AMENDMENT TO
                             PLM INTERNATIONAL, INC.
                     1998 MANAGEMENT STOCK COMPENSATION PLAN

         This  Amendment  to  PLM  International,  Inc.  1998  Management  Stock
Compensation  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  1998
Management Stock Compensation 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 employees pursuant to Awards 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,  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 to reduce  the  number of Common  Shares  that may be made  subject  to
Awards under the Plan, and to amend the Plan and all relevant  Award  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. Directors' 1995 Stock Option Plan
(the "1995 Plan") in any one calendar  year to no more than 5% of the  Company's
outstanding Common Shares as of May 12, 1998;

         WHEREAS,  Section  17 of the Plan  allows  the Board to take  action to
amend the Plan as described above without shareholder approval.

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

         1. SHARES SUBJECT TO THE PLAN.  Section 3 of the Plan is hereby amended
by  deleting  the  number  "800,000"  where it  appears  in the  first  and last
sentences of Section 3, and replacing it with the number "700,000".

         2. 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 a Participant seeks to exercise options under the Plan, and after
         giving effect to such exercise,  the number of Common Shares  purchased
         pursuant to the exercise of options  granted under the Plan and the PLM
         International, Inc. Directors' 1995 Stock Option Plan (the "1995 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  Participant  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 1995 Plan  during the
                           calendar year in which such option was exercised, and

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

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

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

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

PLM INTERNATIONAL, INC.



By:      ___________________________

Title:   ___________________________





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