TRUCK LEASE AGREEMENT
                             (TRAC/Non-Maintenance)

  THIS LEASE  AGREEMENT is made as of August 25, 1999 by and between  Associates
Leasing, Inc. (hereinafter called "Lessor"), an Indiana corporation with a place
of business  located at 6160 Stoneridge Mall Rd.,  Stuite #280,  Pleasanton,  CA
94588  and  PLM  International,   Inc.,   (hereinafter   "Lessee"),  a  Delaware
corporation with its principal place of business located at One Market,  Steuart
Street Tower, Suite 800, San Francisco, CA 94105.

  IN CONSIDERATION of the mutual covenants hereinafter contained,  Lessor hereby
leases to Lessee,  and Lessee hereby leases from Lessor, one or more vehicles as
shall from time to time be described in Schedules,  Vehicle  Purchase  Orders or
Delivery  Receipts  executed by  authorized  employees  and agents of Lessee and
accepted by Lessor,  at its sole  discretion,  for the rental and lease term and
upon the terms and conditions set forth below:

1. THIS AGREEMENT is a contract of leasing only and shall consist of the general
terms and  conditions  stated  herein which shall be applicable to every Vehicle
leased hereunder, any Schedule which may hereafter be attached hereto describing
certain  Vehicles  either  individually or as a class and the specific terms for
each, and Delivery  Receipts or other evidences of ordering or delivery for each
Vehicle  delivered to Lessee by Lessor.  without  limiting the generality of the
above,  it is agreed that the terms hereof may be changed for specific  Vehicles
by the Schedules relating thereto. All of said Schedules,  Delivery Receipts and
evidences of ordering or delivery are hereby  incorporated by reference and made
a part hereof. Wherever used herein, the term "Vehicle" or "Vehicles" shall mean
such passenger automobiles, trucks and other vehicles and trailers as are leased
hereunder  from  time to  time,  together  with  all  additional  equipment  and
accessories  thereon.  Vehicles  shall at all times  remain the property of, and
shall be  registered  in the name of  Lessor,  but  shall be under  the full and
complete  control  of  Lessee.   During  the  term  of  this  lease  renewal  of
registration  in the name of Lessor shall be the  responsibility  and expense of
Lessee,  and Lessor will,  upon Lessee's  request,  furnish to Lessee a power of
attorney to this end. Lessee  recognizes  that it has acquired no right,  title,
option or  interest  in or to any of the  Vehicles  and agrees that it shall not
assert  any  claim in or to an  interest  in any  Vehicle  other  than that of a
lessee.  Lessee shall at all times,  and at its sole expense and cost,  keep the
Vehicle(s) free from all levies,  attachments,  liens and encumbrances and other
judicial  process  other than those arising  solely from acts of Lessor.  Lessee
shall give Lessor immediate  written notice of any action taken by a third party
which may jeopardize Lessor's rights in any Vehicle and shall indemnify and hold
Lessor harmless from any loss or damages caused thereby.


2. LESSEE AGREES to pay Monthly Rental for each Vehicle in the amounts stated in
the Schedule "A" applicable to such Vehicle.  Such amounts shall be equal to the
product of the Monthly  Rental  Factors stated in such Schedule for such Vehicle
multiplied by the Schedule "A" Value of such vehicle stated in such Schedule.


The Monthly Rentals are subject to final depreciation  adjustment as provided in
Section 9 of this Lease, using a Final Adjustment  Percentage which is stated in
the Schedule "B" applicable to such Vehicle.

"Schedule "A" Value" as used herein shall mean the amount  designated as such in
the  Schedule  "A" of such  Vehicle,  representing  the value of such Vehicle as
determined by Lessor.

Lessee  acknowledges  that  Schedule "A" Values set forth in the  Schedules  are
based upon the  manufacturer's  price and the amount of  required  equipment  in
effect on the date the Schedule is executed.  The "Residual  Value"  assigned to
each Vehicle  represents the product of (a) the Schedule "A" Value multiplied by
(b) the Final Adjustment  Percentage  corresponding to expiration of the Maximum
Term for such Vehicle, and is provided for informational purposes only.

In addition to the Monthly Rental, Lessee shall pay to Lessor upon demand and as
Additional  Rental all other  charges  payable by Lessee which have been paid by
Lessor.  Lessor  shall  provide  Lessee with  documentation  of any such charges
sufficient to enable Lessee to account for such payments.

3. THE TERM of this Lease in relation to each Vehicle  shall extend for a period
not in excess of the Maximum  Term noted in the  Schedule  'A"  relating to such
Vehicle.  The Lease Term shall commence on the earlier of (i) the date when such
Vehicle is delivered to Lessee or (ii)  forty-eight  hours after Lessee has been
notified,  orally  or in  writing,  that  the  Vehicle  is  ready  for  delivery
(hereinafter  called the "Delivery Date"). If the Delivery Date for such Vehicle
is on or before  the  fifteenth  day of a month,  the  Monthly  Rental  for such
Vehicle  shall  commence as of the first day of such  calendar  month and if the
Delivery Date for such Vehicle is on or after the sixteenth day of a month,  the
Monthly  Rental for such Vehicle shall  commence as of the first day of the next
succeeding  calendar month. Lessee may terminate this Lease as to any Vehicle on
any  anniversary  of the Delivery  Date for such Vehicle by (i) giving notice to
Lessor;  and either (ii)  returning  such Vehicle to Lessor on such  anniversary
date in accordance with Section 8 hereof;  and paying to Lessor any amount owing
pursuant to Section 9 hereof relating to such Vehicle; or (iii) paying to Lessor
the Final  Adjustment  Amount  relating  to such  Vehicle.  For each  Vehicle so
terminated,  the term of this  Lease  shall end on the  earlier  of (i) the date
Lessee pays to Lessor the Final Adjustment Amount relating to such Vehicle; (ii)
the date  such  Vehicle  is sold in  accordance  with  Section 8 hereof or (iii)
forty-five days after the later of (a) such anniversary date or (b) the date the
Vehicle is  actually  returned  to Lessor  and for each  Vehicle as to which the
Maximum Term has expired, the term of this Lease shall end on the earlier of (i)
the date  such  Vehicle  is sold in  accordance  with  Section  8 hereof or (ii)
forty-five  days after the later of (a) the last day of the Maximum  Term or (b)
the date the Vehicle is actually  returned to Lessor. if such date is before the
fifteenth  day of a month,  no Monthly  Rental for such Vehicle shall be payable
for such month; if such date is on or after the fifteenth day of a month, a full
Monthly  Rental shall be payable for such month  without  proration.  Lessee may
terminate  this Lease as to any  Vehicle  effective  at any other time only upon
terms hereafter agreed to by Lessor.

Lessor's failure to deliver vehicles at the time and places specified, by reason
of labor  disorders  or other  circumstances  or events  beyond  the  control of
Lessor, shall not impute liability of any kind to Lessor.

4. THIS LEASE MAY BE  TERMINATED  by either  party  regarding  vehicles not then
ordered or under lease by giving  written  notice  thereof to the other party at
least five days in advance of the proposed termination date. After the giving of
such notice no  additional or  replacement  vehicles will be delivered for lease
hereunder.  Notwithstanding expiration or termination,  all of the provisions of
the Lease shall  continue in full force and effect with  respect to each Vehicle
then ordered  pursuant to request of Lessee or then under lease until the end of
the lease term for such Vehicle as provided in Section 3 hereof.

5. USE OF VEHICLES under this Lease is permitted only in the conduct of Lessee's
business  in the United  States and  occasionally  in Canada and only for lawful
purposes.  The conduct of Lessee's  business  shall  consist of  subleasing  the
Vehicles  from  time  to  time  to  various  third-party  sublessess.  When  not
subleased,  the  Vehicles  shall be stored  at any of  Lessee's  *number  rental
business  locations  throughout  the United  States.  Lessee  shall  require all
sublessees of the Vehicles to comply with all relevant  provisions of this Lease
Agreement.  No Vehicle shall be used off an improved road or for  transportation
of  passengers  or  of  material  designated  as  extra-hazardous,  radioactive,
flammable or  explosive.  Lessee will permit the Vehicles to be operated only by
safe and careful  drivers who are qualified and properly  licensed in accordance
with the laws of the jurisdiction where such Vehicles are used. All operators of
the  Vehicles  will be  conclusively  presumed  to be the agents,  employees  or
servants of Lessee and not of Lessor.  Upon any complaint from Lessor specifying
illegal,  negligent,  reckless,  careless or abusive  handling of the  Vehicles,
Lessee  shall  promptly  take such steps as may be necessary to stop and prevent
the recurrence of any such practice.  Lessee shall in all respects  comply,  and
cause  all  persons  operating  the  Vehicles  to  comply,  with all  applicable
requirements of law (including but not limited to rules,  regulations,  statutes
and  ordinances)  relating to the  licensing  maintenance  and  operation of the
Vehicles (including weight limitations, tire requirements, load, axle and spring
limits) and with all terms and  conditions of policies of insurance  relating to
the  Vehicle.  Lessee  agrees that it will not load any Vehicle in excess of the
lesser of (i) the payload  capacity noted in the  manufacturer's  specifications
for such Vehicle or (ii) the maximum amount permitted by applicable law.

6. MONTHLY  RENTAL and all other amounts owing by Lessee shall be paid to Lessor
at its address  stated on page one hereof or at such other place as Lessor shall
hereafter notify Lessee in writing.

Monthly Rentals shall be due and payable in advance on the first day of each and
every month during the term hereof;  provided,  however,  that the first Monthly
Rental for a Vehicle with a Delivery  Date on or before the  fifteenth  day of a
month shall be due and payable on the Delivery Date, whether or not Lessee shall
have received a statement for such amount.  Lessor will render to Lessee monthly
statements  of the amounts  payable on all Vehicles  under this Lease and Lessee
shall,  within ten (10) days after receipt of such  statements,  make payment by
one wire transfer for each such statement to the order of Lessor for the Monthly
Rental,  Additional  Rent and other  sums,  if any,  covered by such  statements
without  abatement,  off-set or  counterclaim  arising  out of any  circumstance
whatsoever.  Lessee  hereby  waives  any and all  existing  or future  claims of
off-set  against the Monthly  Rentals,  Additional  Rents and Adjusted Rents due
hereunder,  and agrees to make such payments  regardless of any off-set or claim
which may be  asserted by Lessee or on its behalf.  For each  Monthly  Rental or
other sum due hereunder  which is not paid when due, Lessee agrees to pay Lessor
a delinquency  charge calculated thereon at the rate of 1 1/2% per month for the
period of delinquency or, at Lessor's option, 5% of such Monthly Rental or other
sum due hereunder,  provided that such a delinquency charge is not prohibited by
law,  otherwise  at the highest rate Lessee can legally  obligate  itself to pay
and/or Lessor can legally collect.

7. FEES, TAXES,  GOVERNMENTAL  ASSESSMENTS AND CHARGES  (INCLUDING  INTEREST AND
PENALTIES  THEREON) of whatsoever  nature,  by whomsoever  payable,  (other than
federal,  state or local  taxes  levied  on the net  income of  Lessor)  levied,
assessed or incurred  during the entire term of the Lease in connection with the
Vehicles  including,  but not limited to, the  titling and  registration  of the
Vehicles in all  jurisdictions  required by the nature of Lessee's  business and
the purchase,  sale,  ownership,  rental, use, inspection and operation thereof,
shall be paid by  Lessee.  In the event any of said  fees,  taxes,  governmental
assessments and charges shall have been paid by Lessor, or if Lessor is required
to collect or pay any thereof,  Lessee shall  reimburse  Lessor  therefor,  upon
demand,  as Additional  Rent, to the end that Lessor shall receive the rental as
provided  in  Sections  2 and 9  hereof  as a net  return  on the  Vehicles.  If
requested by Lessor, Lessee agrees to file, or to refrain from filing, on behalf
of Lessor in form  satisfactory  to Lessor and before the due date thereof,  all
required tax returns and reports  concerning  the Vehicles with all  appropriate
governmental agencies and to mail a copy thereof to Lessor concurrently with the
filing  thereof.  Lessee  further  agrees  to keep or  cause to be kept and made
available  to Lessor any and all  necessary  records  relative to the use of the
Vehicles  and/or  pertaining  to  the  aforesaid  fees,   taxes,   goverrmental,
assessments and charges.  Lessee's  obligations under this Section shall survive
the expiration or termination of this Lease.

8. LESSEE  SHALL  RETURN each  Vehicle to Lessor,  at Lessee's  expense,  at the
expiration  or  termination  of this Lease in  relation  to such  Vehicle at the
location  where  delivery was made or at such other location as is designated by
Lessor in the same  working  order,  condition  and repair as when  received  by
Lessee,  excepting only  reasonable wear and tear caused by normal usage of such
Vehicle, together with all license plates,  registration certificates,  or other
documents  relating to such Vehicle.  Upon request of Lessee,  Lessor may at its
sole  discretion  allow Lessee to retain some or all of such  license  plates or
other documents.  Unless otherwise agreed by Lessor, Lessee shall give Lessor at
least sixty, and not more than ninety, days notice of the return of any Vehicle.
After said  return,  Lessor  shall  cause  such  Vehicle to be sold at public or
private sale, at wholesale,  for the highest cash offer  received and still open
at the time of sale.  The "net sale  proceeds" for said Vehicle shall be the net
amount received and paid to Lessor after deducting the cost of sale, the cost of
cleaning,  repairing,  equipping  or  transporting  said  vehicle  and any other
expenses of Lessor in connection therewith.  Alternatively,  Lessee may purchase
each  Vehicle for the Final  Adjustment  Amount.  Upon receipt of payment of the
Final  Adjustment  Amount  together with any and all  applicable  sales or other
taxes  due in  connection  therewith,  and any and all  remaining  sums or other
amounts payable under this Lease Agreement or a relevant Schedule,  Lessor shall
transfer all its right,  title and interest in and to the Vehicle to Lessee. The
Vehicle shall be transferred  AS-IS and WHERE-IS  without any express or implied
representations or warranties.

9. FINAL  ADJUSTMENT  for each Vehicle will be made upon receipt of the net sale
proceeds  therefor  and,  unless any default  shall have  occurred and except as
provided below;  Lessor shall pay to Lessee the amount, if any, by which the sum
of (a) the net sale proceeds,  and (b) surplus insurance recoveries,  if any, on
such Vehicle, exceeds (c) a Final Adjustment Amount, as defined herein, for such
vehicle  calculated as of the rental  payment date next  preceding the date such
Vehicle was  returned  to Lessor  (referred  to  hereafter  as the  "Calculation
Date').  The Final  Adjustment  Amount for any Vehicle as of a Calculation  Date
shall be computed by multiplying the Schedule 'Al Value for such Vehicle by that
percentage ("Final Adjustment  Percentage") opposite the respective  Calculation
Date as set forth in the Final  Adjustment  Table attached hereto as Schedule B.
If the sum of items (a) and (b) is less than item (c), Lessee shall,  within ten
days after  notice  thereof,  pay the  deficiency  to Lessor as Adjusted  Rental
without  abatement,  off-set or  counterclaim  arising  out of any  circumstance
whatsoever.  Lessor shall  promptly  determine the  aforesaid  amounts and shall
render  statements  therefor  to Lessee.  Lessor may apply any sums  received as
proceeds  from any vehicle  which  would  otherwise  be due to Lessee  hereunder
against any other  obligation of Lessee and Lessor may off-set the amount of any
such rental adjustment against any claim it may have against Lessee.

10. LOSS OF OR DAMAGE TO EACH VEHICLE and loss of use thereof,  from  whatsoever
cause,  are risks  hereby  assumed  by Lessee  from the date  hereof  until such
Vehicle is  returned  to and sold by  Lessor.  If any  Vehicle is lost,  stolen,
damaged or destroyed,  Lessee shall promptly notify Lessor thereof. Lessor shall
have no  obligation  to repair or replace  any such  Vehicle.  There shall be no
abatement  of rental  otherwise  due  hereunder  during  the period a vehicle is
stolen or  missing  or during  the time  required  for any  repair,  adjustment,
servicing  or  replacement  of a Vehicle and Monthly  Rentals  will  continue to
accrue until Final  Adjustment  is made.  Final  Adjustment in relation to lost,
stolen or destroyed  Vehicles  shall be made as provided in Section 9,  promptly
upon payment of the Final Adjustment  Amount or after sale of the salvage and/or
receipt of insurance  proceeds,  as applicable or within  forty-five  days after
such loss,  theft or  destruction;  whichever is earlier.  For purposes of Final
Adjustment,  lost or stolen Vehicles shall be deemed to have been sold as of the
date of such loss or theft,  and the amount of net sale proceeds  therefor shall
be deemed  to be zero.  In no event  shall  Lessor  be  liable  to  Lessee,  its
employees  or agents  for  business  or other  losses by reason of loss,  theft,
destruction, repair, servicing or replacement of any Vehicle.

ll.A  LIABILITY AND PHYSICAL  DAMAGE  INSURANCE,  for bodily injury and property
damage to others,  and damage to or loss of vehicles by collision,  fire, theft,
or  otherwise,  from the time each  Vehicle  is  delivered  to Lessee  until the
Vehicle is sold after return to Lessor and legal title  passes to the  purchaser
thereof,  shall be  purchased  and  maintained  by Lessee.  Lessor  shall not be
required to order vehicles for Lessee's use until binders  disclosing  insurance
coverage  as herein  provided  have been  delivered  to  Lessor.  All  insurance
policies  shall  provide  primary  coverage,  shall  name  Lessor as  additional
insured, shall be in such amounts and with such insurers as shall be approved by
Lessor,  shall provide for a minimum of 15 days prior  written  notice to Lessor
before cancellation or material change for any reason, and shall provide that no
act or default of any person other than Lessor shall  affect  Lessor's  right to
recovery under such policies. The minimum requirement shall be a combined single
limit of $1,000,000  and actual cash value for fire,  theft,  comprehensive  and
collision.  Lessor  may from time to time by notice  to  Lessee  specify  higher
minimum  requirements or additional  risks to be insured  against.  Lessee shall
deliver  the  policies or other  satisfactory  evidence  of  insurance  required
hereunder to Lessor,  but Lessor shall be under no duty to examine such evidence
of  insurance  nor to  advise  Lessee  in the  event  said  insurance  is not in
compliance with this Lease. Evidence of renewal of all expiring policies will be
delivered to Lessor at least 60 days prior to their respective expiration dates.

Lessor does not assume any  liability  for loss of or damage to the  contents or
personal  property  contained in any Vehicles,  and Lessee  hereby  releases and
saves  Lessor  free  from any and all  liability  for loss of or  damage  to any
contents or personal  property  contained  in said  Vehicles  regardless  of the
circumstances under which such loss or damage may occur.

ll.B  INDEMNITIES:  The term  "Liabilities" as used herein shall include any and
all liabilities,  obligations,  losses,  damages,  penalties,  claims,  actions,
suits,  costs,  expenses  and  disbursements  of  whatsoever  kind  and  nature,
including  legal  fees and  expenses,  (whether  or not any of the  transactions
contemplated  hereby are  consummated),  imposed  on,  incurred  by or  asserted
against  Lessor  (which term as used herein shall include  Lessor's  successors,
assigns,  agents,  employees  and  servants) or the Vehicles  (whether by way of
strict or  absolute  liability  or  otherwise),  and in any way  relating  to or
arising out of this lease or the selection,  manufacture,  purchase, acceptance,
ownership, delivery, non-delivery, lease, possession, use, operation, condition,
servicing, maintenance, repair, improvement,  alteration,  replacement, storage,
return  other  disposition  of the Vehicles  including,  but not limited to, (i)
claims  as a  result  of  latent,  patent  or  other  defects,  whether  or  not
discoverable  by Lessor  and  Lessee;  (ii)  claims  for  patent,  trademark  or
copyright infringement;  (iii) tort claims of any kind, (whether based on strict
liability,  on Lessor's alleged  negligence or otherwise),  including claims for
injury or  damage  to  property  or  injury  or death to any  person  (including
Lessee's employees);  and (iv) claims for any interruption of service or loss of
business or anticipatory profits, or consequential damages. Lessor shall have no
responsibility or liability to Lessee,  its successors or assigns,  or any other
person  with  respect  to any  and  all  Liabilities  and,  irrespective  of any
insurance coverage and commencing on the date each Vehicle is ready for delivery
to Lessee,  Lessee hereby assumes  liability for, and hereby agrees, at its sole
cost and expense, to indemnify,  defend,  protect, save and keep harmless Lessor
from and against any and all Liabilities.  Where a Vehicle is operated by Lessee
with a trailer or other equipment not covered by this Lease, then in such event,
Lessee  warrants that such trailer or other  equipment will be in good operating
condition,  compatible in all respects with the Vehicles with which such trailer
or other  equipment is to be used, and in all respects in full  compliance  with
all federal, state and local statutes, ordinances, rules or regulations covering
said trailer or other equipment,  including but not limited to all licensing and
operating requirements.  Lessee hereby assumes liability for, and hereby agrees,
at its sole cost and  expense,  to  indemnify,  defend,  protect,  save and keep
harmless  Lessor  from  and  against  any  and  all  costs,  expenses,  damages,
(including  damages for loss of any Vehicles  leased  hereunder) and Liabilities
resulting from Lessee's  failure to properly  connect,  operate or maintain such
trailer or other  equipment or to comply with any of the foregoing  requirements
or from any other cause.  Lessee agrees to give Lessor prompt  written notice of
any claim or liability hereunder indemnified against.

ll.C   LESSEE'S TAX RELATED INDEMNITIES to Lessor are as follows:

(1) General  Indemnity.  Lessee  agrees to pay and to indemnify  and hold Lessor
harmless,  on an  after-tax  basis,  from and against all sales,  use,  personal
property,  leasing,  leasing use, stamp or other taxes, levies, imposts, duties,
charges or  withholdings  of any nature  (together with any penalties,  fines or
interest  thereon)  now or  hereafter  imposed  against  Lessor,  Lessee  or the
Vehicles or any part thereof or upon the purchase, ownership, delivery, leasing,
possession,  use,  operation,  return or other disposition  thereof, or upon the
rentals, receipts or earnings arising therefrom, or upon or with respect to this
Lease (excluding,  however,  Federal and State taxes on, or measured by, the net
income of Lessor).  Lessee agrees to file, on behalf of Lessor, all required tax
returns concerning the Vehicles with all appropriate  governmental  agencies and
to furnish to Lessor a copy of each such return,  including evidence of payment,
promptly  after the due date of each such filing;  provided,  that, in the event
Lessee is not permitted to file any such return on behalf of Lessor, then Lessee
agrees to prepare and forward each such return to Lessor in a timely manner with
instructions to Lessor with respect to the filing thereof.

(2) Income Tax Indemnity.  Lessee and Lessor agree that Lessor shall be entitled
to accelerated  cost recovery (or  depreciation)  deductions with respect to the
Vehicles,  and if and  only if as the  result  of the acts or  omissions  of the
Lessee, either the United States government or any state tax authority disallow,
eliminate,  reduce,  recapture, or disqualify, in whole or in part, any benefits
consisting of accelerated cost recovery (or depreciation) deduction with respect
to any Vehicle,  Lessee shall then indemnify  Lessor by payment to Lessor,  upon
demand,  of a sum which shall be equal to the amount  necessary to permit Lessor
to receive  (on an  after-tax  basis over the full term of this  Lease) the same
after-tax  cash flow and after-tax  yield  assumed by Lessor in  evaluating  the
transactions  contemplated  by this Lease  (referred  to  hereafter as 'Economic
Return")  that  Lessor  would  have  realized  had  there  not  been a  loss  or
disallowance  of such  benefits,  together  with,  on an  after-tax  basis,  any
interest or penalties which may be assessed by the  governmental  authority with
respect to such loss or  disallowance.  In  addition,  if Lessee  shall make any
addition or  improvement  to any  Vehicle,  and as a result  thereof,  Lessor is
required to include an  additional  amount in its taxable  income,  Lessee shall
also pay to Lessor,  upon  demand,  an amount which shall be equal to the amount
necessary to permit Lessor to receive (on an after-tax  basis over the full term
of this Lease) the same Economic Return that Lessor would have realized had such
addition or improvement not been made.

(3)  Payment  and  Enforceability.  All  amounts  payable by Lessee  pursuant to
subsection  ll.C.(l) or ll.C.(2)  shall be payable  directly to Lessor except to
the  extent  paid  to  a  governmental  agency  or  taxing  authority.  All  the
indemnities  contained in subsection ll.C.(l) or ll.C.(2) shall continue in full
force and effect  notwithstanding  the  expiration or other  termination of this
Lease in whole or in part and are  expressly  made for the benefit of, and shall
be enforceable by, Lessor.  Lessee's  obligations under subsection  ll.C.(l) and
ll.C.(2) shall be that of primary  obligor  irrespective of whether Lessor shall
also be indemnified  with respect to the same matter under some other  agreement
by another party.

(4) Duration.  The  obligations of Lessee under  subsection  ll.C. are expressly
made for the benefit of, and shall be enforceable  by, Lessor without  necessity
of declaring  this Lease in default and Lessor may  initially  proceed  directly
against Lessee under this subsection ll.C.  without first resorting to any other
rights of indemnification it may have. In the event that, during the continuance
of this Lease, an event occurs which gives rise to a liability  pursuant to this
subsection ll.C., such liability shall continue,  notwithstanding the expiration
or termination of this Lease, until all payments or reimbursements  with respect
to such liability are made.

ll.D ALL OF LESSEE'S obligations, indemnities and liabilities under this Section
11 shall survive the expiration or  termination  of this Lease.  Notwithstanding
anything else herein to the contrary,  in the event that Lessee fails to procure
or  maintain  insurance  as above  provided  or fails to  perform  any  other of
Lessee's duties or obligations as set forth in this Lease, Lessor may, but shall
have no  obligation  to, obtain such  insurance at Lessee's  expense and perform
such other duties and  obligations of Lessee and any amounts  expended  therefor
shall be due and payable immediately as Additional Rent. Lessee shall not use or
permit the use of any Vehicle at any time when the insurance  described above is
not in effect.

12.A  EXPENSE OF  OPERATION  AND  MAINTERNCE  of  Vehicles  in  accordance  with
manufacturer's   recommendations  and  in  condition   satisfactory  to  Lessor,
including but not limited to, cost of fuel, oil, grease,  repairs,  maintenance,
tires,  tubes,  storage,  parking,  tolls,  fines  and  penalties  shall  be the
responsibility and obligation of Lessee. Lessee shall reimburse Lessor if Lessor
shall pay any of such operating or maintenance  expenses.  If tires or parts are
removed from a Vehicle,  Lessee shall provide comparable  replacements  therefor
and such replacements shall become part of the Vehicles by accession. Lessor may
inspect the Vehicles and Lessee's books and records relating thereto at any time
during Lessor's usual business hours.  Lessee agrees to remove all markings from
the  Vehicles,  at  Lessee's  expense,  prior to the return of the  Vehicles  to
Lessor.

12.B ADDITIONAL  EQUIPMENT  REQUIRED BY LAW. In the event that subsequent to the
Delivery Date of a Vehicle any federal,  state or local law, ordinance,  rule or
regulation  shall  require  the  installation  of any  additional  equipment  or
accessories,  including but not limited to anti-pollution and/or safety devices,
or in the event that any other  modifications  of the Vehicles shall be required
by virtue of such law,  ordinance,  rule or regulation,  then and in any of such
events, Lessee shall pay the full cost thereof, including installation expenses.
Lessor may, at its option, arrange for the installation of such equipment or the
performance  of such  modifications,  and  Lessee  agrees  to pay the full  cost
thereof as Additional Rent, immediately upon receipt of an invoice for same.

13. NO WARRANTIES;  LIMITATION ON LIABILITY:  Lessee acknowledges and agrees (i)
that the Vehicles are of a size,  design,  capacity and manufacture  selected by
Lessee,  (ii) that the Lessor is not the  manufacturer or seller of the Vehicles
or the  manufacturer's  or  seller's  agent and (iii)  that  LESSEE  LEASES  THE
VEHICLES  "AS-IS" AND THAT LESSOR HAS NOT MADE,  AND DOES NOT HEREBY  MAKE,  ANY
REPRESENTATION  OR  WARRANTY,  EXPRESS OR IMPLIED,  AS TO THE VALUE,  CONDITION,
QUALITY, MATERIAL, WORKMANSHIP, DESIGN, CAPACITY,  MERCHANTABILITY,  DURABILITY,
FITNESS  OR  SUITABILITY  OF THE  VEHICLES  FOR ANY USE OR  PURPOSE OR ANY OTHER
REPRESENTATION  OR WARRANTY  WHATSOEVER,  EXPRESS OR IMPLIED WITH RESPECT TO THE
VEHICLES.  IN NO EVENT  SHALL  LESSOR BE LIABLE  FOR LOSS OF OR DAMAGE TO CARGO,
LOSS OF PROFITS OR BUSINESS OR FOR INCIDENTAL,  SPECIAL OR CONSEQUENTIAL DAMAGES
OF ANY NATURE,  HOWSOEVER CAUSED.  Provided Lessee is not in default  hereunder,
during the term of this Lease as to any Vehicle, Lessor hereby assigns to Lessee
any rights Lessor may have under any manufacturer's or seller's warranty, to the
extent that such assignment may be made without  impairing  Lessor's  ability to
assert such rights in its own name under such warranty.

14.A DEFAULT  under this Lease shall occur in the event (i) Lessee shall fail to
pay when due any part of the Monthly Rentals, Additional Rents or Adjusted Rents
payable hereunder or to provide or maintain the insurance required hereby;  (ii)
any of  Lessee's  warranties  or  representations  shall be or become  untrue or
breached; (iii) Lessee shall fail, after fifteen days notice thereof, to correct
any failure in the due  performance and observance of any other of the covenants
and obligations of Lessee  hereunder;  (iv) Lessee shall default under any other
agreement  with Lessor or its  affiliates;  (v) Lessee  transfers a  substantial
portion of its assets  other than in the  ordinary  course of  business;  (vi) a
voluntary or  involuntary  petition  under any statute  relating to  bankruptcy,
reorganization or receivership or under any other statute relating to the relief
of debtors  shall be filed by or against  Lessee or any  guarantor  of  Lessee's
obligations hereunder;  or (vii) Lessee or any guarantor of Lessee's obligations
hereunder  shall  make an  assignment  for the  benefit of  creditors,  admit in
writing to being  insolvent or, if Lessee or such guarantor is a natural person,
if such person shall die.

14.B   LESSOR'S REMEDIES:

(1) In the event of such default  described above,  Lessor shall have no further
obligation to lease vehicles to Lessee and, at the option of Lessor,  all rights
of Lessee hereunder and in and to the Vehicles shall forthwith  terminate.  Upon
such termination Lessee agrees that Lessor may, without notice to Lessee, either
take  possession  of any or all  Vehicles  (with or without  legal  process)  or
require  Lessee to return all Vehicles  forthwith to Lessor at such  location as
Lessor shall designate.  Lessee  authorizes  Lessor and Lessor's agents to enter
any premises where the Vehicles may be found for the purpose of repossessing the
same.  If Lessor  retakes  possession  of any of the Vehicles and at the time of
such retaking there shall be in, upon, or attached to the Vehicles any property,
goods,  or things of value  belonging  to Lessee or in the custody or control of
Lessee, Lessor is hereby authorized to take possession of such property,  goods,
and  things of value and hold the same for  Lessee  or to place  such  property,
goods,  or things of value in public storage for the account of, and the expense
of,  Lessee.  Lessor may at its option (i) sell any or all of the vehicles which
are returned or repossessed  pursuant to this Section and hold Lessee liable for
Adjusted  Rental  as  provided  in  Section  9, or (ii)  lease any or all of the
Vehicles  to a person  other than Lessee for such term and such rental as Lessor
may elect in its sole  discretion,  and apply the proceeds of such lease,  after
first deducting all costs and expenses relating to the termination of this Lease
and the retaking of the vehicles, to Lessee's obligations  hereunder;  provided,
however,  that Lessee shall pay to Lessor immediately upon demand, as liquidated
damages  for loss of bargain  and not as a penalty,  a sum with  respect to each
such Vehicle  which  represents  the excess of the present  value at the time of
termination of all Monthly Rentals which would otherwise have accrued  hereunder
to the end of the Maximum Term for such  Vehicle  over the present  value at the
time of  termination of all Monthly  Rentals which would  otherwise have accrued
hereunder to the end of the Maximum Term for such Vehicle over the present value
of the  aggregate of the rentals to be paid for such Vehicle by such third party
for such period (such present values to be computed in each case on the basis of
a discount  factor equal to the per annum lending rate publicly  announced  from
time to time by Continental  Illinois National Bank and Trust Company of Chicago
as its  prime  rate,  base rate or  reference  rate for  unsecured  loans of the
shortest  maturity to  corporate  borrowers  in effect on the date this Lease is
terminated by Lessor,  from the respective dates upon which such Monthly Rentals
would  have been  payable  hereunder  had this  Lease not been  terminated).  In
addition to the other remedies set forth herein,  if any vehicle is not returned
to Lessor,  or if Lessor is prevented  from taking  possession  thereof,  Lessee
shall pay to Lessor  immediately  upon  demand  the Final  Adjustment  Amount as
provided  in Section 9, as if such  vehicle had been sold on the date this Lease
was terminated, and the amount of net sale proceeds therefor were zero.

(2)  Whether or not the  Vehicles  are  returned  to,  sold or leased by Lessor,
Lessor  shall also recover from Lessee all unpaid  Monthly  Rentals,  Additional
Rents and Adjusted Rents then due or owing together with all costs and expenses,
including  attorneys' fees,  incurred by Lessor in the enforcement of its rights
and  remedies  under this Lease.  In addition,  Lessor may retain as  liquidated
damages all Monthly  Rentals and  Additional  Rents and sale proceeds  received,
including any refunds and other sums which otherwise would be payable to Lessee,
and a sum equal to the  aggregate  of all  Monthly  Rentals  and other  amounts,
including but not limited to any early  termination fee  customarily  charged by
Lessor,  (the due dates of which Rentals and other amounts Lessor may accelerate
at its  option)  which  would have been due during the period  ending,  for each
Vehicle, on the earliest date on which Lessee could have effectively  terminated
this Lease as to such Vehicle pursuant to Section 3 if Lessee had not defaulted,
in sum total not to exceed the Economic Return.

(3) The  remedies in this Lease  provided in favor of Lessor shall not be deemed
exclusive or  alternative,  but shall be cumulative  and shall be in addition to
all other  remedies  in its favor  existing at law or in equity.  Lessee  hereby
waives any right to trial by jury in any action  relating to this Lease, as well
as any  requirements  of law, now or  hereafter in effect,  which might limit or
modify any of the remedies  herein  provided,  to the extent that such waiver is
permitted by law. The failure of Lessor to exercise any of the rights granted it
hereunder  shall not constitute a waiver of any such right or establish a custom
or course of dealing. Except as expressly allowed in Section 5, above,

15.  EXCEPT AS EXPRESSLY  allowed in Section 5, above,  neither this lease,  any
rights or  obligations  hereunder,  nor any rights in or to the  Vehicles may be
assigned or subleased by Lessee without the prior written  consent of Lessor and
no such  assignment or sublease shall be valid or binding on Lessor.  Lessor may
assign this Lease or an interest  hereunder  or in the  Vehicles for any purpose
without consent of or notice to Lessee.

16.  LESSEE  AGREES that at any time and from time to time,  after the execution
and  delivery  of this  Lease,  it shall,  upon  request of Lessor,  execute and
deliver such further documents and do such further acts and things as Lessor may
reasonably  request in order  fully to effect the  purposes of this Lease and to
protect  Lessor's  interest  in the  vehicles,  including,  but not  limited to,
furnishing any and all information  necessary to enable Lessor or its insurer to
defend itself in any litigation  arising in connection  herewith.  Lessee hereby
authorizes  Lessor to insert  serial  numbers,  delivery and Monthly  Rental due
dates,  and other data on the Schedules,  Delivery  Receipts and other documents
relating hereto when such numbers, date and data become known to Lessor.

17.  NOTICES  required  or  permitted  to be given  hereunder  shall be given in
writing  either  personally or by registered or certified  mail addressed to the
respective  party at its address listed on page one hereof or, if such party has
previously given notice of a change of address,  to the address specified in the
last such notice of change of address.  Notices  shall be deemed  received  when
delivered if personally delivered or, if mailed, two business days after deposit
postage prepaid in the United States mails.

18. THIS LEASE will become  effective only upon acceptance by Lessor.  This form
is intended for general use throughout the United States.  Any provision of this
Lease  which  is  prohibited  or  unenforceable  in any  jurisdiction  shall  be
ineffective  in  such   jurisdiction  to  the  extent  of  such  prohibition  or
unenforceability  without invalidating the remaining provisions hereof, any such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.  It is the
intention of the parties  hereto that this  contract  constitute a lease for tax
and other  purposes;  however,  if for purposes of perfection,  this contract is
interpreted by any court as a lease  intended as security,  Lessee hereby grants
to Lessor a security  interest in the vehicles.  THIS  AGREEMENT  REPRESENTS THE
FINAL  AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS,  OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS  BETWEEN THE PARTIES.  This Lease and any Schedules
and other documents  relating hereto may be modified only in a writing signed by
the party against whom enforcement is sought. No vehicle dealer nor any employee
or  agent  of any  dealer  or of any  other  person  has  authority  to make any
representations  to  Lessee on  Lessor's  behalf  as to the  performance  of the
Vehicles,  or as to any  provision  of  this  Lease  or as to any  other  matter
whatsoever.  Lessee has no  authority  to, and shall not,  make any  warranty or
representation concerning the Vehicles to any person on Lessor's behalf.





Date:    August 25, 1999                 LESSEE:
                                         PLM International, Inc.

LESSOR: Associates Leasing, Inc.        By:  /s/ Richard K Brock

By:      /s/ Joseph M. Pitch            Title:  Acting Chief Financial
                                                Officer
Title:  Vice President



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