AMENDMENT TO
                             PLM INTERNATIONAL, INC.
                 DIRECTORS' 1995 NONQUALIFIED STOCK OPTION PLAN

         This Amendment to PLM International,  Inc. Directors' 1995 Nonqualified
Stock Option Plan (the  "Amendment") is made as of April 28, 1999, as authorized
and  approved  by the  Board  of  Directors  of  PLM  International,  Inc.  (the
"Company")  on April 23, 1999.  All  capitalized  terms used herein that are not
otherwise  defined  shall have the same  meaning as set forth in the  Directors'
1995 Nonqualified Stock Option Plan (the "Plan").

         WHEREAS,  the Company  intends to list on the American  Stock  Exchange
(the "AMEX")  those shares of common stock of the Company (the "Common  Shares")
which would be issued to directors  upon the exercise of options  granted  under
the Plan;

         WHEREAS,  in order to list such Common  Shares the  Company  intends to
comply with  Section  711(b)(ii)  of the AMEX  Company  Guide which  provides an
exception to the requirement  that shares of stock issuable under an option plan
must be approved by a company's  shareholders  as a prerequisite  to approval of
applications  to list  additional  shares  reserved for options granted or to be
granted to officers, directors or key employees;

         WHEREAS,  pursuant  to Section 4 of the Plan,  the Board is granted the
power  to  administer   the  Plan,  to  interpret  the  Plan  and  to  make  all
determinations deemed necessary or advisable for the administration of the Plan;
and

         WHEREAS,  on April 23, 1999, the Board  determined and resolved that in
order for the Company to comply with the Section  711(b)(ii) of the AMEX Company
Guide,  it is necessary and advisable to, and  authorized  the Company to, amend
the Plan and all relevant Option Agreements entered into pursuant to the Plan so
as to provide a  mechanism  for  limiting  the amount of Common  Shares that can
purchased  pursuant  to the  exercise  of  options  under  the  Plan  or the PLM
International, Inc. 1998 Management Stock Compensation Plan (the "1998 Plan") in
any one calendar  year to no more than 5% of the  Company's  outstanding  Common
Shares as of May 12, 1998.

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1. METHOD OF EXERCISE. Section 7(d) of the Plan (Method of Exercise) is
hereby amended by adding new language to the end of the paragraph which reads as
follows:

                  "Notwithstanding  anything in the Plan to the contrary, in the
         event an optionee  seeks to exercise  options under the Plan, and after
         giving effect to such exercise,  the number of Common Shares  purchased
         pursuant to the exercise of options  granted under the Plan and the PLM
         International,  Inc. 1998 Management Stock Compensation Plan (the "1998
         Plan")  during the  calendar  year in which such  option was  exercised
         would exceed 416,880 Common Shares (the "Annual Maximum"), then

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

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

         whereupon  such option shall cease to be  exercisable  as to all Common
         Shares as to which  exercise was sought.  This  provision  shall be set
         forth in any Option Agreement  entered into between the Company and the
         optionee."

         2. EXPRESS AMENDMENT.  Except as specifically  amended herein, the Plan
shall remain unchanged and continue in full force and effect.

         IN WITNESS  WHEREOF,  at the direction of the Board of  Directors,  the
Company has caused this  Amendment  to be executed as of the date first  written
above.

PLM INTERNATIONAL, INC.



By:      ___________________________

Title:   ___________________________