[Wells Fargo logo - team of horses drawing pioneer carriage]                    
                                                                    MASTER LEASE

Wells Fargo Equipment Finance, Inc.
Investors Building, Suite 300
733 Marquette Avenue
Minneapolis, MN 55479-2048
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                               Master Lease Number 46494 dated as April 02, 1999
Name and Address of Lessee:
PLM INTERNATIONAL, INC.
ONE MARKET STREETt
STEUART TOWER, SUITE  #800
SAN FRANCISCO, CA  94105-1301

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MASTER LEASE PROVISIONS
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1.   LEASE. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to
     lease from Lessor,  the  personal  property  described  in a Supplement  or
     Supplements  to this  Master  Lease from time to time  signed by Lessor and
     Lessee upon the terms and  conditions  set forth  herein and in the related
     Supplement  (such property  together with all  replacements,  repairs,  and
     additions  incorporated therein or affixed thereto being referred to herein
     as the  "Equipment").  The lease of the  items  described  in a  particular
     Supplement  shall be considered a separate  lease  pursuant to the terms of
     the Master Lease and the Supplement the same as if a single lease agreement
     containing such terms had been executed covering such items.

2.   TERM.  The term of this lease with respect to each item of Equipment  shall
     begin on the date it is  accepted  by  Lessee  and shall  continue  for the
     number of consecutive  months from the rent  commencement date shown in the
     related  Supplement  (the  "initial  term")  unless  earlier  terminated as
     provided herein or unless extended  automatically as provided below in this
     paragraph. The rent commencement date is the 15th day of the month in which
     all of the items of Equipment described in the related Supplement have been
     delivered  and  accepted  by  Lessee if such  delivery  and  acceptance  is
     completed  on or before the 15th of such month,  and the rent  commencement
     date is the  last day of such  month if such  delivery  and  acceptance  is
     completed  during the balance of such month.  In the event Lessee  executes
     the related  Supplement  prior to delivery and  acceptance  of all items of
     Equipment described therein,  Lessee agrees that the rent commencement date
     may be left blank when Lessee  executes the related  Supplement  and hereby
     authorizes  Lessor to insert the rent commencement date based upon the date
     appearing on the delivery and acceptance  certificate signed by Lessee with
     respect to the last item of Equipment to be delivered. AUTOMATIC EXTENSION.
     Lessee or Lessor may terminate  this lease at the expiration of the initial
     term by  giving  the  other  at  least  90 days  prior  written  notice  of
     termination.  If neither Lessee nor Lessor gives such notice, then the term
     of this lease shall be extended  automatically on the same rental and other
     terms set forth  herein  (except that in any event rent during any extended
     term shall be payable in the amounts and at the times provided in paragraph
     3) for successive periods of one month until terminated by either Lessee or
     Lessor  giving  the  other  at  least  90  days  prior  written  notice  of
     termination.  

3.   RENT. Lessee shall pay as basic rent for the initial term of this lease the
     amount shown in the related Supplement as Total Basic Rent. The Total Basic
     Rent  shall be  payable  in  installments  each in the  amount of the basic
     rental payment set forth in the related  Supplement  plus sales and use tax
     thereon.  Lessee shall pay advance  installments and any security  deposit,
     each as shown in the  related  Supplement,  on the date it is  executed  by
     Lessee.  Subsequent  installments shall be payable on the first day of each
     rental payment period shown in the related  Supplement  beginning after the
     first rental payment period; provided,  however, that Lessor and Lessee may
     agree to any  other  payment  schedule,  including  irregular  payments  or
     balloon  payments,  in which  event  they  shall be set  forth in the space
     provided in the Supplement for additional provisions. If the actual cost of
     the  Equipment  is  more or less  than  the  Total  Cost  as  shown  in the
     Supplement,  the amount of each  installment of rent will be adjusted up or
     down to provide the same yield to Lessor as would have been obtained if the
     actual cost had been the same as the Total Cost. Adjustments of 10% or less
     may be made by written  notice from Lessor to Lessee.  Adjustments  of more
     than 10%  shall be made by  execution  of an  amendment  to the  Supplement
     reflecting  the change in Total Cost and rent.  During any extended term of
     this lease, basic rent shall be payable monthly in advance on the first day
     of each month  during such  extended  term in the amount equal to the basic
     rental  payment  set forth in the  related  Supplement  if rent is  payable
     monthly  during  the  initial  term or in an  amount  equal to the  monthly
     equivalent of the basic rental payment set forth in the related  Supplement
     if rent is payable other than monthly during the initial term. In addition,
     Lessee shall pay any  applicable  sales and use tax on rent payable  during
     any extended  term.  In addition to basic rent,  which is payable only from
     the rent commencement date as provided above,  Lessee agrees to pay interim
     rent  with  respect  to  each  separate  item  of  Equipment  covered  by a
     particular  Supplement  from the date it is  delivered  and accepted to the
     rent  commencement date at a daily rate equal to the percentage of Lessor's
     cost of such item specified in such Supplement.  Interim rent accruing each
     calendar month shall be payable by the 10th day of the following  month and
     in any event on the rent  commencement  date.  Lessee agrees that if all of
     the items of Equipment  covered by such  Supplement have not been delivered
     and  accepted  thereunder  before the date  specified as the Cutoff Date in
     such  Supplement,  Lessee shall purchase from Lessor the items of Equipment
     then subject to the lease within five days after Lessor's  request to do so
     for a price  equal to  Lessor's  cost of such  items plus all  accrued  but
     unpaid interim rent thereon. Lessee shall also pay any applicable sales and
     use tax on such sale.  

4.   SECURITY  DEPOSIT.  Lessor  may  apply  any  security  deposit  toward  any
     obligation  of Lessee  under this  lease,  and shall  return any  unapplied
     balance  to  Lessee  without   interest  upon   satisfaction   of  Lessee's
     obligations  hereunder.  

5.   WARRANTIES. Lessee agrees that it has selected each item of Equipment based
     upon its own judgment and  disclaims  any reliance  upon any  statements or
     representations  made by Lessor.  LESSOR MAKES NO WARRANTY  WITH RESPECT TO
     THE EQUIPMENT,  EXPRESS OR IMPLIED,  AND LESSOR SPECIFICALLY  DISCLAIMS ANY
     WARRANTY OF  MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE AND ANY
     LIABILITY  FOR  CONSEQUENTIAL  DAMAGES  ARISING  OUT OF  THE  USE OF OR THE
     INABILITY TO USE THE EQUIPMENT.  Lessee agrees to make the rental and other
     payments  required  hereunder  without  regard  to  the  condition  of  the
     Equipment  and to look  only  to  persons  other  than  Lessor  such as the
     manufacturer,  vendor or carrier  thereof  should any item of Equipment for
     any reason be defective. So long as no Event of Default has occurred and is
     continuing,  Lessor agrees, to the extent they are assignable, to assign to
     Lessee, without any recourse to Lessor, any warranty received by Lessor. 

6.   TITLE.  Title to the  Equipment  shall at all times  remain in Lessor,  and
     Lessee at its expense shall protect and defend the title of Lessor and keep
     it free of all claims and liens  other than the rights of Lessee  hereunder
     and claims and liens created by or arising  through  Lessor.  The Equipment
     shall remain personal property  regardless of its attachment to realty, and
     Lessee  agrees to take such  action at its expense as may be  necessary  to
     prevent any third party from  acquiring  any interest in the Equipment as a
     result of its attachment to realty.

7.   LAWS AND TAXES. Lessee shall comply with all laws and regulations  relating
     to the  Equipment  and its use and shall  promptly  pay when due all sales,
     use, property, excise and other taxes and all license and registration fees
     now or  hereafter  imposed  by any  governmental  body or  agency  upon the
     Equipment  or its use or the  rentals  hereunder.  Upon  request by Lessor,
     Lessee shall  prepare and file all tax returns  relating to taxes for which
     Lessee is responsible hereunder which Lessee is permitted to file under the
     laws of the applicable taxing jurisdiction.

           THIS AGREEMENT INCLUDES THE TERMS ON THE ATTACHED PAGE(S).

Lessor:  Wells Fargo Equipment Finance, Inc.     PLM International, Inc. Lessee

By /s/ Lisa K. Lenton                            By /s/ J. Michael Allgood
-------------------------                        ---------------------------
Title: Assistant Vice President                  Title: Vice President and 
                                                        Chief Financial Officer
------------------------                         ---------------------------



<PAGE>



8.   INDEMNITY.  Lessee  hereby  indemnifies  Lessor  against and agrees to save
     Lessor  harmless from any and all liability and expense  arising out of the
     ordering, ownership, use, condition, or operation of each item of Equipment
     during the term of this lease,  including  liability for death or injury to
     persons,  damage to property,  strict  liability under the laws or judicial
     decisions  of any  state  or the  United  States,  and  legal  expenses  in
     defending any claim brought to enforce any such liability or expense.

9.   ASSIGNMENT.  WITHOUT LESSOR'S PRIOR WRITTEN CONSENT,  LESSEE WILL NOT SELL,
     ASSIGN,  SUBLET,  PLEDGE,  OR  OTHERWISE  ENCUMBER OR PERMIT A LIEN ARISING
     THROUGH  LESSEE TO EXIST ON OR AGAINST  ANY  INTEREST  IN THIS LEASE OR THE
     EQUIPMENT,  or remove the  Equipment  from its location  referred to above.
     Lessor may assign its  interest  in this lease and sell or grant a security
     interest  in all or any  part of the  Equipment  without  notice  to or the
     consent of Lessee.  Lessee  agrees not to assert  against  any  assignee of
     Lessor any claim or defense Lessee may have against Lessor.

10.  INSPECTION.  Lessor may inspect the  Equipment at any time and from time to
     time during regular business hours.

11.  REPAIRS.  Lessee will use the  Equipment  with due care and for the purpose
     for which it is  intended.  Lessee  will  maintain  the  Equipment  in good
     repair, condition and working order and will furnish all parts and services
     required  therefor,  all at its expense,  ordinary wear and tear  excepted.
     Lessee shall, at its expense,  make all  modifications  and improvements to
     the Equipment  required by law, and shall not make other  modifications  or
     improvements to the Equipment  without the prior written consent of Lessor.
     All parts,  modifications  and  improvements to the Equipment  shall,  when
     installed  or made,  immediately  become the property of Lessor and part of
     the Equipment for all purposes.

12.  LOSS OR  DAMAGE.  In the event any item of  Equipment  shall  become  lost,
     stolen, destroyed,  damaged beyond repair or rendered permanently unfit for
     use for any reason,  or in the event of condemnation or seizure of any item
     of Equipment, Lessee shall promptly pay Lessor the sum of (a) the amount of
     all rent and other amounts payable by Lessee hereunder with respect to such
     item due but unpaid at the date of such  payment plus (b) the amount of all
     unpaid  rent with  respect to such item for the balance of the term of this
     lease  not  yet  due at the  time  of  such  payment  discounted  from  the
     respective dates installment  payments would be due at the rate implicit in
     the schedule of rental  payments when applied to the cost of such item plus
     (c) 10% of the cost of such item as shown in the related  Supplement.  Upon
     payment of such amount to Lessor,  such item shall  become the  property of
     Lessee, Lessor will transfer to Lessee,  without recourse or warranty,  all
     of Lessor's  right,  title and interest  therein,  the rent with respect to
     such item shall  terminate,  and the basic rental payments on the remaining
     items  shall be  reduced  accordingly.  Lessee  shall pay any sales and use
     taxes due on such transfer. Any insurance or condemnation proceeds received
     shall be credited to Lessee's  obligation  under this  paragraph and Lessor
     shall be entitled to any surplus.

13.  INSURANCE.  Lessee  shall  obtain and  maintain  on or with  respect to the
     Equipment  at its own  expense (a)  liability  insurance  insuring  against
     liability  for bodily  injury and property  damage with a minimum  limit of
     $500,000  combined single limit and (b) physical damage insurance  insuring
     against loss or damage to the Equipment in an amount not less than the full
     replacement  value of the  Equipment.  Lessee shall  furnish  Lessor with a
     certificate of insurance evidencing the issuance of a policy or policies to
     Lessee in at least the minimum amounts  required herein naming Lessor as an
     additional  insured thereunder for the liability coverage and as loss payee
     for the property  damage  coverage.  Each such policy shall be in such form
     and with such insurers as may be satisfactory to Lessor,  and shall contain
     a clause  requiring  the  insurer  to give to Lessor at least 10 days prior
     written  notice  of any  alteration  in the  terms  of such  policy  or the
     cancellation   thereof,   and  a  clause   specifying  that  no  action  or
     misrepresentation  by Lessee shall invalidate such policy.  Lessor shall be
     under no duty to ascertain  the  existence of or to examine any such policy
     or to advise  Lessee in the event any such policy shall not comply with the
     requirements hereof.

14.  RETURN OF THE EQUIPMENT. Upon the expiration or earlier termination of this
     lease,  Lessee will immediately deliver the Equipment to Lessor in the same
     condition as when delivered to Lessee,  ordinary wear and tear excepted, at
     such  location  within  the  continental  United  States  as  Lessor  shall
     designate.  Lessee shall pay all transportation and other expenses relating
     to such delivery.

15.  ADDITIONAL ACTION.  Lessee will promptly execute and deliver to Lessor such
     further  documents  and take such  further  action as Lessor may request in
     order to carry out more  effectively  the intent and purpose of this lease,
     including the execution and delivery of appropriate financing statements to
     protect fully Lessor's  interest  hereunder in accordance  with the Uniform
     Commercial Code or other applicable law. Lessee will furnish,  from time to
     time on request,  a copy of Lessee's latest annual balance sheet and income
     statement.

16.  LATE CHARGES.  If any installment of interim rent or basic rent is not paid
     when due,  Lessor may impose a late charge of up to 5% of the amount of the
     installment  but in any event not more than  permitted by  applicable  law.
     Payments   thereafter   received  shall  be  applied  first  to  delinquent
     installments and then to current installments.

/S/ JMA, LKL
----------------------


<PAGE>



17.  DEFAULT.  Each of the  following  events  shall  constitute  an  "Event  of
     Default"  hereunder:  (a) Lessee shall fail to pay when due any installment
     of interim rent or basic rent;  (b) Lessee shall fail to observe or perform
     any other agreement to be observed or performed by Lessee hereunder and the
     continuance  thereof for 10 calendar days following  written notice thereof
     by Lessor to  Lessee;  (c)  Lessee or any  guarantor  of this  lease or any
     partner of Lessee if Lessee is a partnership  shall cease doing business as
     a going  concern or make an assignment  for the benefit of  creditors;  (d)
     Lessee or any guarantor of this lease or any partner of Lessee if Lessee is
     a   partnership   shall   voluntarily   file,  or  have  filed  against  it
     involuntarily,  a petition for liquidation,  reorganization,  adjustment of
     debt,  or similar  relief  under the federal  Bankruptcy  Code or any other
     present or future  federal or state  bankruptcy  or  insolvency  law,  or a
     trustee,  receiver,  or liquidator  shall be appointed of it or of all or a
     substantial  part of its assets;  (e) any individual  Lessee,  guarantor of
     this lease, or partner of Lessee if Lessee is a partnership  shall die; (f)
     any  financial  or credit  information  submitted by or on behalf of Lessee
     shall prove to have been false or materially  misleading  when made; (g) an
     event of default  shall  occur  under any other  obligation  Lessee owes to
     Lessor;  (h)  any  indebtedness  Lessee  may  now or  hereafter  owe to Any
     affiliate of Lessor shall be accelerated following a default thereunder or,
     if any such  indebtedness  is payable on demand,  payment  thereof shall be
     demanded;  (i) if Lessee is a  corporation,  more than 50% of the shares of
     voting stock of Lessee shall become owned by a shareholder or  shareholders
     who were not owners of voting stock of Lessee on the date this lease begins
     or, if Lessee is a partnership,  more than 50% of the partnership interests
     in the Lessee  shall  become  owned by a partner or  partners  who were not
     partners  of Lessee on the date this lease  begins;  and (j)  Lessee  shall
     consolidate with or merge into, or sell or lease all or  substantially  all
     of its assets to, any individual, corporation, or other entity.

18.  REMEDIES.  Lessor and Lessee agree that Lessor's damages suffered by reason
     of an Event of Default are uncertain  and not capable of exact  measurement
     at the time this lease is executed  because the value of the  Equipment  at
     the  expiration of this lease is uncertain,  and therefore  they agree that
     for purposes of this  paragraph 18 "Lessor's  Loss" as of any date shall be
     the sum of the  following:  (1) the  amount of all rent and  other  amounts
     payable  by Lessee  hereunder  due but  unpaid as of such date plus (2) the
     amount of all unpaid rent for the balance of the term of this lease not yet
     due as of such  date  discounted  from  the  respective  dates  installment
     payments  would be due at the rate of 5% per annum plus (3) 10% of the cost
     of the Equipment subject to this lease as of such date. Upon the occurrence
     of an Event of Default and at any time thereafter,  Lessor may exercise any
     one or more of the remedies  listed below as Lessor in its sole  discretion
     may lawfully elect; provided, however, that upon the occurrence of an Event
     of Default  specified in paragraph  17(d), an amount equal to Lessor's Loss
     as of the  date  of  such  occurrence  shall  automatically  become  and be
     immediately due and payable without notice or demand of any kind.
a)   Lessor may, by written  notice to Lessee,  terminate this lease and declare
     an  amount  equal  to  Lessor's  Loss as of the date of such  notice  to be
     immediately  due and  payable,  and the same shall  thereupon be and become
     immediately  due and  payable  without  further  notice or demand,  and all
     rights of Lessee to use the Equipment  shall  terminate but Lessee shall be
     and remain  liable as provided in this  paragraph  18.  Lessee shall at its
     expense promptly deliver the Equipment to Lessor at a location or locations
     within the continental United States designated by Lessor.  Lessor may also
     enter upon the premises  where the Equipment is located and take  immediate
     possession  of and  remove  the  same  with or  without  instituting  legal
     proceedings.
b)   Lessor may proceed by  appropriate  court action to enforce  performance by
     Lessee of the applicable  covenants of this lease or to recover, for breach
     of this lease,  Lessor's  Loss as of the date Lessor's Loss is declared due
     and payable hereunder;  provided,  however,  that upon recovery of Lessor's
     Loss from Lessee in any such action without having to repossess and dispose
     of the Equipment, Lessor shall transfer the Equipment to Lessee at its then
     location  upon payment of any  additional  amount due under clauses (d) and
     (e) below.
c)   In the event Lessor  repossesses the Equipment,  Lessor shall either retain
     the Equipment in full satisfaction of Lessee's obligation hereunder or sell
     or lease  each item of  Equipment  in such  manner  and upon such  terms as
     Lessor may in its sole discretion  determine.  The proceeds of such sale or
     lease  shall be  applied to  reimburse  Lessor  for  Lessor's  Loss and any
     additional  amount due under  clauses  (d) and (e) below.  Lessor  shall be
     entitled to any surplus and Lessee shall remain liable for any  deficiency.
     For purposes of this subparagraph,  the proceeds of any lease of all or any
     part of the Equipment by Lessor shall be the amount reasonably  assigned by
     Lessor as the cost of such  Equipment  in  determining  the rent under such
     lease.
d)   Lessor may recover interest on the unpaid balance of Lessor's Loss from the
     date it becomes  payable  until  fully paid at the rate of the lesser of 8%
     per annum or the highest rate permitted by law.
e)   Lessor may exercise any other right or remedy  available to it by law or by
     agreement,  and may in any event  recover  legal  fees and  other  expenses
     incurred  by reason of an Event of  Default or the  exercise  of any remedy
     hereunder,   including   expenses   of   repossession,   repair,   storage,
     transportation, and disposition of the Equipment.
If any  Supplement  is deemed at any time to be a lease  intended  as  security,
Lessee  grants  Lessor a  security  interest  in the  Equipment  to  secure  its
obligations  under  this lease and all other  indebtedness  at any time owing by
Lessee to Lessor and agrees that upon the occurrence of an Event of Default,  in
addition to all of the other rights and remedies  available to Lessor hereunder,
Lessor  shall have all of the rights and  remedies of a secured  party under the
Uniform  Commercial  Code..  No remedy given in this paragraph is intended to be
exclusive,  and each shall be  cumulative  but only to the extent  necessary  to
permit  Lessor to  recover  amounts  for which  Lessee is liable  hereunder.  No
express  or  implied  waiver  by Lessor of any  breach of  Lessee's  obligations
hereunder shall constitute a waiver of any other breach of Lessee's  obligations
hereunder.  

19.  NOTICES.  Any written notice  hereunder to Lessee or Lessor shall be deemed
     to have been given when  delivered  personally  or  deposited in the United
     States mails,  postage  prepaid,  addressed to recipient at its address set
     forth above or at such other address as may be last known to the sender.

20.  NET LEASE AND  UNCONDITIONAL  OBLIGATION.  This lease is a  completely  net
     lease and  Lessee's  obligation  to pay rent and amounts  payable by Lessee
     under  paragraphs  12  and  18 is  unconditional  and  not  subject  to any
     abatement, reduction, setoff or defense of any kind.

21.  NON-CANCELABLE LEASE. This lease cannot be canceled or terminated except as
     expressly provided herein.

22.  SURVIVAL OF INDEMNITIES. Lessee's obligations under paragraphs 7, 8, and 18
     shall survive termination or expiration of this lease.

23.  COUNTERPARTS. There shall be but one counterpart of the Master Lease and of
     each  Supplement  and such  counterpart  will be marked  "Original." To the
     extent  that any  Supplement  constitutes  chattel  paper  (as that term is
     defined by the Uniform  Commercial  Code), a security  interest may only be
     created in the Supplement marked "Original."

24.  MISCELLANEOUS.  This Master Lease and related Supplement(s)  constitute the
     entire  agreement  between  Lessor and Lessee and may be modified only by a
     written instrument signed by Lessor and Lessee. Any provision of this lease
     which is unenforceable in any jurisdiction  shall, as to such jurisdiction,
     be ineffective to the extent of such unenforceability  without invalidating
     the remaining  provisions of this lease, and any such  unenforceability  in
     any jurisdiction shall not render unenforceable such provision in any other
     jurisdiction.  If this lease  shall in all  respects  be  governed  by, and
     construed  in  accordance  with,  the  substantive  laws  of the  State  of
     Minnesota.  In the event there is more than one Lessee  named  herein or in
     any Supplement, the obligations of each shall be joint and several.

/S/ JMA, LKL
-------------------------


<PAGE>


                               Amendment No. 1 to
                   Master Lease dated April 2, 1999 ("Lease")
                                     Between
                       PLM International, Inc. ("Lessee")
                                       And
                 Wells Fargo Equipment Finance, Inc. ("Lessor")


Lessor and Lessee hereby agree to amend the Lease as follows:

1.   Paragraph  6 is amended by adding the  following  to the end  thereof:  For
     administrative convenience and as an accommodation to Lessee, Lessor agrees
     that  Lessee  may be  named  as  owner on  certificate  of  titles  for the
     Equipment.

2.   Paragraph  9 is  amended  by  adding  the  following  to the  end  thereof:
     Notwithstanding  anything to the contrary in this  paragraph 9, Lessee may,
     from time to time  sublet,  the  Equipment  without  the prior  consent  of
     Lessor, provided however that Lessee shall remain fully obligated to Lessor
     under this Lease and the term of the sublease  shall not extend  beyond the
     term of the Lease.

3.   The last  sentence of  paragraph  12 is amended to read:  Any  insurance or
     condemnation  proceeds  received  shall be credited to Lessee's  obligation
     under this paragraph and Lessee shall be entitled to any surplus.

4. Except as modified  herein,  the terms and conditions of the Lease remain the
same.

IN WITNESS WHEREOF,  Lessor and Lessee have executed this Amendment this 2nd day
of April, 1999.

Wells Fargo Equipment, Inc.                 PLM International, Inc.

By:/s/ Lisa K. Lenton                       By:/s/ J. Michael Allgood
      ------------------                        ----------------------

Its:Assistant Vice President                Its:  Vice President and 
                                                  Chief Financial Officer



<PAGE>


                           SUPPLEMENT TO MASTER LEASE
                                                     TRAC

[Wells Fargo logo - team of horses drawing pioneer carriage]

Wells Fargo Equipment Finance, Inc.
Investors Building, Suite 300
733 Marquette Avenue
Minneapolis, MN 55479-2048
-------------------------------

                       Supplement Number 46494-100 dated as of April 02, 1999 to
                          Master Lease Number 7313 dated as of December 28, 1998

Name and Address of Lessee:
PLM International, Inc.
One Market Street
Steuart Tower, Suite #800
San Francisco, CA  94105-1301

---------------------------------------------- -------------------------
This is a Supplement to the Master Lease  identified  above  between  Lessor and
Lessee (the  "Master  Lease").  Upon the  execution  and  delivery by Lessor and
Lessee of this Supplement,  Lessor hereby agrees to lease to Lessee,  and Lessee
hereby agrees to lease from Lessor, the equipment described below upon the terms
and conditions of this Supplement and the Master Lease. All terms and conditions
of the Master Lease shall  remain in full force and effect  except to the extent
modified by this Supplement.  This Supplement and the Master Lease as it relates
to this Supplement are hereinafter referred to as the "Lease".

Equipment Description:
See attached Schedule A

Equipment Location:  See Schedule A

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                            SUMMARY OF PAYMENT TERMS
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Initial Term in Months:   84           Total Cost:   $10,017,498.34
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Payment Frequency:  Monthly            Total Basic Rent:  $5,156,866.68
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Basic Rental Payment:  $61,391.27  plus applicable sales and use tax  

Interim Rent Daily Rate:  N/A
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Number of Installments:   84           Interim Rent Cutoff Date:  N/A
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Advance Payments:  First  due on signing this Lease     Security Deposit:   N/A
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Terminal Rental  Adjustment Clause (TRAC): In accordance with Section 7701(h) of
the  Internal  Revenue Code of 1986,  under  penalty of perjury,  Lessee  hereby
certifies  that it intends that more than 50% of the use of the  Equipment is to
be in a trade or business of Lessee.  Lessor and Lessee hereby agree that at the
expiration of the initial term of the Lease according to its original terms (and
not early on account of default or otherwise)  the Equipment will be sold by the
Lessor (or by an agent of Lessor).  The proceeds of sale (the "Proceeds")  shall
be distributed as follows:

1.  First,  to  reimburse  Lessor  or its  agent  for the  cost of  putting  the
    Equipment in a condition to be sold, sales commissions, legal fees, expenses
    or repossession and all other expenses of sale.

2.   Second,  the  balance  to  Lessor  up to an  amount  equal to 25.00% of the
     original cost of the Equipment.

3.   Third,  the balance,  if any, to Lessee as an adjustment to rent previously
     paid by Lessee to Lessor pursuant to the Lease.

In the event the Proceeds are less than the sum of item 1 plus item 2 above, the
Lessee shall pay to the Lessor the deficiency as additional rent pursuant to the
Lease  but in any  event  not  more  than  25.00%  of the  original  cost of the
Equipment.

Any  amount  paid to or by the Lessee  pursuant  to this  Addendum  shall be the
"Terminal Rental Adjustment".

To be consistent with the Terminal Rental  Adjustment,  Lessor and Lessee hereby
amend  paragraphs  12 and 18 of the Lease  (relating to casualty and default) by
amending the figure "10%" where it appears therein to "25.00%".

Provided no Event of Default occurred and is continuing under the lease,  Lessor
grants to Lessee the option to purchase the  Equipment at the  expiration of the
initial  term for the fair market value which is equal to 25.00% of the original
cost of the Equipment.

In  addition,  the second  paragraph  of  paragraph  2 of the Lease  relating to
automatic  extension is hereby  deleted.  Lessee  acknowledges  that it has been
advised  that it will not be treated as the owner of the  Equipment  for federal
income tax purposes.


Lessor: Wells Fargo Equipment Finance, Inc. PLM International, Inc. Lessee

By: /s/ Lisa K. Lenton                      By: /s/ J. Michael Allgood
-------------------                         ------------------------
Title: Assistant Vice President             Title: Vice President and
                                                   Chief Financial Officer
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Rent Commencement Date