FSI);

                  (d)  Sellers  will  assign to Buyer,  and Buyer  will  assume,
         acquire  and  accept,  all  of  Sellers'  right,  title,  interest  and
         obligations in and to Equipment Purchase Orders listed and described on
         the Closing List, in the form of Assignments attached as Exhibit D;

                  (e) Sellers will enter into the License of PLM Name to license
         to Buyer  and/or other entity or entities  designated  by Buyer,  on an
         exclusive  basis,  the PLM Name, and Sellers will enter into with Buyer
         and/or  other  entity or entities  designated  by Buyer the  Transition
         Services Agreement and the Non-Competition Agreement;

                  (f) Seller will assign to Buyer and Buyer will assume, acquire
         and accept, all of Seller's right,  title,  interest and obligations in
         and to the Mees Pierson Facility, in the form of Assignment attached as
         Exhibit G-3;

                  (g)  Sellers  will  assign  to Buyer and  Buyer  will  assume,
         acquire  and  accept,  all  of  Seller's  right,  title,  interest  and
         obligations in and to the Miscellaneous Contractual Obligations, in the
         form of Assignment attached as Exhibit E-3; and

                  (h)  Sellers  will  assign  to Buyer and  Buyer  will  assume,
         acquire  and  accept,  all  of  Seller's  right,  title,  interest  and
         obligations in and to the Information Systems Contracts, in the form of
         Assignment attached as Exhibit E-2.

                  (i) Sellers will cause each of PLM  Investment  Management and
         PLM FSI to  transfer  and/or  assign to Buyer and  Buyer  will  assume,
         acquire  and accept,  all of PLM  Investment  Management  and PLM FSI's
         right, title,  interest and obligations in and to those of the Customer
         Equipment Leases owned by PLM Investment Management and PLM FSI, in the
         form of Assignment attached as Exhibit E-1A.

         Other than the Assumed  Liabilities,  Buyer will not assume or have any
responsibility with respect to any other obligation or liability of Sellers. For
the avoidance of doubt, it is expressly agreed and understood that the Threshold
(as defined in Section  9.5) and other  limitations  on survival or otherwise in
Article IX are not applicable with respect to the Excluded Liabilities, with the
exception of those  liabilities or obligations  attributable to any period prior
to  Closing   arising   under  any   Environmental,   Health  and  Safety  Laws.
Notwithstanding  anything  herein to the  contrary,  Buyer  may,  based upon (x)
information  received  concerning  impairments  to title that are  disclosed  by
Sellers to Buyer after the date hereof which  materially  and adversely  affects
the use  consistent  with past  practice  of the Leased  Facilities,  or (y) the
results of  environmental  assessments  received by Buyer,  or if no  definitive
environmental assessment has been received by Buyer based upon any environmental
information  received  up to the time of Buyer's  determination,  select,  up to
sixty (60) days after the date hereof,  or if Buyer has not had sufficient  time
to receive  definitive  environmental  assessments,  or to review any definitive
environmental  assessment  received,  as a result  of events  substantially  and
reasonably  beyond  the  control  of Buyer,  up to such date being no later than
ninety (90) days after the date hereof (with Closing being deferred until ninety
(90) days after the date hereof in the event that all conditions to Closing have
otherwise been  satisfied or waived prior to such date),  any one or more of the
Leased  Facilities,  up to a maximum of ten (10) Leased  Facilities,  that Buyer
shall determine not to purchase  hereunder,  so that Acquired Assets and Assumed
Liabilities  no longer  include any such Leased  Facility;  provided  that Buyer
shall only be permitted  not to purchase any such Leased  Facility to the extent
that Buyer  nevertheless  remains  responsible for acquiring all of those assets
that are Acquired Assets relating to that Leased Facility and that to the extent
that Closing has been deferred for the reasons set forth above, Buyer shall have
used  its  best  efforts  to  have  received  and  reviewed  such  environmental
assessments within such ninety (90) day period.

         1.3 Consideration. Upon and subject to the terms and conditions of this
Agreement,  in reliance on the  representations,  warranties  and  agreements of
Sellers contained herein, and in consideration of the sale, assignment, transfer
and delivery of the Acquired  Assets,  referred to in Section 1.2 hereof,  Buyer
will deliver,  or cause to be delivered,  the Estimated Purchase Price (less the
Holdback  Amount) at the Closing,  and the  Holdback  Amount to the escrow agent
under the Escrow Agreement, together with the following:

                  (a)      the Assignment and Assumption of TRAC Leases;

                  (b)      the Assignment and Assumption of Customer  Equipment
                           Leases;

                  (c)      the Assignment and Assumption of Facility Leases;

                  (d)      the Assignment and Assumption of Facility Subleases;

                  (e)      the Assignment and Assumption of Equipment  Purchase
                           Orders;

                  (f)      the   Assignment  and  Assumption  of  Mees  Pierson
                           Facility;

                  (g)      the  Assignment  and  Assumption of the  Information
                           Systems Contracts; and

                  (h)      the  Assignment  and  Assumption  of   Miscellaneous
                           Contractual Obligations.


         1.4  Closing.

                  (a) Subject to the terms and provisions of this Agreement, the
         Closing of the  transactions  contemplated  by this Agreement will take
         place at the  offices  of Greene  Radovsky  Maloney & Share  LLP,  Four
         Embarcadero Center, Suite 4000, San Francisco,  California 94111 on the
         later  of  sixty  days  after  the  date  hereof  (unless  deferred  in
         accordance with Section 1.2 or Section 2.4) and the second business day
         following  satisfaction or waiver of all of the conditions set forth in
         Articles VII and VIII, at 10:00 A.M., local time, or at such other time
         and place as may be agreed upon by the parties hereto.

                  (b) At the Closing,  each Seller will deliver to Buyer (or, in
         the case of (v), will cause PLM  Investment  Management  and PLM FSI to
         deliver to Buyer):  (i) a duly executed  Sellers Bill of Sale; (ii) all
         documents of title, instruments and deeds necessary to transfer, assign
         and convey  ownership  to Buyer of all of the  Acquired  Assets and the
         Assumed  Liabilities,  which, at Sellers' option and only for the Owned
         Transportation  Equipment,  may  take the form of  executed  powers  of
         attorney;  (iii) duly  executed  counterparts  of each  Assignment  and
         Assumption  of TRAC Leases,  together with an original  fully  executed
         copy of each  TRAC  Lease (if in  Sellers'  possession  and,  if not in
         Sellers'  possession,  a true and complete copy  thereof);  (iv) a duly
         executed  counterpart  of the Assignment and Assumption of Mees Pierson
         Facility  together  with a  fully  executed  copy  thereof;  (v) a duly
         executed  counterpart  of the  Assignment  and  Assumption  of Customer
         Equipment  Leases,  (together  with all  security  and  other  deposits
         required under the Customer  Equipment  Leases, to the extent that such
         deposits have not been used to reduce the Purchase Price);  (vi) a duly
         executed  counterpart  of each  Assignment  and  Assumption of Facility
         Sublease  described in Section 1.2(c) hereof  together with an original
         Facility  Sublease  (together also with all security and other deposits
         required under the Facility Subleases, to the extent that such deposits
         have not been used to reduce the Purchase Price); (vii) a duly executed
         counterpart  of each  Assignment  and  Assumption  of  Facility  Lease,
         together with an original executed copy of each Facility Lease,  (viii)
         a duly  executed  counterpart  of each  Assignment  and  Assumption  of
         Equipment  Purchase  Order,  together  with  an  original  copy of each
         agreement,  invoice  or  other  document  relating  to  each  Equipment
         Purchase  Order;  (ix) an original  executed copy of the License of PLM
         Name;  (x) executed  copies of the consents  referred to in Section 8.6
         hereof; (xi) the opinions of counsel referred to in Section 8.5 hereof;
         (xii) the Closing List and the Reconciliation  Schedule;  (xiii) a duly
         executed   Transition   Services   Agreement   and  a   duly   executed
         Non-Competition   Agreement;  (xiv)  a  duly  executed  Assignment  and
         Assumption  of  the  Information  Systems  Contracts;  and  (xv) a duly
         executed   Assignment  and  Assumption  of  Miscellaneous   Contractual
         Obligations.

                  (c) At the Closing,  Buyer will deliver to Sellers (or, in the
         case of (iii), will deliver to PLM Investment  Management and PLM FSI):
         (i) duly executed  counterparts  of each  Assignment  and Assumption of
         TRAC Leases;  (ii) a duly executed  counterpart  of the  Assignment and
         Assumption of Mees Pierson Facility;  (iii) a duly executed counterpart
         of the Assignment and Assumption of Customer  Equipment Leases;  (iv) a
         duly executed counterpart of each Assignment and Assumption of Facility
         Lease;  (v)  a  duly  executed   counterpart  of  each  Assignment  and
         Assumption of Facility  Sublease;  (vi) a duly executed  counterpart of
         each Assignment and Assumption of Equipment  Purchase Order; (vii) duly
         executed  counterparts of the License of PLM Name; (viii) the Estimated
         Purchase  Price (less the Holdback  Amount) and the Holdback  Amount to
         the escrow agent under the Escrow  Agreement;  (ix) executed  copies of
         the  consents  referred to in Section  7.9 hereof;  (ix) the opinion of
         counsel  referred  to  in  Section  7.6  hereof;  (x) a  duly  executed
         counterpart  of the Transition  Services  Agreement and a duly executed
         counterpart  of the  Non-Competition  Agreement;  (xi) a duly  executed
         Assignment and Assumption of the  Information  Systems  Contracts;  and
         (xii)  a duly  executed  Assignment  and  Assumption  of  Miscellaneous
         Contractual Obligations.

         1.5 Post Closing  Adjustment  to the Estimated  Purchase  Price (other
than the Holdback Amount).

                  (a)  Within  30 days  following  the  Closing,  Sellers  shall
         prepare,  or cause  to be  prepared,  and  deliver  to Buyer  financial
         statements (the "Closing  Financial  Statements") which shall set forth
         the actual net book value of the assets  that are set forth on Schedule
         1 less the  liabilities  that are set  forth  on  Schedule  1 as of the
         Closing Date. The Closing Financial  Statements shall be prepared using
         the same methodology,  other than as to the Premium and other than that
         the net book value will reflect the actual net book value of the assets
         that are set  forth on  Schedule  1 less the  liabilities  that are set
         forth on Schedule 1 as of the Closing  Date, as set forth in Schedule 1
         and reviewed by KPMG, LLP.

                  (b) Buyer and Buyer's  accountants shall, within 15 days after
         the delivery by Sellers of the Closing Financial  Statements,  complete
         their  review of the actual  net book value of the assets  that are set
         forth on Schedule 1 less the liabilities that are set forth on Schedule
         1 as of the Closing Date as derived using the same  methodology,  other
         than as to the  Premium  and other  than that the net book  value  will
         reflect  the actual net book value of the assets  that are set forth on
         Schedule 1 less the liabilities  that are set forth on Schedule 1 as of
         the Closing,  as set forth on Schedule 1 (the "Net Book Value"). In the
         event that Buyer  objects to the Net Book  Value,  as derived  from the
         Closing  Financial  Statements,  Buyer shall inform  Sellers in writing
         (the "Buyer's Objection"),  setting forth a specific description of the
         basis of Buyer's  Objection and the  adjustments  to the Net Book Value
         which Buyer believes  should be made, on or before the last day of such
         15-day period.  Sellers shall then have 7 days to review and respond to
         Buyer's  Objection.  The parties  shall use all  reasonable  efforts to
         resolve any dispute as to the proper  calculation  of Net Book Value as
         of the Closing  Date. If Sellers and Buyer are unable to resolve all of
         their  disagreements with respect to the determination of the foregoing
         items within 10 days  following the  completion  of Sellers'  review of
         Buyer's  Objection,  they shall refer their remaining  differences to a
         nationally recognized firm of independent public accountants with a San
         Francisco  office,  jointly  selected  by Buyer and  Sellers  (the "CPA
         Firm"), who shall, acting as experts and not as arbitrators,  determine
         on the  basis  of  using  the same  methodology,  other  than as to the
         Premium and other than that the net book value will  reflect the actual
         net book value of the assets  that are set forth on Schedule 1 less the
         liabilities  that are set forth on  Schedule 1 as of the  Closing,  and
         only with respect to the remaining  differences  so submitted,  whether
         and to what  extent,  if any,  the Net Book Value,  as derived from the
         Closing Financial  Statements,  requires adjustment.  The parties shall
         instruct the CPA Firm to deliver its written determination to Buyer and
         Sellers no later than the twentieth day after the remaining differences
         underlying the Buyer's  Objection are referred to the CPA Firm. The CPA
         Firm's  determination  shall be  conclusive  and binding upon Buyer and
         Seller.  The fees and  disbursements  of the CPA Firm  shall be  shared
         equally by Buyer and  Sellers.  Buyer and  Sellers  shall make  readily
         available to the CPA Firm all  relevant  books and records and any work
         papers  (including  those  of  the  parties'  respective   accountants)
         relating to the consolidated financial statements of PLM for the period
         ended  December 31, 1999 and the Closing  Financial  Statements and all
         other items reasonably requested by the CPA Firm. The "Adjusted Closing
         Financial  Statements" shall be (i) the Closing Financial Statements in
         the event that (x) no Buyer's  Objection is delivered to Sellers during
         the 15-day  period  specified  above or (y) Sellers and Buyer so agree,
         (ii) the Closing Financial Statements,  adjusted in accordance with the
         Buyer's  Objection  in the event that Sellers do not respond to Buyer's
         Objection  within  the 7-day  period  following  receipt  by Sellers of
         Buyer's  Objection,  or  (iii)  the  Closing  Financial  Statement,  as
         adjusted  by either (x) the  agreement  of Sellers and Buyer or (y) the
         CPA Firm.

                  (c)  Within  ten  business  days  following  issuance  of  the
         Adjusted Closing Financial Statements,  the adjustment payments payable
         pursuant  to this  Section  1.5(c)  shall be paid by wire  transfer  of
         immediately  available  funds to a bank account  designated by Buyer or
         Sellers,  as the case may be.  Buyer  or  Sellers,  as the case may be,
         shall  make an  adjustment  payment  in respect of Net Book Value in an
         amount  equal to the  difference  between  (x) the amount  equal to the
         Estimated  Purchase  Price less the Premium  (the  "Estimated  Net Book
         Value") and (y) the Net Book Value as derived from the Adjusted Closing
         Financial  Statements.  The  adjustment  payment in respect of Net Book
         Value  will be made by  Sellers  to Buyer to the  extent  that Net Book
         Value  on the  Adjusted  Closing  Financial  Statements  is  less  than
         Estimated Net Book Value and by Buyer to Sellers to the extent that Net
         Book Value on the Adjusted Closing Financial Statements is greater than
         Estimated Net Book Value.  The Estimated  Purchase Price as adjusted by
         such adjustment  payment shall be the "Purchase Price" for the purposes
         of this Agreement.  For the avoidance of doubt, it is expressly  agreed
         and understood that the Threshold (as defined in Section 9.5) and other
         limitations  on survival or otherwise in Article IX are not  applicable
         with  respect  to any  obligations  under  this  Section  1.5.  For the
         avoidance of doubt, it is further  expressly agreed and understood that
         in calculating  the Purchase Price  hereunder  there shall be no double
         counting  so that  the  Holdback  Amount  shall be  irrelevant  for the
         purposes of this Section and no adjustment  to the  Estimated  Purchase
         Price shall  affect the  Holdback  Amount or result in Buyer  having to
         make more than one  payment of the  Holdback  Amount  hereunder  to the
         escrow agent under the Escrow Agreement.

                                   Article II

                                 RELATED MATTERS

         2.1 Confidentiality.  Each party hereto and their respective Affiliates
will hold, and will cause all of its  consultants and advisors to hold in strict
confidence,  unless compelled to disclose by judicial or administrative  process
or, in the opinion of its counsel,  by other  requirements of law, all documents
and  information  concerning  the other  party and their  respective  Affiliates
furnished to it by such other party or its  representatives  in connection  with
the transactions  contemplated by this Agreement (except to the extent that such
information can be shown to have been (i) previously known by the party to which
it was furnished,  (ii) in the public domain through no fault of such party,  or
(iii) later  lawfully  acquired  from other sources by the party to which it was
furnished),  and each party will  neither  use such  information  nor release or
disclose such information to any other person,  except its auditors,  attorneys,
financial  advisors,  bankers and other  consultants  and advisors in connection
with this Agreement, as well as to any others to whom disclosure may be required
by applicable  law. If the  transactions  contemplated by this Agreement are not
consummated,  such  confidence  shall be  maintained,  except to the extent such
information  comes into the public domain through no fault of the party required
to hold it in  confidence;  and such  information  shall not be disclosed to any
employees or  representatives  of the party required to hold such information in
confidence,  except as is necessary to evaluate the transactions contemplated by
this  Agreement;  and all such  documents  (including  copies  thereof) shall be
returned to the other party  immediately  upon the written request of such other
party,  except  to the  extent  copies  are  required  to be  retained  to  meet
regulatory or other legal  requirements.  Without limiting the generality of the
foregoing,  Sellers agree to enforce any confidentiality  agreements relating to
the Business that have been entered into (including  without limitation with any
third parties that have  acquired  information  in connection  with any possible
Acquisition  Proposal whether before or after the date of this Agreement) and to
cooperate and give reasonable assistance to Buyer in the enforcement thereof for
the  protection  of  the  Business.  In  the  case  where  such  confidentiality
agreements are to be enforced  against  individuals who are or were employees of
the Business prior to Closing, Sellers shall bear the expenses thereof but shall
be reimbursed by Buyer following Closing taking place.  Otherwise,  all expenses
of enforcement of confidentiality agreements shall be borne by Buyer.

         2.2  Further Assurances; Access to Books and Records.

                  (a) After the  Closing,  each party  hereto shall from time to
         time,  at the request of the other party,  (i) execute and deliver such
         other  necessary  instruments  of conveyance  and transfer as the other
         party may reasonably request,  in order to more effectively  consummate
         the  transactions  contemplated  hereby and to vest in the other  party
         good and  marketable  title to the assets being  transferred  hereunder
         (including,  without  limitation,   assistance  in  the  collection  or
         reduction  to  possession  of  any of  such  assets  being  transferred
         hereunder,  assignments  of warranties and  certificates  of title) and
         (ii) provide to the other party such  information as is, in the opinion
         of counsel to the other  party,  necessary to enable the other party to
         comply  with   applicable   laws  and   regulations   relating  to  the
         transactions contemplated hereby and the disclosure thereof.

                  (b)  Buyer  agrees  that  after  the  Closing,  during  normal
         business hours and upon reasonable prior notice, it will permit Sellers
         and its auditors,  through their  authorized  representatives,  to have
         access to and examine and take copies of (all under the  supervision of
         Buyer's  personnel  and at  Seller's  expense)  all books  and  records
         relating  to the  Acquired  Assets  which were  acquired  from  Sellers
         (including  but not  limited  to  correspondence,  memoranda,  books of
         account  and the like) and  relating to events  occurring  prior to the
         Closing Date and to transactions or events occurring  subsequent to the
         Closing  Date  which are  related  to or arise out of  transactions  or
         events occurring prior to the Closing Date.

                  (c)   Notwithstanding   anything  to  the   contrary  in  this
         Agreement,  this Agreement  shall not constitute an agreement to assign
         or  transfer  any  governmental   approval  or  application   therefor,
         instrument,  contract, lease, permit or other agreement or arrangement,
         or  any  claim,  right  or  benefit  arising  thereunder  or  resulting
         therefrom,  if an  assignment or transfer or an attempt to make such an
         assignment  or  transfer  without  the  consent of a third  party would
         constitute a breach or violation thereof or affect adversely the rights
         of the Buyer or Sellers, and any transfer or assignment of any interest
         under any such instrument,  contract,  lease, permit or other agreement
         or arrangement that requires the consent of a third party shall be made
         subject to such consent or approval  being  obtained.  In the event any
         such  consent or  approval  is not  obtained on or prior to the Closing
         Date,  Sellers shall continue to use all  reasonable  efforts to obtain
         such approval or consent after the Closing Date until such time as such
         consent or approval has been obtained,  and Sellers will cooperate with
         the  Buyer in any  lawful  and  economically  feasible  arrangement  to
         provide  that the  Buyer  shall  receive  the  benefits  under any such
         instrument,  contract, lease, permit or other agreement or arrangement,
         including  performance by Sellers as agent, if  economically  feasible,
         provided  that  the  Buyer  shall  undertake  to  pay  or  satisfy  the
         corresponding  liabilities  for the  enjoyment  of such  benefit to the
         extent  Buyer would have been  responsible  therefor if such consent or
         approval  had  been  obtained.  To the  extent  any of the  rights  and
         obligations with respect to an Acquired Asset or Assumed  Liability are
         not transferred to Buyer, Buyer's sole rights under this Agreement with
         respect to Sellers'  failure to obtain consent to the transfer  thereof
         is as provided in this Section 2.2.

                  (d) The  parties  shall  allocate  on or  before  Closing  the
         Purchase  Price (other than the  Holdback  Amount for so long as it has
         not been released under the Escrow Agreement) among the Acquired Assets
         and the Assumed Liabilities except to the extent that modifications are
         necessary  to reflect  changes in the  Acquired  Assets and the Assumed
         Liabilities  between  the date  hereof and the  Closing  Date or to the
         extent that  modifications are necessary to reflect any adjustment made
         to the  Estimated  Purchase  Price in order to  establish  the Purchase
         Price pursuant to Section  1.5(c),  and the parties agree to report for
         state and federal Tax purposes in  accordance  with such  allocation of
         the Purchase Price.

         2.3 Accounts  Receivables/Prepayment Items Proceeds. The Sellers hereby
agree to remit,  or assign  any  claims  they may have with  respect  to, and to
endorse to Buyer any payment  they  receive  after the Closing in respect of any
Receivable/Prepayment  Item as promptly as  reasonably  practicable,  and in any
event within three business days of receipt thereof.

         2.4  Assignment  and Transfer  Fees and Taxes.  Buyer and Sellers shall
cooperate  reasonably with each other and keep each other reasonably informed in
the  preparation and filing of all legally  required or permitted  documentation
relating to, and in the minimization  or, if possible,  the elimination of, fees
or Taxes to be paid by Buyer or Sellers to any third party (including government
entities)  or  each  other  (as a  result  of an  indemnification  provision  or
provision allocating responsibility) arising from the transfer and/or assignment
from  Sellers  to Buyer of the  Acquired  Assets  and the  Assumed  Liabilities,
including  but not limited to all documents for the purposes of sales and use or
other similar Taxes and employment  Taxes in every state and local  jurisdiction
on the attached Schedule 2.4. Without limiting the obligations of Sellers as set
forth in this Section 2.4, Sellers shall use all commercially reasonable efforts
to assist Buyer to obtain and  deliver,  at the earliest  practicable  date,  to
Buyer all legally required or permitted  documentation which has the effect that
Buyer is not liable for any amounts for sales or use or other  similar Taxes and
employment  Taxes as a  successor  to the  business or assets of the Sellers (or
other comparable  documentation  under state or local law).  Notwithstanding the
foregoing,  subject to any of the  parties'  right to attempt to minimize or, if
possible,  eliminate any fees or Taxes through negotiation or appeal,  Buyer and
Sellers will comply with all lawful instructions and/or requirements  imposed by
taxing or other governmental  authorities  resulting from or associated with the
filing of the aforementioned documents.

         Sellers intend to negotiate a voluntary disclosure agreement with state
taxing or  governmental  authorities  in Illinois  with  respect to sales or use
Taxes,  including  Illinois  Retailers  Occupation and Use Taxes, and employment
Taxes,  in  Illinois  attributable  to  periods  prior to the  Closing.  In such
negotiations, Sellers are entitled to negotiate for the reduction or elimination
of Sellers'  Taxes provided that they do not hold out Buyer or make reference to
Buyer as an alternative  source for the payment of such Taxes.  Buyer shall have
the  burden of proof in the event that Buyer  asserts  that any of Sellers  have
held out  Buyer or made  reference  to Buyer as an  alternative  source  for the
payment of such  Taxes.  Sellers  shall use  reasonable  efforts to reach such a
voluntary disclosure agreement with state taxing or governmental  authorities in
Illinois within sixty (60) days of the date hereof,  but if any of Sellers shall
not  have  reached  such   agreement  by  such  date,  as  a  result  of  events
substantially and reasonably  beyond the control of Sellers,  Sellers shall have
the right to defer the  Closing to a date ninety (90) days after the date hereof
in the event that all  conditions to Closing have  otherwise  been  satisfied or
waived  prior to such date;  provided  that to the extent that  Closing has been
deferred  for the reasons set forth  above,  Sellers  shall have used their best
efforts to have reached such an agreement within such ninety (90) period.

         Notwithstanding  anything contained in this Agreement or any Exhibit or
Schedule to the contrary,  except for the immediately succeeding sentence, Buyer
shall not make any filings with, notify,  contact, or otherwise communicate with
any Illinois revenue or taxing authorities, prior to five (5) days from the date
of Closing,  with respect to any of the Taxes, interest or penalties referred to
in Section 6.5 or employment Taxes of Sellers. Notwithstanding the foregoing, to
the extent that Buyer  receives  any  communication  or contact from such taxing
authorities,  to which Buyer believes it is legally  required to respond,  Buyer
will inform Sellers of the communication or contact and make reasonable  efforts
in  coordination  with  the  Sellers  to  jointly  develop  a  response  to such
communication  or  contact.  If Buyer and  Sellers  cannot  develop  a  mutually
satisfactory  response  or  disagree as to whether a response is required or the
extent to which a response is required to meet Buyer's legal obligations,  Buyer
and Sellers  agree to seek and abide by an opinion of an  independent  law firm,
waiving any  potential  objections  to the opinion and, with respect to such law
firm, any potential or actual conflicts of interest that such law firm may have.
Such  counsel  shall be  requested  to address  in its  opinion  any  statutory,
regulatory or other authority which would permit Buyer to legally delay the date
upon which such response is required.  Such counsel  shall be retained  within a
reasonable  time with  respect  to the due date for  response  specified  in the
communication  or contact from such revenue or taxing  authority,  but shall not
exceed  more  than  five (5) days  from the date  Buyer  informs  Seller of such
communication or notice.  Buyer and Sellers further agree that such opinion will
be sought from a law firm  recognized as experts in the field of state and local
tax law in Illinois (such as, Horwood, Marcus & Berk, Chartered). The reasonable
fees and  expenses  of such legal  counsel  shall be the  responsibility  of the
Sellers.

         From  the  period   beginning  five  (5)  days  prior  to  Closing  and
thereafter,  Buyer,  after an initial three (3) days prior written notice (which
will only be required to be made by Buyer once under this  Agreement) may file a
completed  application  for a  seller's  permit and all other  legally  required
permits  and  applications  and make all  legally  required  filings  under such
permits or registrations once granted,  in order to conduct business in Illinois
post Closing.

                                   Article III

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         For purposes of the representations and warranties made in this Article
III  as  of  the  date  hereof,   "Transportation   Equipment"  shall  mean  the
Transportation   Equipment   listed  on   Exhibit   A.  For   purposes   of  the
representations  and warranties made in this Article III as of the Closing Date,
"Transportation  Equipment" shall mean the Transportation Equipment specified in
the Closing List. For purposes of the  representations and warranties of Sellers
contained herein,  disclosure in any section of the Sellers Disclosure  Schedule
shall  be  deemed  to be  adequate  response  and  disclosure  of such  facts or
circumstances with respect to all representations or warranties by Sellers which
would  reasonably call for disclosure of such  information,  whether or not such
disclosure is specifically associated with or purports to respond to one or more
or all of such  representations or warranties;  provided such disclosure is fair
and  accurate.  The inclusion of any  information  in any section of the Sellers
Disclosure  Schedule or other  document  delivered  by Sellers  pursuant to this
Agreement  shall not be deemed to be an admission or evidence of the materiality
of such item, nor shall it establish a standard of  materiality  for any purpose
whatsoever.  PLM and each other Seller hereby  represents and warrants,  jointly
and severally, to Buyer as follows:

         3.1  Corporate Organization, Etc.

                  (a) Each Seller is a corporation  duly  incorporated,  validly
         existing and in good  standing  under the laws of its  jurisdiction  of
         organization  as  listed  in  Section  3.1  of the  Sellers  Disclosure
         Schedule and has full power and authority,  directly or indirectly,  to
         own and lease  the  Acquired  Assets  and to carry on its  business  as
         presently  conducted;  and is duly qualified or licensed to do business
         as a foreign  corporation in good standing in such other  jurisdictions
         in which  their  direct or  indirect  ownership  or  possession  of the
         Acquired Assets requires such  qualification  or, if one or more of the
         PLM Subsidiaries are not so qualified in any such  jurisdiction,  it or
         they can become so qualified in such jurisdiction  without any material
         adverse effect upon the Acquired Assets.

                  (b) PLM Rental, TEC, PLM TEC, PLM Investment  Management,  and
         PLM FSI are direct and indirect wholly-owned subsidiaries of PLM.

         3.2 Authorization, Etc. The execution, delivery and performance by each
Seller of this Agreement and the consummation by each Seller of the transactions
contemplated  hereby are within each  Seller's  powers  and,  except for the PLM
Stockholder  Approval for the sale by PLM of the Acquired Assets owned by it for
itself and not the other  Sellers,  have been duly  authorized  by all necessary
corporate action on the part of each Seller. The PLM Stockholder Approval is the
only vote of the Sellers and the holders of any of the  Sellers'  equity or debt
securities  necessary in connection with the  consummation  of the  transactions
contemplated hereby. This Agreement constitutes a valid and binding agreement of
each Seller,  enforceable  in  accordance  with its terms,  except that (i) such
enforcement   may  be  subject  to   bankruptcy,   insolvency,   reorganization,
moratorium,  fraudulent  conveyance or other similar laws relating to creditors'
rights generally and (ii) the remedy of specific  performance and injunctive and
other forms of equitable relief may be subject to equitable  defenses and to the
discretion of the court before which any proceeding therefor may be brought.

         3.3 No Violation.  Neither the execution and delivery of this Agreement
nor the  consummation of the transactions  contemplated  hereby will violate any
provision of the Certificate of  Incorporation,  bylaws or other  organizational
documents of any Seller,  or,  except as specified in Section 3.3 of the Sellers
Disclosure  Schedule,  violate,  or be in conflict with, or constitute a default
(or an event  which,  with notice or lapse of time or both,  would  constitute a
default) under, or result in the termination of, or acceleration of the maturity
of any debt or  obligation  pursuant to, or result in the creation or imposition
of any security  interest,  lien or other  encumbrance  upon any of the Acquired
Assets under any agreement or commitment  with respect to the Acquired Assets to
which any Seller is a party or by which any Seller is bound,  or to which any of
the Acquired Assets is subject,  or violate any statute or law or in any respect
any  judgment,  decree,  order,  regulation  or rule of, or proposed  settlement
before, any court or governmental authority.

         3.4  Title to Assets; Encumbrances.

                  3.4.1 Owned Transportation  Equipment.  Except as set forth in
         Section  3.4.1  of  Sellers  Disclosure  Schedule  and  except  for the
         Customer  Equipment  Leases  and  liens  that a lessee is  required  to
         discharge, all such Owned Transportation Equipment is free and clear of
         all title defects, liens, claims, charges,  security interests or other
         encumbrances of any nature whatsoever  including,  without  limitation,
         chattel  mortgages,  conditional  sales  contracts,  purchase  options,
         collateral security  arrangements and other title or interest retention
         arrangements,  has been duly  registered  and  licensed by  appropriate
         governmental  authorities,  which  registration  is in full  force  and
         effect,  and all registration and license fees due and payable relating
         to the Owned Transportation  Equipment have been paid, and each unit of
         Owned Transportation Equipment has a valid license plate, registration,
         and  certificate  of  title   corresponding   to  such  unit  of  Owned
         Transportation  Equipment.  The liens or  encumbrances  over any of the
         Acquired  Assets  or  Assumed  Liabilities  securing  the  Senior  Loan
         referred to in Section 3.4.1 of Sellers Disclosure  Schedule shall have
         been released and discharged as of Closing.  Exhibit A-1 contains,  and
         the Closing List as of the Closing Date will contain, a fair,  complete
         and accurate  list of all Owned  Transportation  Equipment  and a fair,
         complete and accurate  description of the  information  disclosed under
         the categories addressed therein.  Except as specifically identified in
         Section 3.4.1 of the Sellers  Disclosure  Schedule,  all units that are
         off-lease  of the Owned  Transportation  Equipment  are in  roadworthy,
         cargoworthy  condition  without  incurring in excess of $500 of repairs
         (excluding the cost of repairing and replacing  tires  associated  with
         normal wear and tear).

                  3.4.2  TRAC  Lease.  Sellers  have  made  available  to  Buyer
         current,  correct  and  complete  copies  of all  TRAC  Leases  and all
         amendments,  modifications,  renewals  and addenda to such TRAC Leases.
         Each Seller has valid and effective TRAC Leases  relating to all of the
         TRAC  Lease  Transportation  Equipment  which it  purports  to lease as
         lessee as of the date hereof as set forth on Exhibit A-3 hereto and, as
         of the Closing Date, will have valid and effective  leasehold interests
         pursuant  to  the  relevant  TRAC  Leases  to all  of  the  TRAC  Lease
         Transportation  Equipment  listed on the  Closing  List.  Except as set
         forth in Section 3.4.2 of the Sellers  Disclosure  Schedule,  each TRAC
         Lease is valid,  binding and  enforceable in accordance  with its terms
         (except as  enforceability  may be subject to  bankruptcy,  insolvency,
         reorganization, moratorium, fraudulent conveyance or other similar laws
         relating to creditors'  rights  generally and to general  principles of
         equity),  and is in  full  force  and  effect;  there  are no  existing
         material  defaults  thereunder;  no event of default has occurred which
         (whether  with or without  notice,  lapse of time or the  happening  or
         occurrence  of any other  event) would  constitute  a material  default
         thereunder.  Except  as set  forth  in  Section  3.4.2  of the  Sellers
         Disclosure  Schedule  and  except  for  TRAC  Leases  and the  Customer
         Equipment Leases and liens that a lessee is required to discharge,  all
         such TRAC Lease Transportation Equipment is free and clear of all title
         defects,   liens,   claims,   charges,   security  interests  or  other
         encumbrances of any nature whatsoever  including,  without  limitation,
         chattel  mortgages,  conditional sales contracts,  collateral  security
         arrangements and other title or interest  retention  arrangements,  has
         been  duly   registered  and  licensed  by   appropriate   governmental
         authorities,  which  registration is in full force and effect,  and all
         registration  and  license  fees due and  payable  relating to the TRAC
         Lease  Transportation  Equipment  have been paid, and each unit of TRAC
         Lease Transportation Equipment has a valid license plate, registration,
         and  certificate  of title  corresponding  to such  unit of TRAC  Lease
         Transportation Equipment. Exhibit A-3 contains, and the Closing List as
         of the Closing Date will contain, a fair, complete and accurate list of
         all TRAC Lease  Transportation  Equipment  and TRAC  Leases and a fair,
         complete and accurate  description of the  information  disclosed under
         the categories addressed therein.  Except as specifically identified in
         Section 3.4.2 of the Sellers  Disclosure  Schedule,  all units that are
         off-lease of the TRAC Lease Transportation Equipment are in roadworthy,
         cargoworthy  condition  without  incurring in excess of $500 of repairs
         (excluding the cost of repairing and replacing  tires  associated  with
         normal wear and tear).

                  3.4.3 Equipment Purchase Orders. Exhibit A-4 contains, and the
         Closing  List  shall  contain,  a  complete  and  accurate  list of all
         Equipment  Purchase Orders Sellers have entered into (including without
         limitation details of specifications and delivery dates).  Sellers have
         made  available to Buyer  current,  correct and complete  copies of all
         Equipment Purchase Orders and all amendments,  modifications,  renewals
         and addenda to such Equipment  Purchase Orders.  Except as set forth in
         Section 3.4.3 of the Sellers Disclosure Schedule, to Sellers' Knowledge
         each  Equipment  Purchase  Order is valid,  binding and  enforceable in
         accordance with its terms (except as  enforceability  may be subject to
         bankruptcy,   insolvency,   reorganization,    moratorium,   fraudulent
         conveyance  or  other  similar  laws  relating  to  creditors'   rights
         generally and to general  principles  of equity),  and is in full force
         and effect.

                  3.4.4 Customer  Equipment  Leases.  Exhibit A-2 contains as of
         May 15,  2000,  and the  Closing  List shall  contain,  a complete  and
         accurate list of all Customer  Equipment Leases,  which are constituted
         only of either Rental Contracts or Term Leases.  Exhibit A-2 identifies
         the amount of each security and other deposit paid to or deposited with
         Sellers  under  the terms of the  relevant  Customer  Equipment  Lease.
         Exhibit A-2  identifies,  and the  Closing  List shall  identify,  each
         Customer  Equipment  Lease as either a Rental Contract or a Term Lease.
         Each  Customer  Equipment  Lease  constituting  a  Rental  Contract  is
         documented in  substantially  the form that is included in Exhibit A-2.
         All Customer  Equipment Leases  constituting Term Leases are listed and
         described  in Exhibit  A-2,  and Buyer has been  provided a copy of all
         such Term Leases.  Except as set forth in Section  3.4.4 of the Sellers
         Disclosure  Schedule,  to Sellers'  Knowledge  each Customer  Equipment
         Lease is valid,  binding and  enforceable in accordance  with its terms
         (except as  enforceability  may be subject to  bankruptcy,  insolvency,
         reorganization, moratorium, fraudulent conveyance or other similar laws
         relating to creditors'  rights  generally and to general  principles of
         equity),  and is in full force and effect; to Sellers'  Knowledge there
         are no existing material defaults thereunder;  to Sellers' Knowledge no
         event of default has occurred  which  (whether with or without  notice,
         lapse of time or the  happening or occurrence of any other event) would
         constitute  a  material  default  thereunder;  and  subject to the TRAC
         Leases,  to  Sellers'  Knowledge  and except for liens that a lessee is
         required to discharge, the Customer Equipment Leases are free and clear
         of any liens, charges, encumbrances,  pledges or other rights of others
         of any  nature or kind  related  to or  affecting  the rental and other
         payments due under the Customer Equipment Leases.

                  3.4.5 Other Agreements. Other than with respect to liabilities
         of no more than  $5,000 in  aggregate,  Schedule 1  prepared  as of the
         Closing  Date and  Exhibits  A through  C and the  Closing  List  shall
         contain,  a complete,  fair and  accurate  list of each of the Acquired
         Assets (other than  Inventory)  and Assumed  Liabilities.  Sellers have
         made  available to Buyer  current,  correct and complete  copies of all
         such other agreements and all amendments,  modifications,  renewals and
         addenda  to  such  other  agreements.  Section  3.4.5  of  the  Sellers
         Disclosure Schedule contains,  and will contain as of the Closing Date,
         a complete list of the nature,  scope and dollar amounts of coverage of
         all insurance  policies relating to the Business  maintained by Sellers
         and of the  nature of  coverage  maintained  by third  parties  for the
         benefit of Sellers under Customer Equipment Leases. All such insurances
         have  been  obtained  and  maintained  consistent  with  Sellers'  past
         policies,  practices and  procedures.  To the Knowledge of Sellers,  no
         event, circumstance or occurrence has occurred which has resulted in or
         could  result in the  invalidation  of any claim under such  insurances
         insofar as they relate to Transportation Equipment that is off-lease or
         the invalidation of any policy or in material  adjustment in the amount
         of  the   premiums   relating   thereto   insofar  as  they  relate  to
         Transportation Equipment that is off-lease.

                  3.4.6  Facilities.  Exhibit B contains,  and the Closing  List
         shall contain,  a complete and accurate list of all Leased  Facilities,
         Subleased Facilities,  Facility Leases and Facility Subleases.  Sellers
         own no real property relating to the Business. Each Seller is the owner
         and holder of all the leasehold  estates  purported to be granted to it
         by Facility Leases listed on Exhibit B-1 hereto,  and all such Facility
         Leases,  and all Facility  Subleases listed on Exhibit B-2,  constitute
         valid and binding  obligations of such Seller (except as enforceability
         may be subject to bankruptcy, insolvency,  reorganization,  moratorium,
         fraudulent  conveyance  or other  similar  laws  related to  creditors'
         rights  generally and general  principles  of equity),  and are in full
         force and effect.  Except as set forth in Section  3.4.6 of the Sellers
         Disclosure  Schedule,  (a) all rent and other sums and charges  payable
         under any  Facility  Lease or Facility  Sublease  are  current,  (b) no
         notice of default,  termination  or breach or a condition or limitation
         has been received by any Seller with respect to any such Facility Lease
         or Facility Sublease,  (c) no event or condition has occurred or exists
         which,  with the  giving of notice or the lapse of time or both,  would
         constitute  a default or breach of a condition  or  limitation  or give
         rise to a right of  termination  by the lessor under any such  Facility
         Lease or, to Seller's Knowledge,  by the lessee under any such Facility
         Sublease and (d) the leasehold  interest in and leasehold  estate under
         each  Facility  Lease is held by the relevant  Seller free and clear of
         all  liens  except  for  the  Facility  Subleases.  Sellers  have  made
         available to Buyer current, correct and complete copies of all Facility
         Leases  referred  to in Exhibit B-1 hereto and all  Facility  Subleases
         referred  to in Exhibit B-2 hereto and all  amendments,  modifications,
         renewals and addenda to such  Facility  Leases and Facility  Subleases.
         Sellers  have not been  notified  of any lis  pendens or other  filings
         regarding the pendency of any litigation or claim  affecting any Leased
         Facility.  Except for the Facility Subleases or as set forth in Section
         3.4.6 of the Sellers Disclosure  Schedule,  no Seller owns or holds nor
         is obligated  under, or a party to, any option,  right of first refusal
         or other contractual right to purchase, acquire, sell or dispose of any
         portion of or interest in any Leased Facility.  Except for the Facility
         Subleases,  no Seller is the  lessor,  sublessor  or grantor  under any
         lease  or  contract  granting  to  another  person  any  right  to  the
         possession,  use occupancy or enjoyment of any Leased Facility.  Except
         as set forth in Section 3.4.6 of the Sellers  Disclosure  Schedule,  no
         condemnation  proceeding or other  regulatory  action is pending or, to
         Sellers' knowledge,  threatened, which would preclude or impair the use
         of any Leased Facility.

                  3.4.7 Other  Assets.  Exhibit C-1 sets forth,  and the Closing
         List will contain, a complete list of the Other Assets.

         3.5  Litigation.  Except as  disclosed  in Section  3.5 of the  Sellers
Disclosure Schedule, there is no action, suit, inquiry, proceeding,  arbitration
or  investigation  by or before any court or governmental or other regulatory or
administrative  agent or  commission  pending or, to the  Knowledge  of Sellers,
threatened  against  any  Seller  which  relates to the  Acquired  Assets or the
Assumed  Liabilities  or which  challenge the validity of this  Agreement or any
action  taken  or to be  taken  by  Sellers  pursuant  to this  Agreement  or in
connection with the transactions  contemplated  hereby.  No Seller is subject to
any judgment,  order or decree  entered in any lawsuit or  proceeding  which may
have an adverse effect on the Acquired Assets, or the operation thereof.

         3.6 Consents and  Approvals of  Governmental  Authorities.  No consent,
approval  or  authorization  of any  governmental  or  regulatory  authority  is
required in connection  with the  execution,  delivery and  performance  of this
Agreement  by  any  Seller  or  the  consummation  by  it  of  the  transactions
contemplated  hereby other than  compliance  by the Closing with any  applicable
requirements of the HSR Act and the Securities Exchange Act of 1934.

         3.7  Consents.  Except  as set  forth  in  Section  3.7 of the  Sellers
Disclosure  Schedule,  no  consent  of any  person  other  than PLM  Stockholder
Approval is necessary to the  consummation of the  transactions by any Seller or
any of the Partnerships  contemplated  hereby,  including,  without  limitation,
consents  from  parties  to loans,  contracts,  leases or other  agreements  and
consents  from  governmental  agencies,  whether  federal,  state or local.  The
consents  required  with  respect  to  item 4 of  Section  3.3  of  the  Sellers
Disclosure Schedule and item 2 of Section 3.7 of the Sellers Disclosure Schedule
shall have been  obtained and any liens or  encumbrances  arising in  connection
therewith shall have been released and discharged as against the Acquired Assets
and the Assumed Liabilities as of Closing.

         3.8 Compliance with Law. To Sellers' Knowledge, the operations relating
to the Acquired  Assets have been  conducted in accordance  with all  applicable
laws,   regulations  and  other   requirements  of  all  national   governmental
authorities, and of all states,  municipalities and other political subdivisions
and agencies  thereof,  having  jurisdiction  over Sellers,  including,  without
limitation,  all such laws,  regulations and requirements relating to antitrust,
consumer  protection,  environmental,  zoning and land use,  currency  exchange,
equal opportunity,  health, occupational safety, pension, securities and trading
with-the-enemy  matters.  Since  June  1,  1998,  no  Seller  has  received  any
notification  of any  asserted  present or past  failure by any Seller to comply
with such laws, rules or regulations.

         3.9 Assignment. Each Seller has complete and unrestricted power and the
unqualified  right to sell,  assign,  transfer  and  deliver to Buyer,  and upon
consummation of the  transactions  contemplated  by this  Agreement,  Buyer will
acquire,  good, valid and marketable  title to the Acquired Assets,  and, in the
case of the Assumed  Liabilities,  TRAC Lease  Transportation  Equipment and the
Leased Facilities,  legal, valid and enforceable possessory rights therein, free
and clear of all mortgages,  pledges, liens, claims, purchase options,  security
interests,  encumbrances  or  charges of any kind,  except  for those  listed in
Section  3.4.1  or  3.4.2  or 3.9  of  the  Sellers  Disclosure  Schedule  or as
contemplated by Section 3.4.1 or 3.4.2 hereof. Any liens or encumbrances arising
in connection with item 4 of Section 3.3 of the Sellers Disclosure  Schedule and
item 2 of  Section  3.7 of the  Sellers  Disclosure  Schedule  shall  have  been
released  and  discharged  as  against  the  Acquired  Assets  and  the  Assumed
Liabilities as of Closing. The Sellers Bill of Sale and the deeds, endorsements,
assignments  and other  instruments  to be executed  and  delivered  to Buyer by
Sellers  at the  Closing  will be  valid  and  binding  obligations  of  Sellers
enforceable  in  accordance  with their terms (except as  enforceability  may be
subject to bankruptcy, insolvency, reorganization,  moratorium, or other similar
laws  relating to  creditors'  rights  generally  and to general  principles  of
equity),  and will effectively vest in Buyer good, valid and marketable title to
the Acquired Assets, and, in the case of TRAC Lease Transportation Equipment and
the Leased Facilities,  legal, valid and enforceable  possessory rights therein.
If in  accordance  with  Section 8.6 Sellers are unable to obtain the consent of
any lessor  under one or more of the TRAC  Leases or the  lender  under the Mees
Pierson Facility and Buyer has waived the requirement to obtain such consent and
the  parties  have  consummated  the  transactions  that are the subject of this
Agreement,  then without  prejudice to Section 8.6 all  obligations and liens or
encumbrances  arising  under the  relevant  TRAC  Lease(s)  or the Mees  Pierson
Facility, as the case may be, shall have been discharged and released, and Buyer
will  acquire,  good,  valid and  marketable  title to the Owned  Transportation
Equipment  to the extent the  subject  thereof,  free and clear of all liens and
encumbrances  and applicable  ownership  rights of any lessor under the relevant
TRAC Lease(s) or the lender under the Mees Pierson Facility, as the case may be

         3.10 Brokerage. Except for Imperial Capital, LLC ("Imperial"),  Sellers
have not  retained  any  broker or finder in  connection  with the  transactions
contemplated  by this  Agreement.  All fees of Imperial shall be exclusively for
the account of Sellers,  and any  brokerage or finder's fee due to any broker or
finder in violation of the foregoing representation shall be paid by Sellers.

         3.11  Insider  Interests.  No officer or director of any Seller nor any
Affiliate  of any Seller has any  interest in any  property,  real or  personal,
tangible or  intangible,  including  without  limitation,  inventions,  patents,
trademarks or trade names,  used in or pertaining to the Acquired  Assets or the
Assumed Liabilities.  None of the Assumed Liabilities will include any amount or
liability  owing to any Seller  except as listed on Section  3.11 of the Sellers
Disclosure Schedule.

         3.12  Environmental, Health and Safety.

                  (a) (i) Each  Seller  has  complied  with  all  Environmental,
         Health and Safety Laws; and (ii) no action, suit, proceeding,  hearing,
         investigation,  charge,  complaint,  claim,  demand or notice  has been
         filed,  commenced or, to the Knowledge of Sellers  threatened,  against
         any Seller alleging any failure so to comply.  Each Seller has obtained
         and been in  compliance  with all of the  terms and  conditions  of all
         permits,  licenses and other  authorizations  which are required under,
         and has complied with all other limitations,  restrictions, conditions,
         standards,  prohibitions,   requirements,  obligations,  schedules  and
         timetables which are contained in, all Environmental, Health and Safety
         Laws.

                  (b) Each Seller has not handled, disposed of, arranged for the
         disposal of or exposed any  individual  to any  substance,  material or
         condition  or owned or operated  any property or facility in any manner
         that  could  form the basis for any  present  or future  action,  suit,
         proceeding, hearing, investigation,  charge, complaint, claim or demand
         under any  Environmental,  Health and Safety Laws or otherwise  against
         the Business or any Seller  giving rise to any  liability for damage to
         any Leased Facility  (surface or subsurface),  or for any illness of or
         personal injury to any individual.

                  (c) To the Knowledge of Sellers,  there are no past or present
         actions,  activities,  circumstances,  conditions,  events or incidents
         under any  Environmental,  Health and Safety  Laws or  otherwise  which
         could form the basis of any claim  against the Business or the Acquired
         Assets or against any person or entity  whose  liability  for any claim
         the Business has or may have retained or assumed  either  contractually
         or by operation of law.

                  (d) To the  Knowledge of Sellers,  none of the  Transportation
         Equipment  has been used other than in compliance  with  Environmental,
         Health and Safety Laws.

         3.13  Accounts and Notes  Receivable.  Exhibit C-4 sets forth as of May
12,   2000,   and  the  Closing   List  will   contain,   a  complete   list  of
Receivables/Prepayment Items. Except as set forth in Section 3.13 of the Sellers
Disclosure  Schedule,  all  of  the   Receivables/Prepayment   Items  and  notes
receivable  (including direct financing leases and rental  receivables) owing to
Sellers  as of the date  hereof  constitute,  and as of the  Closing  Date  will
constitute  valid  claims  arising from bona fide  transactions  in the ordinary
course of  business,  and as of the date hereof  Sellers  have not  received any
written notice denying such obligations or asserting rights to set-off.  None of
the Receivables/Prepayment  Items have been pledged to any third party. All loss
reserves  relating to the Business have been created and  maintained  consistent
with  Sellers'  past  policies,  practices  and  procedures,  including  without
limitation with respect to Ameriserv and other  bankruptcies.  For the avoidance
of doubt, it is expressly agreed and understood that the  Receivables/Prepayment
Items acquired by Buyer hereunder are those Receivables/Prepayment Items related
to or arising  from the  Acquired  Assets or the Assumed  Liabilities  as of the
Closing Date.

         3.14 Mees Pierson Facility.  Except as set forth in Section 3.14 of the
Sellers  Disclosure  Schedule,  the Mees Pierson Facility is valid,  binding and
enforceable  in  accordance  with its terms  (except  as  enforceability  may be
subject  to  bankruptcy,  insolvency,  reorganization,   moratorium,  fraudulent
conveyance or other similar laws relating to creditors'  rights generally and to
general  principles  of equity),  and is in full force and effect;  there are no
existing  material  defaults  thereunder;  and no event of default has  occurred
which  (whether  with or  without  notice,  lapse  of time or the  happening  or
occurrence of any other event) would constitute a material  default  thereunder.
Sellers have made available to Buyer a current, correct and complete copy of the
Mees Pierson Facility and all amendments, modifications, renewals and addenda to
the Mees Pierson Facility.

         3.15 SEC Filings; Financial Statements. PLM's consolidated revenues for
refrigerated  and dry van trailers for its fiscal years ended  December 31, 1997
and December 31, 1998 were respectively  $5,544,000 and $9,744,000.  Utilization
of Sellers'  refrigerated  trailers  increased from 62% in 1998 to approximately
76% in 1999.  Utilization of Sellers' dry vans decreased from  approximately 77%
in  1998  to  approximately  74% in  1999.  Transportation  Equipment  has  been
depreciated  by  Sellers  on a  straight-line  method  down to such  equipment's
estimated  salvage  value.  During the three months ended March 31, 2000 Sellers
purchased  Transportation  Equipment for $5,500,000.00  and sold  Transportation
Equipment with a net book value of $58,000.00 for $45,000.00.  As of May 2, 2000
Sellers had committed to purchase  $19,700,000.00 of  Transportation  Equipment.
The  information  presented in Note 9 regarding the trailer  leasing  segment in
PLM's  Notes to  Consolidated  Financial  Statements  March 31, 2000 as filed in
PLM's  Quarterly  Report on Form 10Q for the period  ended March 31, 2000 fairly
presents the  information  stated  therein  insofar as it is  applicable  to the
Acquired Assets and Assumed Liabilities.

         3.16 Absence of Certain Changes or Events.  Except as listed on Section
3.16 of the Sellers Disclosure Schedule,  since December 31, 1999, there has not
been (i) any Business Material Adverse Effect,  (ii) any material loss or damage
(whether or not  covered by  insurance)  to any of the  Acquired  Assets,  which
materially affects or impairs the ability of any Seller to conduct the Business,
or any other  event or  condition  of any  character  which has  materially  and
adversely affected the business or operation of the Business, (iii) any mortgage
or pledge of any of the Acquired Assets or the Assumed Liabilities other than in
the ordinary course of business,  (iv) any  indebtedness  incurred by any Seller
creating an encumbrance on the Acquired Assets or the Assumed  Liabilities other
than in the ordinary course of business,  (v) any contract or other  transaction
entered into by any Seller  relating to, or otherwise  affecting in any way, the
Acquired Assets or the Assumed Liabilities, other than in the ordinary course of
business,  (vi) any sale or  transfer  of the  Acquired  Assets  or the  Assumed
Liabilities,  except in the  ordinary  course of  business,  (vii) any  material
changes in the accounting systems,  accounting policies or accounting  practices
of any  Seller,  (viii) any waiver by any  Seller of any  rights  affecting  the
Acquired Assets or the Assumed  Liabilities  which have any material value,  and
(ix) no person has made or, to the Knowledge of the Sellers,  threatened to make
any claim that the operation of the Business is in violation or  infringement of
any  patent,  patent  license,  tradename,  trademark,  servicemark,  copyright,
know-how  or other  proprietary  or  trade  right  (collectively,  "Intellectual
Property Rights") of any third party.  Since December 31, 1999, the Business has
been conducted in all respects only in the ordinary course.

         3.17 Taxes.  Each Seller has made all  withholding of Taxes required to
be made under all  applicable tax laws and  regulations.  No claim has ever been
made by any authority in any  jurisdiction in which no Tax return has been filed
with respect to the  Business  that any of the Sellers or the Business is or may
be  subject  to Tax in that  jurisdiction.  Subject  as set forth in the  second
paragraph of Section 6.5, Buyer will not be liable for any Taxes attributable to
any Seller as a result of the consummation of the  transactions  contemplated by
this  Agreement.  None of the Assumed  Liabilities  is an  obligation  to make a
payment  that  will  not be  deductible  under  Section  280G of the  Code or an
obligation  to pay  sales  or use  Taxes in any  jurisdiction  with  respect  to
transactions of Sellers arising prior to Closing.

         3.18 Conduct of Business. Except for rights of PLM under the License of
PLM Name,  those overhead  facilities,  personnel,  working  capital,  insurance
policies (except to the extent claims, rebates,  recoveries or proceeds comprise
Receivables/Prepayment  Items),  or  functions  or  services  to be  provided by
Sellers under the Transition Services Agreement, the Acquired Assets and Assumed
Liabilities,  when taken together with those assets or agreements that are being
concurrently  purchased by Buyer  pursuant to the  Partnerships  Asset  Purchase
Agreement, constitute all of the assets and agreements of Sellers, Affiliates of
Sellers  and the  Partnerships  that  are  necessary  for the  operation  of the
Business  as  presently  conducted  by  Sellers,  Affiliates  of Sellers and the
Partnerships  including  constituting all or substantially  all of the operating
assets and goodwill of the Business.

         3.19  Employees.  No  payments  will be required to be made by Buyer to
those employees who accept  employment by Buyer effective as of the Closing as a
result of the consummation of this Agreement,  except to the extent set forth in
the second sentence of Section 6.4. No employee of the Business is a member of a
union and there is no  collective  bargaining  agreement  relating to any of the
employees of the Business and no efforts have been made to organize for union or
collective  bargaining  purposes any such  employees.  None of Sellers,  nor any
trade or  business,  whether  or not  incorporated,  that  would be treated as a
single  employer  with  any of  Sellers  under  Section  4001  of  the  Employee
Retirement  Income Security Act of 1974, as amended ("ERISA") or Section 414(b),
(c), (m) or (o) of the Internal  Revenue Code of 1986,  as amended (the "Code"),
maintains,  contributes  to,  or is  obligated  to  contribute  to,  or has ever
maintained,  contributed  to or been  obligated to  contribute  to, any employee
benefit plan that is subject to Title IV of ERISA or Section 412 of the Code.

         3.20 Material Misstatements or Omissions. No representation or warranty
by any Seller and no document,  certificate  or other  information  furnished in
Sellers  Disclosure  Schedule  or the  Closing  List or any  Schedule or Exhibit
hereto or required  hereunder to be  furnished  to Buyer,  in the context of the
other  representations  or  warranties  by any  Seller or any other  information
furnished in Sellers  Disclosure  Schedule or any Schedule or Exhibit  hereto or
required hereunder to be furnished to Buyer as a whole, contains or will contain
any  untrue  statement  of a  material  fact or omits to state a  material  fact
necessary to make the statements of fact contained  herein or therein,  in light
of the circumstances in which they are made, not misleading.

         3.21 License of PLM Name. PLM is the exclusive  owner of the entire and
unencumbered  right,  title and interest in and to the Service Marks (as defined
in the  License of PLM Name) that are the subject of the License of PLM Name and
such  Service  Marks  are  subsisting  and  have not been  adjudged  invalid  or
unenforceable, in whole or in part.

         3.22 No Other  Warranties  or  Representations.  SUBJECT TO THE EXPRESS
REPRESENTATIONS  AND  WARRANTIES  CONTAINED  IN  ARTICLE  III,  SELLERS  MAKE NO
WARRANTY  THAT  ANY OF THE  ACQUIRED  ASSETS  ARE  MERCHANTABLE  OR FIT  FOR ANY
PARTICULAR  PURPOSE NOR IS THERE ANY OTHER  WARRANTY OR  CONDITION  WITH RESPECT
THERETO,  EXPRESS OR IMPLIED,  EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT WITH
RESPECT TO SUCH ACQUIRED ASSETS, INCLUDING,  WITHOUT LIMITATION,  ANY WARRANTIES
OR  CONDITIONS  WITH  RESPECT TO THE  MERCHANTABLE  QUALITY  OR FITNESS  FOR ANY
PARTICULAR  PURPOSE OF ANY SUCH ACQUIRED  ASSETS,  PROPERTIES AND PRODUCTS WHICH
MIGHT  OTHERWISE  BE IMPLIED BY THE  UNIFORM  COMMERCIAL  CODE OR ANY OTHER LAW.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,  BUYER  SPECIFICALLY  ACKNOWLEDGES
THAT THE  ACQUIRED  ASSETS  BEING  TRANSFERRED  AND  CONVEYED  PURSUANT  TO THIS
AGREEMENT  ARE BEING SOLD AND  PURCHASED  ON AN "AS IS" AND "WHERE IS" BASIS AND
THAT NO WARRANTY OF COLLECTIBILITY OF ANY SPECIFIC RECEIVABLE/PREPAYMENT ITEM OR
NOTE RECEIVABLE IS MADE UNDER THIS AGREEMENT.

                                   Article IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby represents and warrants to Sellers as follows:

         4.1 Corporate  Organization.  Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware.

         4.2  Authorization,  Etc. The  execution,  delivery and  performance by
Buyer of this  Agreement  and the  consummation  by  Buyer  of the  transactions
contemplated  hereby are within Buyer's  corporate  power and authority and have
been duly  authorized  by all necessary  corporate  action on the part of Buyer.
This Agreement  constitutes a valid and binding agreement of Buyer,  enforceable
in accordance with its terms, except that (i) such enforcement may be subject to
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other similar laws relating to creditors'  rights  generally and (ii) the remedy
of specific  performance and injunctive and other forms of equitable  relief may
be subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

         4.3 No Violation.  Neither the execution and delivery of this Agreement
nor the  consummation of the transactions  contemplated  hereby will violate any
provisions of the  Certificates of Incorporation or bylaws of Buyer, or violate,
or be in conflict with, or constitute a default (or an event which,  with notice
or lapse of time or both,  would  constitute a default)  under, or result in the
termination  of,  or  accelerate  the  performance  required  by,  or cause  the
acceleration of the maturity of any debt or obligation pursuant to, or result in
the creation or imposition of any security  interest,  lien or other encumbrance
upon any property or assets of Buyer under, any material agreement or commitment
to which Buyer is a party or by which Buyer is bound,  or to which the  property
of Buyer is subject, or materially violate any statute or law or in any material
respect  any  judgment,  decree,  order,  regulation  or  rule of any  court  or
governmental authority.

         4.4 Consents and  Approvals of  Governmental  Authorities.  No consent,
approval  or  authorization  of any  governmental  or  regulatory  authority  is
required in connection  with the  execution,  delivery and  performance  of this
Agreement by Buyer or the  consummation by it of the  transactions  contemplated
hereby other than compliance by the Closing with any applicable  requirements of
the HSR Act.

         4.5 Litigation.  There is no material action, suit, inquiry, proceeding
or  investigation  by or before any court or governmental or other regulatory or
administrative  agency or  commission  pending  or, to the  Knowledge  of Buyer,
threatened  against Buyer or any of its Affiliates which challenges the validity
of this  Agreement or any action taken or to be taken by Buyer  pursuant to this
Agreement or in connection with the transactions by Buyer contemplated hereby.

         4.6  Consents.  Except  as set  forth  in  section  3.7 of the  Sellers
Disclosure  Schedule,  no consent of any person is necessary to the consummation
of the transactions by Buyer contemplated hereby, including, without limitation,
consents  from  parties  to loans,  contracts,  leases or other  agreements  and
consents from governmental agencies, whether federal, state or local.

         4.7  Brokerage.  Except  for  J.P.  Morgan  & Co.  Incorporated  ("J.P.
Morgan"),  Buyer has not  retained any broker or finder in  connection  with the
transactions  contemplated by this  Agreement.  All fees of J.P. Morgan shall be
exclusively  for the account of Buyer,  and any brokerage or finder's fee due to
any broker or finder in violation of the foregoing  representation shall be paid
by Buyer.

         4.8 Funding.  Buyer has immediately  available funds sufficient to make
all of its payment obligations hereunder at the times set forth herein.

                                    Article V

                               COVENANTS OF SELLER

         Sellers hereby covenant and agree with Buyer:

         5.1  Full  Access.   Sellers  shall  afford  to  Buyer,   its  counsel,
accountants and other representatives full access (under supervision of Sellers'
personnel  and at Buyer's  expense)  prior to the Closing  Date to the  offices,
facilities,  properties,  books and  records  of Sellers in order that Buyer may
have full opportunity to make such  investigations as it shall desire to make of
the  affairs  of  Sellers  with  respect  to the  Acquired  Assets,  TRAC  Lease
Transportation  Equipment,  the Leased  Facilities and the Assumed  Liabilities;
provided,  however,  that any such  investigation  shall be  conducted in such a
manner as not to interfere  unreasonably with the operation of the businesses of
Sellers.

         5.2 Consents.  Sellers will use all commercially  reasonable efforts to
obtain,  prior to the Closing,  all consents necessary to be obtained by Sellers
and will cooperate  reasonably in obtaining all approvals and consents necessary
to be obtained by Buyer in connection with the  consummation of the transactions
contemplated  hereby.  All such  consents  if obtained  will be in writing,  and
executed  counterparts  thereof  will be  delivered  to Buyer at or prior to the
Closing.

         5.3 HSR Act Filings.  Promptly  following the date hereof,  the Sellers
shall make any and all filings which are required under the HSR Act. The Sellers
will furnish to Buyer such necessary  information  and reasonable  assistance as
Buyer may request in connection  with its  preparation  of necessary  filings or
submissions  under  provisions  of the HSR Act.  The Sellers  will supply  Buyer
copies of all  correspondence,  filings or communications  (or memoranda setting
forth  the   substance   thereof)   between   any  of  the   Sellers   or  their
representatives,  on the  one  hand,  and  the  Federal  Trade  Commission,  the
Antitrust  Division of the U.S.  Department of Justice or any other governmental
agency or  authority  or members of their  respective  staffs on the other hand,
with respect to this Agreement or the transactions  contemplated  hereby,  other
than confidential or proprietary information therein.

         5.4 Proxy Statement;  Stockholders' Meeting. In connection with the PLM
Stockholder  Approval,  after the date hereof PLM will promptly prepare and file
with the SEC a proxy statement (the "PLM Proxy  Statement"),  soliciting the PLM
Stockholder  Approval.  The PLM Proxy Statement shall be filed no later than the
date that the proxy  statement  for the annual  meeting of PLM is filed and such
proxy  statement  for such  annual  meeting may  comprise  part of the PLM Proxy
Statement.  PLM will promptly respond to any comments of the SEC, and will cause
the PLM Proxy Statement to be mailed to all  stockholders of PLM at the earliest
practicable  time and in any  event no later  than the proxy  statement  for the
annual  meeting  of  PLM,  notwithstanding  any  exercise  of its  fiduciary-out
pursuant to Section 5.12. PLM will notify Buyer promptly upon the receipt of any
comments  from the SEC or its staff of any  request  by the SEC or its staff for
amendments  or  supplements  to  the  PLM  Proxy  Statement  or  for  additional
information,  and will supply  Buyer with all such  portions  of  correspondence
between such party or any of its  representatives,  on the one hand, and the SEC
or its staff, on the other hand, as relate to the PLM Proxy Statement insofar as
it relates to the  transaction  the  subject of this  Agreement.  Buyer shall be
afforded a  reasonable  opportunity  to review the PLM Proxy  Statement  and all
other related proxy materials  insofar as affecting  Buyer. PLM shall duly call,
hold and  convene  its  stockholders'  meeting  to  obtain  the PLM  Stockholder
Approval  as  promptly  as  practicable  after  the date on which  the PLM Proxy
Statement is mailed to its stockholders. PLM shall solicit from its stockholders
proxies  in favor of the PLM  Stockholder  Approval,  and  shall  take all other
action  necessary  or  advisable  to secure the vote or consent of  stockholders
required  by the  Delaware  General  Corporation  Law  and  the  certificate  of
incorporation  and bylaws of the Company to obtain such approval.  Unless acting
in compliance with the specific terms of the fiduciary-out  provided pursuant to
Section 5.12,  the Board of Directors of PLM shall  unanimously  recommend  that
PLM's stockholders vote in favor of the PLM Stockholder Approval,  the PLM Proxy
Statement  shall  include a statement to such  effect,  and neither the Board of
Directors of PLM nor any committee  thereof shall withdraw,  amend or modify, or
propose or resolve to withdraw, amend or modify such unanimous recommendation.

         5.5 Certificates.  At the Closing, Sellers will furnish Buyer with such
certificates  of their  respective  officers  to  evidence  compliance  with the
covenants set forth in this Article V.

         5.6  Agreements.  Sellers  shall  deliver to Buyer on the Closing  Date
executed counterparts of the documents set forth in Section 1.4(b) hereof.

         5.7  Delivery of Assets and  Documents.  Sellers will deliver the items
set forth in Section 1.4(b)hereof.

         5.8 Regular  Course of Business.  Except as  otherwise  required by the
terms of this  Agreement,  Sellers will promptly  provide to Buyer a copy of all
PLM SEC Reports and will:(i) not take or, if within Sellers' control,  suffer or
permit any action,  which would render untrue any representations and warranties
contained in this Agreement (ii) take any commercially reasonable action, in any
one instance up to $10,000.00 and in a maximum aggregate of instances under this
Agreement and the Partnerships  Asset Purchase  Agreement up to $250,000.00,  to
cure, to the extent  capable of cure, any  inaccuracy in any  representation  or
warranty contained in this Agreement,  (iii) operate the Acquired Assets and the
Assumed Liabilities in the ordinary and usual course,  substantially in the same
manner  as  heretofore  operated,  and (iv) not  institute  any new  methods  of
purchase,  sale,  lease,  management,  accounting  or operation or engage in any
transaction,  enter into any agreement or make any commitment that is not in the
ordinary  course of the business unless  required by law.  Without  limiting the
generality of the foregoing,  except as otherwise  contemplated  by the terms of
this  Agreement,  from the date hereof  until the  Closing,  Sellers  will:  (a)
maintain the Acquired  Assets  consistent  with past practice;  (b) keep in full
force and effect, to the extent commercially reasonable, insurance comparable in
amount and scope of coverage to that now maintained; (c) perform in all material
respects all  obligations  under all material  contracts of the Business and not
defer necessary  maintenance;  (d) maintain the books of account and records and
loss reserves of the Business in the usual and regular  manner,  and not sell or
encumber  the  Acquired  Assets or the  Assumed  Liabilities  other  than in the
ordinary course of business;  (e) not, except with Buyer's consent which consent
will not be  unreasonably  withheld,  delayed or  conditioned,  approve  any new
individual  capital  expenditures  in excess of $10,000.00  (excluding  Purchase
Order  Transportation  Equipment),  incur any  liability  that  would  otherwise
constitute any of the Assumed Liabilities  (excluding Customer Equipment Leases)
in excess of  $10,000.00,  transfer,  encumber or otherwise deal with any of the
Acquired  Assets having a book value or fair market value in any one transaction
in excess of $50,000.00,  and vary the pricing  schedule for Customer  Equipment
Leases  other than in  accordance  with  Sellers'  past  pricing  practices  and
procedures;  (f) comply in all material  respects with all laws and  regulations
applicable to the Business;  (g) maintain and protect all Intellectual  Property
Rights  relating to the Business;  and (h) not make,  other than in the ordinary
course of business,  any change in any benefit plan or compensation to officers,
directors or employees or adopt any new benefit Plan  relating to its  employees
who work  primarily  for the Business,  provided  that any change  affecting any
senior executive that is not of broad application to employees at large shall be
deemed to be outside the ordinary course of business. Sellers may fill vacancies
for  positions as  employees of the Business in the ordinary  course of business
other than with respect to senior executives.

         5.9  Business  Relations.  Sellers  shall use  their  best  efforts  to
preserve for Buyer the Business and the relationships  with licensors,  lessors,
creditors,  suppliers,  distributors,  customers,  depots,  employees and others
having  business  relations  with  respect to the Acquired  Assets,  the Assumed
Liabilities and the Business.

         5.10 No Default. Sellers shall not do any act or omit to do any act, or
permit any act or  omission  to act,  which will cause a material  breach of any
Assumed Liability or any material contract or commitment of Sellers with respect
to the Transportation Equipment or Leased Facilities.

         5.11  Intentionally Omitted.

         5.12  Exclusivity.

         (a)  Until  the  earlier  of (i)  the  Closing  or  (ii)  the  date  of
         termination of this  Agreement  pursuant to the provisions of Article X
         (the  "Exclusivity  Period"),  each of Sellers shall not, and shall not
         authorize or permit any of its officers,  directors or employees or any
         investment banker, attorney or other advisor or representative retained
         by any of  them to  directly  or  indirectly,  (i)  solicit,  initiate,
         encourage  or induce the  making,  submission  or  announcement  of any
         Acquisition   Proposal,   (ii)   participate  in  any   discussions  or
         negotiations  regarding,  or  furnish  to  any  person  or  entity  any
         non-public   information  with  respect  to,  or  take  any  action  to
         facilitate any inquiries or the making of any proposal that constitutes
         or may  reasonably  be expected to lead to, any  Acquisition  Proposal,
         (iii) engage in  discussions  with any person or entity with respect to
         any  Acquisition  Proposal,  or (iv) enter into any letter of intent or
         any agreement relating to any Acquisition Proposal;  provided, however,
         that at any time prior to obtaining the PLM Stockholder  Approval,  the
         Board of  Directors  of PLM, in response  to a Superior  Proposal,  may
         authorize Sellers to (x) furnish non-public information with respect to
         Sellers to the person or entity  which made such  Acquisition  Proposal
         pursuant  to a customary  written  confidentiality  agreement,  and (y)
         participate in negotiations and discussions  regarding such Acquisition
         Proposal.  PLM will  immediately  cease and cause to be terminated  any
         existing  activities,  discussions and negotiations  conducted prior to
         the date hereof with respect to any Acquisition Proposal with any third
         party.  PLM shall provide Buyer with (i) at least 48 hours prior notice
         of any  meeting  of the  Board of  Directors  of PLM at which  they are
         reasonably expected to consider an Acquisition Proposal,  and (ii) five
         business  days  prior  written  notice  of a  meeting  of the  Board of
         Directors,  or any  committee  thereof,  at which  they are  reasonably
         expected to withdraw, amend or modify their unanimous recommendation to
         vote in favor of PLM Stockholder  Approval or to make the determination
         to recommend instead a Superior Proposal.

                  (b) During the  Exclusivity  Period,  each of the Sellers also
agree to:

         notify Buyer  immediately upon receiving any inquiry from any person or
         entity relating to any Acquisition Proposal; and

                  disclose the  identity of any person or entity,  making a bona
         fide  offer  relating  to  an  Acquisition  Proposal,   the  terms  and
         conditions  of such offer,  and keep Buyer fully  informed on a current
         basis of the status and details of any Acquisition Proposal.

                  (c) Each of the Sellers  acknowledges  that this  Section 5.12
         was a significant inducement for Buyer to enter into this Agreement and
         the  absence  of such  provision  would have  resulted  in either (i) a
         material  reduction in the  Purchase  Price or (ii) a failure to induce
         Buyer to enter  into this  Agreement.  The  parties  hereto  agree that
         irreparable damage would occur in the event that the provisions of this
         Section 5.12 were not performed in accordance with their specific terms
         or were otherwise  breached.  The parties hereto agree that Buyer shall
         be entitled to seek an injunction or injunctions to prevent breaches of
         the  provisions  of this Section 5.12 and to enforce  specifically  the
         terms and  provisions  hereof in any court of the United  States or any
         state having  jurisdiction,  this being in addition to any other remedy
         to which Buyer may be entitled at law or in equity.


         5.13  Notification; Updates to Disclosure Schedule.

                  (a) During the period between the date hereof and the Closing,
         the Sellers shall promptly  notify Buyer in writing of the discovery by
         any of the Sellers of: any event, condition,  fact or circumstance that
         occurred or existed on or prior to the date of this  Agreement and that
         caused or  constitutes a breach of or inaccuracy in any  representation
         or  warranty  made  by  the  Sellers  in  this  Agreement;  any  event,
         condition, fact or circumstance that occurs, arises or exists after the
         date of this  Agreement  and that would cause or constitute a breach of
         or inaccuracy in any  representation or warranty made by the Sellers in
         this Agreement if (A) such  representation or warranty had been made as
         of the time of the  occurrence,  existence  or discovery of such event,
         condition, fact or circumstance,  or (B) such event, condition, fact or
         circumstance had occurred, arisen or existed on or prior to the date of
         this Agreement;  any breach of any covenant or obligation of any of the
         Sellers contained in this Agreement; and any event, condition,  fact or
         circumstance  that  may  make  the  timely  satisfaction  of any of the
         conditions set forth in Article VIII impossible or unlikely.

                  (b) If any  event,  condition,  fact or  circumstance  that is
         required to be disclosed  pursuant to this  Section  5.13  requires any
         change in any  disclosure  schedule  hereunder,  or if any such  event,
         condition,  fact or  circumstance  would require such a change assuming
         the  disclosure  schedule were dated as of the date of the  occurrence,
         existence or discovery of such event, condition,  fact or circumstance,
         then the  Sellers  shall  promptly  deliver  to Buyer an  update to the
         disclosure  schedule (a "Disclosure  Schedule Update")  specifying such
         change.  No  such  Disclosure   Schedule  Update  shall  be  deemed  to
         supplement  or amend the  disclosure  schedule  for the  purpose of (i)
         determining the accuracy of any of the  representations  and warranties
         made  by the  Sellers  in this  Agreement  as of the  Closing,  or (ii)
         determining  whether  the  conditions  set forth in Article 8 have been
         satisfied;  provided,  however  that  the  Closing  of the  transaction
         contemplated  by this Agreement will be deemed a waiver by Buyer of any
         untrue  representation or warranty made by Sellers if and to the extent
         such  inaccuracy is fairly and  accurately  disclosed in any of Sellers
         Disclosure Schedules or any such Disclosure Schedule Update.

         5.14 Employees of the Buyers.  Each of the Sellers agrees that Buyer is
under no  obligation  to offer to or to hire any  employee of the  Business  and
agrees (i) to  cooperate  in Buyer's  efforts  to hire  those  employees  of the
Business  designated by Buyer;  (ii) to advise Buyer of the terms and conditions
of employment (including existing severance,  retirement benefits,  etc.) of all
such employees;  (iii) to make such employees  available for interview by Buyer;
and (iv) to  encourage  all such  employees as are selected by Buyer to consider
employment with Buyer. In addition, for those employees whom Buyer has agreed to
hire and who have  agreed  to  become  employees  of Buyer  effective  as of the
Closing ("New Hires"),  each of the Sellers agrees during the period between the
date hereof and the Closing (i) not to terminate  the  employment  of any of the
New  Hires  (other  than for  cause in line  with  Sellers'  current  employment
policies)  without the express  written  permission of Buyer (which shall not be
unreasonably withheld);  and (ii) to continue to pay the compensation,  withhold
and pay taxes and other deductions,  provide the benefits to which the New Hires
are entitled  pursuant to federal and state law and pursuant to the policies and
practices of Sellers.

         5.15  Change  of Name of PLM  Rental.  Within  30  days  following  the
Closing,  Sellers  shall have changed the name of PLM Rental to another name not
confusingly  similar to the current name of PLM Rental and provided  evidence of
the  amendment of PLM Rental's  charter for this purpose  having taken effect in
PLM Rental's state of  incorporation  and in any state that such  corporation is
qualified to do business.

         5.16  Filing of  Material  Contracts  of PLM.  PLM shall  file with the
Securities and Exchange Commission this Agreement, the Non-Competition Agreement
and the License of PLM Name (in each case  without  Exhibits or Schedules or any
information that PLM requests confidential treatment for from the Securities and
Exchange Commission, if PLM shall so request) as material contracts, in the case
of this  Agreement,  as part of the exhibits to the PLM Proxy  Statement and, in
the case of the Non-Competition Agreement and the License of PLM Name, after the
Closing  as part of the  exhibits  to  PLM's  next  periodic  report  under  the
Securities Exchange Act of 1934.

         5.17 Environmental  Information.  Sellers shall have disclosed to Buyer
no  later  than  fifteen  (15)  business  days  after  the date  hereof,  having
interviewed those of Sellers' employees with knowledge of  environmental-related
issues associated with any of the Leased Facilities, all written information and
all documents in Sellers' possession,  custody or control,  that discuss,  arise
from,  or otherwise  relate to the  generation,  transportation,  use,  storage,
emission, discharge, release, or threatened release of any material or substance
regulated or defined by any Environmental, Health and Safety Laws.

                                   Article VI

                               COVENANTS OF BUYER

         Buyer hereby covenants and agrees with Sellers:

         6.1 Certificates.  At the Closing, Buyer will furnish Sellers with such
certificates  of its  officers  and  others  to  evidence  compliance  with  the
covenants set forth in this Article VI.

         6.2 HSR Act Filings.  Promptly  following the date hereof,  Buyer shall
make any and all  filings  which  are  required  under the HSR Act.  Buyer  will
furnish to the Sellers such necessary  information and reasonable  assistance as
the Sellers may request in connection with its preparation of necessary  filings
or  submissions  under  provisions of the HSR Act. Buyer will supply the Sellers
copies of all  correspondence,  filings or communications  (or memoranda setting
forth the substance  thereof) between Buyer or its  representatives,  on the one
hand,  and the Federal  Trade  Commission,  the  Antitrust  Division of the U.S.
Department of Justice or any other  governmental  agency or authority or members
of their respective  staffs on the other hand, with respect to this Agreement or
the transactions  contemplated  hereby,  other than  confidential or proprietary
information therein.

         6.3  Agreements.  Buyer shall  deliver to Sellers on the  Closing  Date
executed counterparts of the documents set forth in Section 1.4(c) hereof.

         6.4 Employees.  Buyer will offer as promptly as reasonably  practicable
following the date hereof employment to no less than sixty (60) employees of the
Business  designated by Buyer that Buyer selects on such terms and conditions as
Buyer will determine, but on terms that are at least as good with respect to job
responsibility,  salary,  and bonus and commission plans and that are comparable
overall,  to the extent reasonably  feasible,  with respect to benefits to those
currently  enjoyed by such employees.  The parties shall work together to insure
that at Closing at least fifty (50) of the employees of the Business  designated
by Buyer that Buyer selects shall have accepted  employment and become employees
of Buyer.  Buyer  shall  notify PLM within  forty-five  (45) days after the date
hereof,  in the  event  that  the  transactions  that  are the  subject  of this
Agreement  have not been  consummated by such date, of the progress made by such
date with respect to the number of employees of the Business who are  reasonably
anticipated to have entered into employment  arrangements  with Buyer by Closing
and whether five of those seven individuals  identified in writing previously by
Buyer to Seller are  reasonably  anticipated  to have  entered  into  employment
arrangements  with Buyer by Closing.  Buyer shall have financial  responsibility
for those employee  severance  costs which are associated  with any employee who
accepts  employment  with Buyer in accordance  with Buyer's  employee  severance
policies,  having  given credit for prior  employment  with  Sellers.  As to any
employees  of Sellers  who  receive  severance  payments  from  Sellers  and are
subsequently  hired by Buyer or any of its  Affiliates  (either as  employees or
contractors)  within 5 months from the Closing  Date,  the  aggregate  amount of
severance  payments made by Sellers to all such employees shall be promptly paid
by Buyer to Sellers.

         6.5 Re-Titling;  Transfer Taxes. Following the Closing, Buyer will take
all steps necessary to re-title all units of Transportation  Equipment  acquired
hereunder  out of the name of Sellers and into Buyer's name within 60 days after
Closing, or if not feasible by such date, as promptly as reasonably  practicable
thereafter,  and to pay the fees payable to the relevant DMV for  re-titling  of
Transportation  Equipment.  Sellers  will  cooperate  reasonably  with  Buyer in
connection therewith.

         For purposes of this Section 6.5,  "Transfer Taxes" means sales and use
Taxes,  or other  similar  Taxes,  imposed  upon and related to sales or uses of
tangible  personal  property.  Notwithstanding  anything to the contrary in this
Agreement, Buyer shall be responsible for all Transfer Taxes associated with the
consummation  of the  transactions  that  are the  subject  of  this  Agreement,
including Taxes or any related interest or penalties arising from or relating to
the position that the transfers made pursuant to this  Agreement  qualify or are
asserted by Buyer to qualify for  exemption or exclusion  from  Transfer  Taxes.
Sellers shall be responsible for (i) Transfer Taxes and any related interest and
penalties  arising from or relating to  transactions  or  activities  of Sellers
prior to Closing,  however they arise, e.g., whether assessed to Buyer or any of
Sellers  directly  or  indirectly,  (ii)  Taxes  and any  related  interest  and
penalties  which  would  otherwise  not be  payable  by Buyer,  but for,  any of
Sellers' failure to comply with Transfer Tax filings or  notifications  that are
legally  required  to  be  filed  by  any  of  Sellers  with  taxing  and  other
governmental  authorities  in connection  with a sale of this type,  unless such
failure  resulted  from any action or  inaction of any of Sellers  approved,  in
advance,  by Buyer in  writing,  and (iii) any  Taxes,  directly  or  indirectly
related to or arising from Pre-Closing liabilities,  and interest and penalties,
with respect  thereto,  arising  from or relating to any of Sellers'  failure to
make any  filings  or  notifications  that are  permitted  to be filed by any of
Sellers  with  state and local  taxing  and other  governmental  authorities  in
connection  with a sale of this type for the states  listed in  Schedule  2.4 in
circumstances  where Buyer has reasonably  requested any of Sellers to make such
filings or notifications.  Provided,  however, that to the extent Buyer requests
any of Sellers to make any filings or notifications for which any of Sellers are
not legally  required to make,  Buyer shall reimburse  Seller for any reasonable
out-of-pocket  costs,  including legal and accounting expenses and fees, and any
amounts  payable to a  governmental  or  regulatory  authority,  not directly or
indirectly related to or arising from Pre-Closing Liabilities,  for which Seller
otherwise would not be responsible hereunder.

         Buyers and Sellers agree to use all commercially  reasonable efforts to
separately  determine the Transfer Tax filings and  notifications  that they are
legally  required to make in a transaction  of this type for the state and local
jurisdictions   of  the  states  listed  in  Schedule  2.4.   After  using  such
commercially reasonable efforts, Buyers and Sellers will inform each other as to
their  respective  determination  as to the  required  filings  along  with  any
permitted  filings of which they are or become  aware.  After so informing  each
other, Buyer and Sellers will reasonably cooperate with each other and will make
available  copies of each filing or notification  upon  reasonable  request that
they respectively make (whether legally required or permitted).

         To the extent  Seller's  payment of sales or use Taxes  attributable to
periods  prior  to the  Closing  generate  credits,  deductions,  exemptions  or
exclusions  in  Illinois,  which may be  available to Buyer or any of Sellers in
determining  the Illinois  sales and use and other similar taxes due in Illinois
in connection with the  transactions  under this Agreement,  Buyer shall, to the
extent  not  legally  prohibited,  receive  the  benefit  of any  such  credits,
deductions, exemptions or exclusions, directly or indirectly.

         6.6  Discharge  of  Obligations.  Buyer will  timely  pay,  perform and
discharge all obligations assumed pursuant to Section 1.3.

         6.7  Notification.  During the period  between  the date hereof and the
Closing, Buyer shall promptly notify the Sellers in writing of:

                  (a) the  discovery by Buyer of any event,  condition,  fact or
         circumstance  that  occurred or existed on or prior to the date of this
         Agreement  and that caused or  constitutes a breach of or inaccuracy in
         any representation or warranty made by Buyer in this Agreement;

                  (b) any event,  condition,  fact or circumstance  that occurs,
         arises or exists after the date of this  Agreement and that would cause
         or  constitute  a breach  of or  inaccuracy  in any  representation  or
         warranty made by Buyer in this Agreement if (i) such  representation or
         warranty had been made as of the time of the  occurrence,  existence or
         discovery of such event, condition, fact or circumstance,  or (ii) such
         event, condition,  fact or circumstance had occurred, arisen or existed
         on or prior to the date of this Agreement;

                  (c)  any breach of any covenant or obligation of Buyer; and

                  (d)  any event, condition, fact or circumstance that may make
the timely satisfaction  of any of the  conditions  set forth in Article VII
impossible or unlikely.

         6.8 Environmental  Assessments.  Buyer will promptly following the date
hereof organize for  environmental  assessments to be carried out on each of the
Leased  Facilities and will use reasonable  efforts to provide in any engagement
arrangement  entered into with any firm of  environmental  consultants  that the
results of such assessments  shall be provided to Buyer no later than fifty (50)
days after the date hereof.

         6.9 Releases.  Buyer will use all  commercially  reasonable  efforts to
obtain prior to Closing releases  substantially in the form set forth in Exhibit
R in respect of the Mees  Pierson  Facility,  the TRAC  Leases and the  Facility
Leases.

                                   Article VII

                    CONDITIONS TO THE OBLIGATIONS OF SELLERS

         Each and  every  obligation  of  Sellers  under  this  Agreement  to be
performed on or before the Closing shall be subject to the  satisfaction,  on or
before  the  Closing,  of each of the  following  conditions,  unless  waived in
writing by Sellers:

         7.1 Representations and Warranties True. All of the representations and
warranties  of Buyer  set  forth in this  Agreement  that  are  qualified  as to
materiality  shall  be true and  complete  when  taken  as a whole  and any such
representations  and  warranties  that  are not so  qualified  shall be true and
complete in all material  respects  when taken as a whole as of the date of this
Agreement  and as of the Closing  Date as if made on and as of the Closing  Date
(except to the extent that any such  representation  or warranty is made as of a
specific date, in which case such  representation  or warranty shall be true and
complete, or true and complete, as the case may be, as of such specified date).

         7.2  Performance.  Buyer  shall  have  performed  and  complied  in all
material  respects with all agreements,  obligations and conditions  required by
this  Agreement  to be  performed  or  complied  with by it on or  prior  to the
Closing, including without limitation the agreements in Section 1.4(c) hereof.

         7.3 HSR Act Waiting Periods; No Governmental  Proceeding or Litigation.
All waiting  periods  applicable to the  transactions  contemplated  hereby with
respect to the  Acquired  Assets  under the HSR Act shall  have  expired or been
terminated.  No suit,  action or other proceeding by any governmental body shall
have been  instituted  which  questions  in any  material  way the  validity  or
legality of the transfer of the Acquired Assets and the Business.

         7.4 No  Injunction.  On the Closing  Date there  shall be no  effective
injunction,  writ,  preliminary  restraining  order or any  order of any  nature
issued by a court of  competent  jurisdiction  directing  that the  transactions
provided for herein or any of them not be consummated as so provided or imposing
any conditions on the consummation of the transactions contemplated hereby which
Sellers deems unacceptable in its sole discretion.

         7.5  Certificates.   Buyer  shall  have  furnished  Sellers  with  such
certificates  of its  officers  and  others  to  evidence  compliance  with  the
conditions  set forth in this  Article  VII as may be  reasonably  requested  by
Sellers.

         7.6 Opinion of Buyer's  Counsel.  Buyer shall have delivered to Sellers
an opinion of  Morrison &  Foerster,  counsel to Buyer,  dated as of the Closing
Date, substantially in the form attached hereto as Exhibit K.

         7.7  Stockholder  Approval.  PLM  Stockholder  Approval shall have been
obtained.

         7.8  Escrow  Agreement.  Buyer  shall  have  entered  into  the  Escrow
Agreement.

         7.9 Employment Arrangements. Buyer shall have as promptly as reasonably
practicable following the date hereof made offers of employment  arrangements to
not less than sixty (60) of the  employees  of the Business on terms that are at
least  as good  with  respect  to job  responsibility,  salary,  and  bonus  and
commission  plans and that are  comparable  overall,  to the  extent  reasonably
feasible, with respect to benefits to those currently enjoyed by such employees.
This condition shall terminate  automatically  and no longer be applicable sixty
(60) days after the date hereof.

                                  Article VIII

                       CONDITIONS TO OBLIGATIONS OF BUYER

         Each and every obligation of Buyer under this Agreement to be performed
on or before the Closing shall be subject to the satisfaction,  on or before the
closing, of each of the following conditions, unless waived in writing by Buyer:

         8.1 Representations and Warranties True. All of the representations and
warranties  of Sellers  set forth in this  Agreement  that are  qualified  as to
materiality  shall  be true and  complete  when  taken  as a whole  and any such
representations  and  warranties  that  are not so  qualified  shall be true and
complete  when taken as a whole as of the date of this  Agreement  and as of the
Closing Date as if made on and as of the Closing Date (except to the extent that
any such representation or warranty is made as of a specific date, in which case
such representation or warranty shall be true and complete, or true and complete
in all  material  respects,  as the case  may be,  as of such  specified  date).
Notwithstanding  the  foregoing,  Buyer  agrees  that  this  condition  shall be
satisfied  for all  purposes  hereunder so long as the  aggregate  amount of any
Damages Buyer would have with respect to any breaches of the representations and
warranties of (x) Sellers set forth in this Agreement,  and (y) the Partnerships
set forth in the Partnerships Asset Purchase  Agreement,  does not exceed in the
aggregate Two Million Two Hundred Thousand Dollars ($2,200,000.00).

         8.2  Performance.  Sellers  shall have  performed  and  complied in all
material  respects with all agreements,  obligations and conditions  required by
this  Agreement  to be  performed  or  complied  with by it on or  prior  to the
Closing, including without limitation the agreements in Section 1.4(b) hereof.

         8.3 HSR Act Waiting Periods; No Governmental  Proceeding or Litigation.
All waiting  periods  applicable to the  transactions  contemplated  hereby with
respect to the  Acquired  Assets  under the HSR Act shall  have  expired or been
terminated.  No suit,  action or other proceeding by any governmental body shall
have been  instituted  which  questions  in any  material  way the  validity  or
legality of the transfer of the Acquired Assets and the Business.

         8.4 No  Injunction.  On the Closing  Date there  shall be no  effective
injunction,  writ,  preliminary  restraining  order or any  order of any  nature
issued by a court of  competent  jurisdiction  directing  that the  transactions
provided for herein or any of them not be consummated as so provided or imposing
any conditions on the consummation of the transactions contemplated hereby which
Buyer deems unacceptable in its sole discretion.

         8.5 Opinion of Seller's Counsel.  Sellers shall have delivered to Buyer
the opinion of Greene Radovsky Maloney & Share LLP, counsel to Sellers, dated as
of the Closing Date, substantially in the form attached hereto as Exhibit L.

         8.6  Consents  Obtained;  90% of the Business  Obtained;  Environmental
Insurance Obtained.  All approvals and consents referred to in Schedule 8.6 in a
form reasonably  satisfactory to Buyer,  including without  limitation under the
TRAC Leases, the Facility Leases and the Mees Pierson Facility,  shall have been
obtained;  provided,  however,  that, at the request of Sellers,  if Sellers are
unable to obtain the consent of any lessor  under one or more of the TRAC Leases
or the lender under the Mees Pierson  Facility and Buyer is willing to waive the
requirement to obtain such consent and is willing to consummate the transactions
that are the subject of this Agreement,  then the Estimated Purchase Price shall
be  adjusted  as a result of  adjusting  the  Assumed  Liabilities  to take into
account  the  amounts  owing to such  lessor(s)  or lender,  as the case may be,
(excluding  prepayment and breakage fees and expenses),  and all obligations and
liens or  encumbrances  arising  under the  relevant  TRAC  Lease(s) or the Mees
Pierson  Facility,  as the case may be, shall have been discharged and released.
Not less  than 90% of the net book  value of the  Business  shall as a result of
consummation of this Agreement and the Partnerships  Asset Purchase Agreement be
owned by Buyer.  Sellers  shall have paid all premiums on and incepted  coverage
with reputable insurers on behalf of Buyer (with Buyer named as loss payee) on a
policy of  insurance  on no less  favorable  terms to the parties than those set
forth in the specimen  policy and related  memo  attached as Schedule 8.6 hereto
with respect to any liability relating to investigation,  removal,  remediation,
containment,  cleanup or abatement required under any Environmental,  Health and
Safety  Laws,  whether  on-site or  off-site,  arising out of or relating to, in
whole or in part, any event,  release,  circumstance or occurrence arising prior
to the Closing,  whether or not  disclosed in this  Agreement;  such coverage to
relate  to  any   present  or  future   action,   suit,   proceeding,   hearing,
investigation,  charge,  complaint,  claim or demand  under  any  Environmental,
Health and Safety  Laws  against  the  Business  or Buyer and giving rise to any
liability  for  Damage  in  connection  with any  Leased  Facility  (surface  or
subsurface) that is assumed by Buyer as an Assumed Liability at Closing,  or for
any  illness  of or  bodily  injury to any  individual  and to  include  without
limitation business interruption in relation thereto; such coverage also to have
a per  occurrence  limit of  $5,000,000.00  and an  aggregate  maximum  limit of
$15,000,000.00,  and to be  effective  for a  period  of not  less  than 3 years
following the Closing Date.

         8.7  Agreements.  Sellers  shall have  entered  into the License of PLM
Name, the Transition Services Agreement, the Non-Competition  Agreement, and the
Escrow Agreement.

         8.8 PLM Stockholder  Approval.  The PLM Stockholder Approval shall have
been obtained.

         8.9 Employment  Arrangements.  Buyer shall have entered into employment
arrangements with not less than fifty (50) of the employees of the Business, who
shall  include  not less  than five of those  seven  individuals  identified  in
writing   previously  by  Buyer  to  Seller.   This  condition  shall  terminate
automatically and no longer be applicable sixty (60) days after the date hereof.

         8.10  Partnerships  Asset  Purchase  Agreement.  At  the  Closing,  the
transactions  contemplated by the Partnerships Asset Purchase Agreement shall be
consummated.

         8.11 No Business  Material  Adverse Effect since March 31, 2000.  There
shall have been no Business Material Adverse Effect since March 31, 2000.

                                   Article IX

                            SURVIVAL; INDEMNIFICATION

         9.1   Survival.   The   representations,   warranties,   covenants  and
obligations of the parties contained in this Agreement shall survive the Closing
for the  period  set  forth in this  Section  9.1 and shall  not be  limited  or
otherwise  affected by or as a result of any  information  furnished  to, or any
investigation  made by, or the Knowledge  of, any of the parties.  The covenants
and  obligations  of each of the  Sellers in  Sections  1.2,  1.5,  Article  II,
Sections  5.15,  5.16 and 6.5,  Article IX and XI shall  survive  the Closing in
accordance  with  their  terms and  otherwise  until the  applicable  statute of
limitations  has run thereon.  Save as set forth above and below,  following the
Closing all of the  representations,  warranties,  covenants and  obligations of
Sellers  contained  in this  Agreement  and all claims and causes of action with
respect  thereto,  shall  terminate upon expiration of the later of December 31,
2000 or six months after the Closing Date,  except that (i) the  representations
and  warranties  in Section  3.21 and 3.12 (and the  covenants  and  obligations
related thereto) and the  indemnification  in Section 9.3(iv) (and the covenants
and  obligations  related  thereto)  shall  survive the Closing  until the third
anniversary of the Closing Date, and (ii) the  representations and warranties in
Section  3.17  (and the  covenants  and  obligations  related  thereto)  and the
indemnification  in Section 9.3(ii) (and the covenants and  obligations  related
thereto) shall survive the Closing until the  applicable  statute of limitations
has run thereon, and the representations,  warranties, covenants and obligations
of Buyer  contained in this  Agreement  and all claims and causes of action with
respect  thereto  shall  survive the  Closing  until the  applicable  statute of
limitations has run thereon, it being understood that in the event notice of any
claim for  indemnification  under  Section 9.2 or Section 9.3 hereof  shall have
been  given  within  the  applicable   survival  period,  the   representations,
warranties,   covenants   and   obligations   that  are  the   subject  of  such
indemnification  claim  shall  survive  until such time as such claim is finally
resolved.

         9.2  Indemnification  by  Buyer.  Buyer  hereby  agrees  that it  shall
indemnify,   defend  and  hold  harmless  Sellers,  their  Affiliates,  and,  if
applicable,  their  respective  directors,  officers,  shareholders,   partners,
attorneys,  accountants,  agents and employees and their heirs,  successors  and
assigns (the "Seller  Indemnified  Parties") from, against and in respect of any
Damages imposed on,  sustained,  incurred or suffered by or asserted against any
of the Seller Indemnified Parties, directly or indirectly relating to or arising
out of (i) any breach of any  representation or warranty made by Buyer contained
in  this  Agreement,   (ii)  the  Assumed   Liabilities  and  the   Post-Closing
Liabilities,  and  (iii)  the  breach  of any  covenant  or  agreement  of Buyer
contained in this Agreement.

         9.3 Indemnification by Sellers.  Each of the Sellers hereby jointly and
severally  agrees that it shall  indemnify,  defend and hold harmless Buyer, its
Affiliates   and,  if  applicable,   their   respective   directors,   officers,
shareholders,  partners, attorneys,  accountants, agents and employees and their
heirs, successors and assigns (the "Buyer Indemnified Parties" collectively with
the Seller Indemnified Parties,  "Indemnified  Parties" and each an "Indemnified
Party")  from,  against  and in respect of any Damages  imposed  on,  sustained,
incurred  or  suffered  by or  asserted  against  any of the  Buyer  Indemnified
Parties,  directly or indirectly relating to or arising out of (i) any breach of
any  representation  or warranty  made by any of the Sellers  contained  in this
Agreement  for the period such  representation  or warranty  survives,  (ii) the
Excluded  Liabilities  (with the exception of those  liabilities  or obligations
attributable  to any period prior to Closing  arising  under any  Environmental,
Health and Safety Laws), (iii) the breach of any covenant or agreement of any of
the Sellers  contained in this  Agreement  for the period that such  covenant or
agreement survives the Closing, and (iv) liabilities or obligations attributable
to any  period  prior to Closing  arising  under any  Environmental,  Health and
Safety Laws.

         9.4 Indemnification Procedures. With respect to third party claims, all
claims for  indemnification by any Indemnified Party hereunder shall be asserted
and  resolved  as set forth in this  Section  9.4. In the event that any written
claim or demand for which an indemnifying party, any Seller or Buyer as the case
may be (a "Seller  Indemnifying  Party" or a "Buyer  Indemnifying  Party" as the
case may be and  collectively,  an "Indemnifying  Party") would be liable to any
Indemnified  Party hereunder is asserted  against or sought to be collected from
any Indemnified  Party by a third party,  such Indemnified Party shall promptly,
but in no event more than 15 days following such Indemnified  Party's receipt of
such claim or demand,  notify the Indemnifying Party of such claim or demand and
the amount or the estimated  amount  thereof to the extent then feasible  (which
estimate  shall not be  conclusive of the final amount of such claim and demand)
(the  "Claim  Notice").  The  Indemnifying  Party  shall  have 30 days  from the
personal delivery or mailing of the Claim Notice (the "Notice Period") to notify
the  Indemnified  Party  whether  or not the  Indemnifying  Party  disputes  the
liability of the  Indemnifying  Party to the  Indemnified  Party  hereunder with
respect  to such  claim or  demand.  All  costs  and  expenses  incurred  by the
Indemnifying  Party in defending  such claim or demand shall be a liability  of,
and shall be paid by, the Indemnifying Party. In the event that the Indemnifying
Party notifies the Indemnified Party within the Notice Period that it desires to
defend the Indemnified Party against such claim or demand, the Indemnified Party
may proceed with the defense of such claim or demand and the Indemnifying  Party
shall bear and pay all costs and expenses (including  reasonable attorneys' fees
and costs) in connection with the Indemnified  Party's defense of any such claim
or demand  (whether or not incurred by the Indemnified  Party).  The Indemnified
Party  shall not  settle,  adjust or  compromise  a claim or demand  without the
consent of the  Indemnifying  Party,  which  consent  shall not be  unreasonably
withheld.  If the  Indemnified  Party  permits  the  Indemnifying  Party to have
control of the defense of any such claim or demand,  then the Indemnifying Party
shall not,  without the prior written  consent of the Indemnified  Party,  which
consent shall not be  unreasonably  withheld,  settle,  adjust or compromise any
such claim or demand. If the Indemnifying Party elects not to contest such claim
or demand, whether by not giving the Indemnified Party timely notice as provided
above or otherwise, then the amount of any such claim or demand, or, if the same
be contested by the  Indemnified  Party,  then that portion  thereof as to which
such defense is unsuccessful  (and the reasonable costs and expenses  pertaining
to such defense) shall be the liability of the Indemnifying Party hereunder. The
Indemnifying  Party will give the  Indemnified  Party and its counsel access to,
during normal business hours, the relevant business records and other documents,
and  shall  permit  them to  consult  with  the  employees  and  counsel  of the
Indemnifying Party.

         9.5 Indemnification Limits. Other than in the case of any claim arising
under Section 6.5 and 9.3(ii), a Seller Indemnifying Party shall not be required
to  indemnify  any  Buyer  Indemnified  Party  with  respect  to any  claim  for
indemnification  pursuant  to this  Article  IX unless  and until the  aggregate
amount of Damages suffered by the Buyer Indemnified Parties under this Agreement
or by the Buyer Indemnified  Parties (as defined therein) under the Partnerships
Asset Purchase  Agreement exceeds in aggregate One Million Two Hundred And Fifty
Thousand Dollars  ($1,250,000.00)  (the "Threshold"),  at which point the Seller
Indemnifying Parties shall indemnify the full amount of the Damages,  subject to
any applicable limitations in this Article IX on the Seller Indemnifying Party's
indemnification  obligations.  Buyer shall notify PLM as promptly as  reasonably
practicable of all claims that count towards the Threshold.  In addition, to the
extent the Threshold is  applicable,  the  aggregation of claims must only reach
the Threshold once, and after such point the Buyer Indemnified  Parties may seek
indemnification  for all claims that may arise under this Article IX. Other than
in  the  case  of  any  claim  arising  under  Section  6.5  and  9.3(ii),   the
indemnification  obligations  of the  Seller  Indemnifying  Parties  under  this
Article  IX shall not exceed in the  aggregate  an amount  equal to the  Premium
under this Agreement and the Premium (as defined therein) under the Partnerships
Asset Purchase  Agreement in aggregate;  provided that, in the case of any claim
relating to any  liability  or  obligation  attributable  to any period prior to
Closing   arising  under  any   Environmental,   Health  and  Safety  Laws,  the
indemnification  obligations  of the  Seller  Indemnifying  Parties  under  this
Article IX shall not exceed in  aggregate  the amount of the  deductible  of the
coverage  obtained  pursuant  to Section  8.6,  except  above the amount of such
deductible,  if applicable, to the extent of any exclusion or limitation in such
coverage or lack of coverage in which case the  indemnification  obligations  of
the  Seller  Indemnifying  Parties  under  this  Article IX shall not exceed the
excess of the per occurrence  limit of $5,000,000.00  and the aggregate  maximum
limit of  $15,000,000.00  that would otherwise have been  applicable  under such
coverage  had it been  available,  as the case  may be,  over the sum of (x) any
proceeds  actually  received by, or actually paid by the insurer for the benefit
of, Buyer in accordance with the policy of insurance  referred to in Section 8.6
and (y) such deductible, if applicable, to the extent paid by Sellers hereunder.
Other than in the case of any claim arising under Section 6.5 and 9.3(ii),  with
respect to any claim for  indemnification  hereunder made after Closing (but not
with respect to assessing  the extent of Damages  suffered by Buyer with respect
to  Sections  8.1 and 10.1) if and to the extent that an  Indemnified  Party has
actually  recovered from a third party (including without limitation an insurer)
on an  absolute  basis  that is not  contingent  in any way  the  amount  of any
liability recoverable hereunder,  then to the extent of such actual recovery and
only when actually  received by the  recovering  party the amount  thereof shall
accordingly  reduce the extent of any claim that  would  otherwise  have  arisen
hereunder.  Each party agrees to use its reasonable efforts to pursue any rights
that it may have against any such third party, but unless and until there is any
such actual receipt by the  recovering  party from such third party no liability
shall be reduced hereunder to any Indemnified Party.

                                    Article X

                           TERMINATION AND ABANDONMENT

         10.1 Methods of Termination.  The transactions  contemplated herein may
be  terminated  and/or  abandoned in whole at any time before the Closing (i) by
any party if the PLM Stockholder Approval shall not have been obtained by reason
of the failure to obtain the  required  vote at a meeting of PLM's  stockholders
duly convened therefor or at any adjournment thereof; provided however, that the
right to  terminate  this  Agreement  under this  Section  10.1(i)  shall not be
available  to any of Sellers  where the  failure  to obtain the PLM  Stockholder
Approval  shall  have been  caused by the  action  or  failure  to act of any of
Sellers and such action or failure to act constitutes a breach by any of Sellers
of this Agreement,  (ii) by mutual consent of the parties, (iii) by Buyer at any
time prior to the Closing in the event that Buyer  reasonably  believes that any
representation,  warranty or covenant of any Seller in this  Agreement  has been
breached or was or is not true and correct, provided that such breach results or
would  result  in  aggregate   Damages  under  this   Agreement  and  under  the
Partnerships  Asset  Purchase  Agreement  in excess of Two  Million  Two Hundred
Thousand  Dollars  ($2,200,000.00),  and provided  that such Seller shall have 5
business  days to cure any such breach after receipt of written  notice  thereof
from  Buyer,  (iv) by  Sellers  at any time  prior  to the  Closing  if  Sellers
reasonably  believe  that any  representation,  warranty or covenant of Buyer in
this Agreement has been materially breached or was or is not materially true and
correct,  provided that Buyer shall have 5 business days to cure any such breach
after receipt of written  notice thereof from Sellers,  or (v) by any party,  if
the  Closing has not  occurred on or prior to  September  30,  2000,  unless the
failure to close is a result of the actions or omissions of the party seeking to
terminate this Agreement.

         10.2 Procedure  upon  Termination.  In the event of termination  and/or
abandonment by the Buyer or by the Sellers pursuant to Article X hereof, written
notice thereof shall forthwith be given to the other party and the  transactions
contemplated  by this  Agreement  shall be  terminated  and  abandoned,  without
further action by Buyer or Sellers.  If the  transactions  contemplated  by this
Agreement  are  terminated  and  abandoned  as a  whole  or if  the  obligations
hereunder expire as provided pursuant to Article IX:

                  (a) each party will re-deliver all documents,  work papers and
         other material of any other party  (including  all copies)  relating to
         the  transactions  contemplated  hereby,  whether so obtained before or
         after the execution hereof, to the party furnishing the same;

                  (b) all confidential  information received by any party hereto
         with respect to the business of any other party or its subsidiaries and
         partners shall be treated in accordance with Section 2.1 hereof; and

                  (c) no party  hereto  shall  have  any  liability  or  further
         obligation  to any other  party to this  Agreement  except as stated in
         subparagraphs  (a) and (b) of this Section 10.2, except for breaches of
         this  Agreement  occurring  prior to termination of this Agreement that
         were  intentional  or  for  representations  or  warranties  that  were
         fraudulent or incorrect when made,  and except to the extent  remaining
         applicable for Section 10.3 and Article XI.

         10.3 Break-Up Fee. If: (A) there shall be a failure by PLM to have duly
called, held and convened its stockholders' meeting for the purpose of obtaining
PLM Stockholder Approval by September 25, 2000 (other than as a result of events
substantially  and reasonably  beyond the control of PLM) or any material breach
by PLM of  Section  5.12,  or (B) the PLM Board of  Directors  or any  committee
thereof withdraws its unanimous approval or recommendation of this Agreement and
PLM  Stockholder  Approval is not obtained at a meeting  duly  called,  held and
convened for such purpose, or (C) PLM Stockholder  Approval is not obtained at a
meeting  duly called,  held and  convened  for such purpose and any  Acquisition
Proposal with any person or entity other than with Buyer is consummated within 9
months of the date of this  Agreement,  then PLM  shall pay to Buyer  $3,000,000
(which payment the parties  acknowledge is an integral part of the  transactions
contemplated  by this Agreement and that without this provision  Buyer would not
have entered into this  Agreement  and that in any event such payment would be a
reasonable  and genuine  estimate of Damages  that would be suffered by Buyer if
the  eventualities in which it would be payable occur) in immediately  available
funds within one (1) business day after demand by Buyer. In the case of such fee
becoming  payable  pursuant to Section 10.3(A) or (B), Buyer agrees to reimburse
such fee if nevertheless Closing shall subsequently occur within 9 months of the
date of this Agreement.

                                   Article XI

                            MISCELLANEOUS PROVISIONS

         11.1 Time of the Essence. Time is of the essence under this Agreement.

         11.2  Amendment  and  Modification.  Subject to  applicable  law,  this
Agreement may be amended,  modified and supplemented by written agreement of the
Sellers  and Buyer at any time prior to the Closing  with  respect to any of the
terms contained herein.

         11.3 Waiver of Compliance.  Any failure of any Seller, on the one hand,
or Buyer, on the other, to comply with any  obligation,  covenant,  agreement or
condition  herein  may be  expressly  waived  in  writing  by Buyer or  Sellers,
respectively,  but such waiver or failure to insist upon strict  compliance with
such obligation,  covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure.

         11.4 Expenses. (With the exception of the fees and expenses incurred in
relation to filings under the HSR Act, which shall be shared equally between the
parties),  whether or not the transactions  contemplated by this Agreement shall
be consummated,  each Seller agrees that all fees and expenses incurred by it in
connection with this Agreement shall be borne by Sellers,  and Buyer agrees that
all fees and expenses  incurred by it in connection with this Agreement shall be
borne  by  Buyer  including,   without  limitation,  all  fees  of  counsel  and
accountants.

         11.5 Notices. All notices,  requests,  demands and other communications
required or permitted  hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or mailed,  certified  or  registered  mail
with postage prepaid:

                  (a)  If to Buyer, to:

                            Marubeni America Corporation
                            450 Lexington Avenue
                            New York, New York 10017
                            Attention:  General Counsel

         with a copy to:

                            Morrison & Foerster
                            425 Market Street
                            San Francisco, California 94105
                            Attention:  Robert Townsend, Esq.

         or to such other person or address as Buyer shall furnish to Sellers in
writing.

                  (b) If to Sellers, to:

                            PLM International, Inc.
                            One Market
                            Steuart Street Tower, Suite 800
                            San Francisco, California  94105
                            Attention:  Susan Santo, Esq.

         with a copy to:

                            Greene Radovsky Maloney & Share LLP
                            Four Embarcadero Center, Suite 4000
                            San Francisco, California  94111
                            Attention:  Joseph S. Radovsky

         or to such other person or address as Sellers shall furnish to Buyer in
writing.

         11.6 Assignment.  This Agreement and all of the provisions hereof shall
be binding upon and, except as otherwise provided in this Section,  inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns,  but  neither  this  Agreement  nor  any of the  rights,  interests  or
obligations hereunder shall be assigned by any of the parties hereto without the
prior  written  consent of the other  parties,  except by  operation  of law and
except that Buyer may assign its rights and interests (but not its  obligations)
under this  Agreement to MAC Leasing,  Inc. or any Affiliate that is a direct or
indirect subsidiary of Marubeni Corporation.

         11.7 Publicity.  Neither party shall make or issue, or cause to be made
or issued,  any announcement or written  statement  concerning this Agreement or
the  transactions  contemplated  hereby for  dissemination to the general public
without  first  providing  the  other  parties a copy of any such  statement  or
announcement  and the parties  shall,  whenever  practicable,  consult with each
other  concerning  the  timing  and  content of such  announcement  before  such
announcement  is made.  Sellers have provided to Buyer a copy of PLM's  proposed
announcement  of the signing of this  Agreement  and  permitted  Buyer to have a
reasonable  opportunity to consult thereon and to organize for Buyer's parent to
announce as contemporaneously as reasonably possible in Japan.

         11.8 Governing Law. This  Agreement and the legal  relations  among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of California without regard to its conflicts of law doctrine.

         11.9 Arbitration. Subject to Sections 1.5 and 5.12, any dispute arising
out of this  Agreement,  or its  performance  or breach,  shall be  resolved  by
binding  arbitration  at  San  Francisco,   California,   under  the  Commercial
Arbitration Rules (the "AAA Rules") of the American Arbitration Association (the
"AAA").  This  arbitration  provision is expressly made pursuant to and shall be
governed by the Federal  Arbitration  Act, 9 U.S.C.  Section  1-14.  The Parties
agree that pursuant to Section 9 of the Federal Arbitration Act, a judgment of a
United States District Court of competent jurisdiction shall be entered upon the
award made pursuant to the arbitration.  A single arbitrator, who shall have the
authority  to  allocate  the  costs  of any  arbitration  initiated  under  this
paragraph,  shall be selected according to the AAA Rules within ten (10) days of
the  submission to the AAA of the response to the statement of claim or the date
on which any such response is due, whichever is earlier. The arbitrator shall be
required to furnish to the parties to the arbitration a preliminary statement of
the arbitrator's decision that includes the legal rationale for the arbitrator's
conclusion and the calculations  pertinent to any damage award being made by the
arbitrator.  The  arbitrator  shall  then  furnish  each of the  parties  to the
arbitration  the  opportunity  to comment upon and/or  contest the  arbitrator's
preliminary  statement of decision either,  in the discretion of the arbitrator,
through  briefs or at a hearing.  The  arbitrator  shall render a final decision
following  any such  briefing  or  hearing.  The  arbitrator  shall  conduct the
arbitration  in accordance  with the Federal Rules of Evidence.  The  arbitrator
shall  decide  the  amount  and  extent  of  pre-hearing   discovery   which  is
appropriate.  The arbitrator shall have the power to enter any award of monetary
and/or  injunctive  relief  (including the power to issue  permanent  injunctive
relief  and also  the  power to  reconsider  any  prior  request  for  immediate
injunctive  relief by any party and any order as to immediate  injunctive relief
previously granted or denied by a court in response to a request therefor by any
party), including the power to render an award as provided in Rule 43 of the AAA
Rules; provided,  however, THAT THE ARBITRATOR SHALL NOT HAVE THE POWER TO AWARD
CONSEQUENTIAL,  INDIRECT,  PUNITIVE OR EXEMPLARY DAMAGES UNDER ANY CIRCUMSTANCES
(WHETHER  STYLED  AS  LOSS  OF  PROFIT,  LOSS OF  EXPECTED  ECONOMIC  ADVANTAGE,
PUNITIVE,  EXEMPLARY  OR TREBLE  DAMAGES,  OR ANY  PENALTY OR  PUNITIVE  TYPE OF
DAMAGES)  REGARDLESS  OF  WHETHER  SUCH  DAMAGES  MAY  BE  AVAILABLE  UNDER  ANY
APPLICABLE LAW, THE PARTIES ARE HEREBY WAIVING THEIR RIGHTS,  IF ANY, TO RECOVER
ANY SUCH DAMAGES,  WHETHER IN ARBITRATION OR  LITIGATION.  The arbitrator  shall
have the power to award the prevailing party its costs and reasonable attorneys'
fees; provided,  however, that the arbitrator shall not award attorneys' fees to
a prevailing  party if the prevailing  party received a settlement  offer unless
the  arbitrator's  award to the prevailing party is greater than such settlement
offer without taking into account  attorneys' fees in the case of the settlement
offer or the arbitrator's award. Any arbitration shall be held in San Francisco,
California,  for any claim  brought by the  parties.  In  addition  to the above
courts,  the arbitration award may be enforced in any court having  jurisdiction
over the parties and the subject matter of the arbitration.

         11.10  Counterparts.  This Agreement may be executed  simultaneously in
two or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         11.11  Headings.  The  headings of the  Sections  and  Articles of this
Agreement  are inserted  for  convenience  only and shall not  constitute a part
hereof or affect in any way the meaning or interpretation of this Agreement.

         11.12 Entire Agreement. This Agreement,  including the Exhibits hereto,
the  Sellers  Disclosure  Schedule  and the  other  documents  and  certificates
delivered  pursuant to the terms  hereof,  sets forth the entire  agreement  and
understanding  of the parties hereto in respect of the subject matter  contained
herein, and supersedes all prior agreements, promises, covenants,  arrangements,
communications,  representations or warranties,  whether oral or written, by any
officer, employee or representative of any party hereto.

         11.13 Third  Parties.  Except with respect to MAC Leasing,  Inc. or any
Affiliate  that is a direct or  indirect  subsidiary  of  Marubeni  Corporation,
nothing herein  expressed or implied is intended or shall be construed to confer
upon or give to any  person or  corporation  other than the  parties  hereto and
their  successors  or assigns any rights or remedies  under or by reason of this
Agreement.

         11.14  Severability.  If a court of competent  jurisdiction should hold
any of the provisions of this Agreement invalid, illegal or unenforceable in any
respect,  the remaining  provisions shall  nevertheless be given full effect and
shall be construed as if such invalid,  illegal or  unenforceable  provisions or
part of a provision had never been contained in this Agreement.

         11.15 Sole Remedy.  Buyer's sole and exclusive remedy for breach of any
representation,  warranty or covenant herein (other than with respect to Article
II) following  Closing having occurred  hereunder  shall be the  indemnification
provision contained in Article IX.

         11.16 PLM Liability  with respect to the  Partnerships  Asset  Purchase
Agreement.  PLM agrees  hereunder that PLM shall be jointly and severally liable
to Buyer with  respect to any claim that may be made  against  any or all of the
Partnerships or PLM FSI by Buyer with respect to the Partnerships Asset Purchase
Agreement  and for which any or all of the  Partnerships  or PLM FSI would  have
liability to Buyer thereunder  (except that for the purposes of PLM being liable
under this Section of this Agreement,  if any one or more of the Partnerships or
PLM FSI is liable with respect to the Partnerships Asset Purchase Agreement,  it
shall not be necessary for Buyer to show which of the Partnerships or PLM FSI is
individually  liable or to have to allocate  liability among the Partnerships or
PLM FSI with respect to the  Partnerships  Asset  Purchase  Agreement),  without
prejudice to the  liabilities  and  obligations of the  Partnerships  or PLM FSI
under the Partnerships Asset Purchase Agreement.  For the avoidance of doubt, it
is hereby expressly  agreed and understood that the only limitations  applicable
to any claim  against PLM under this  Section  11.16 shall be those  limitations
that would be  applicable  to any claim under the  Partnerships  Asset  Purchase
Agreement and that no other limitations shall be applicable hereunder.



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed , all as of the day and year first above written.

                          MARUBENI AMERICA CORPORATION


                          By_______________________________________
                            Name:
                            Title:


                          PLM INTERNATIONAL, INC.


                          By_______________________________________
                            Name:
                            Title:


                          PLM RENTAL, INC.
                          d/b/a PLM TRAILER LEASING


                          By_______________________________________
                            Name:
                            Title:


                          TEC ACQUISUB, INC.


                          By_______________________________________
                            Name:
                            Title:



                          PLM TRANSPORTATION EQUIPMENT CORPORATION


                          By_______________________________________
                            Name:
                            Title: