MASTER LEASE AGREEMENT
                                  U.S. BANCORP

THIS LEASE,  DATED AS OF SEPTEMBER 22, 1999, IS MADE BY AND BETWEEN U.S. BANCORP
LEASING & FINANCIAL,  HEREAFTER  REFERRED TO AS "LESSOR," AND PLM RENTAL,  INC.,
HEREAFTER REFERRED TO AS "LESSEE."


     LESSOR AND LESSEE COVENANT AND AGREE AS FOLLOWS:

     1. PROPERTY  LEASED.  Lessor agrees to lease to Lessee and Lessee agrees to
lease  from  Lessor  the  personal  property   ("Property")  together  with  any
replacements,  additions,  repairs,  now or  hereafter  incorporated  therein as
described  in  any  Schedule  to  Master  Lease  Agreement  ("Schedule")  now or
hereafter  executed by the parties hereto,  the terms of which are  incorporated
herein.

     2. TERM.  This Lease shall  become  effective  on the  execution  hereof by
Lessor.  The Term of this  Lease may  consist of an  "Interim  Term" and a "Base
Term" in regard to each Schedule. The Interim Term for each Schedule shall begin
on the date that  Lessee  executes  a Delivery  and  Acceptance  Certificate  in
connection with any item of Property or provides to Lessor written  approval for
payment for such item of Property.  Each Interim Term shall  continue  until the
Base Term Commencement  Date set forth in each Schedule.  The Base Term for each
Schedule shall begin on the Base Term  Commencement  Date and shall continue for
the period  specified in each Schedule.  During each Interim Term if any, Lessee
shall pay rental  ('Interim  Rental")  in the amount set forth in each  Schedule
plus applicable tax thereon.

     3. RENT, PAYMENT AND TAXES. Rental payments are specified in each Schedule.
All rents shall be payable by Lessee  each month on or before the  payment  date
shown in each Schedule at Lessor's address herein,  or as otherwise  directed by
Lessor,  without notice or demand and without  abatement set-off or deduction of
any amount whatsoever.  Lessee shall pay when due all taxes, fees,  assessments,
or other charges, however designated,  now or hereafter levied or based upon the
rentals, ownership, use, possession, leasing, operation, control, or maintenance
of the Property,  whether or not paid or payable by Lessor,  excluding  Lessor's
income,  franchise and business and  occupation  taxes,  and shall supply Lessor
with  proof of payment  satisfactory  to Lessor at least  seven (7) days  before
delinquency.  At its  option,  Lessor  may pay  any  tax,  assessment  insurance
premium, expense, repair, release,  confiscation expense, lien, encumbrance,  or
other charge or fee payable hereunder by Lessee, and any amount so paid shall be
repayable by Lessee on demand.

     For any payment due hereunder  which is not paid within ten (10) days after
the date such  payment is due,  Lessee  agrees to pay a late  charge  calculated
thereon at a rate of five  percent  (5.0%) of such overdue  amount.  The parties
hereto  agree that:  a) the amount of such late charge  represents  a reasonable
estimate  of the cost that  Lessor  would incur in  processing  each  delinquent
payment by Lessee and that such late charge shall be paid as liquidated  damages
for each delinquent payment; and, b) the payment of late charges and the payment
of Default  Interest are distinct and separate  from one another.  Acceptance of
any late  charge or  interest  shall not  constitute  a waiver of  default  with
respect  to the  overdue  amount or prevent  Lessor  from  exercising  any other
available  rights and  remedies.  Payments  received  shall be applied  first to
delinquent amounts due, including late charges, then to current installments. If
any such  rental  payment is made by check and such check is  returned to Lessor
for any reason,  including without  limitation,  insufficient  funds in Lessee's
account  then Lessee  shall be assessed a fee of $25.00 in addition to any other
late charge or any other fee which may be applicable.

     If the  Property is located in a  jurisdiction  which  imposes any "Sales,"
"Use," or "Rental" tax, Lessor shall collect such tax from Lessee and remit such
tax to the appropriate  taxing authority or Lessee shall remit such tax directly
to the  appropriate  taxing  authority.  Such  requirement may only be waived if
Lessee is exempt from such tax under  applicable laws or regulations.  Lessee is
responsible  for  ensuring  that  such  exemption  is  properly   documented  in
accordance  with  such  laws and  regulations  and that  such  documentation  is
provided to Lessor at the inception of each Schedule.

     If the  Property is subject to  Personal  Property  Taxes,  both Lessee and
Lessor  are  required  to advise  the proper  taxing  authorities  of all leased
property.  Lessee  agrees that it will report the Property as having an original
cost as set forth on each  Schedule  and as Property  leased  from U.S.  BANCORP
LEASING & FINANCIAL.  If Lessor receives an invoice from the taxing  authorities
for applicable Personal Property Taxes, Lessor shall pay any such taxes directly
and Lessee  agrees to  reimburse  Lessor  for all such taxes paid by Lessor.  If
Lessee receives such invoice,  Lessee agrees to promptly remit such tax directly
to the taxing  authority and maintain proof of payment Upon  termination of each
Schedule,  Lessor will, if applicable,  estimate  Personal Property Taxes on the
Property based upon the most recent tax assessment of the Property or on the tax
rates and taxable value  calculations as available from the  appropriate  taxing
jurisdiction.  In the event that the actual personal property tax bill is within
$500.00 of such estimate,  then Lessor shall not seek  reimbursement from Lessee
for any underpayment  and Lessor may retain any  overpayment.  If the difference
between  such  estimate and the actual tax bill  exceeds  $500.00,  Lessor shall
refund or Lessee shall remit the entire difference.

     4. LOSS OR  DAMAGE.  No loss or damage to the  Property,  or any part of it
shall impair any  obligation  of Lessee  hereunder.  Lessee  assumes all risk of
damage to or loss of the Property,  however caused,  while in transit and during
the term hereof.  If any Property is totally  destroyed,  Lessee may  substitute
property  of like  kind and value  (subject  to  approval  by Lessor in its sole
discretion)  or may pay to  Lessor  the  proportionate  value  of  that  item of
Property  relative to the total cost of the Property plus recovery of applicable
tax  benefits,  less the  amount of any  recovery  received  by Lessor  from any
insurance or other source.

     5. OWNERSHIP, LOCATION, MAINTENANCE AND USE. Lessee transfers to Lessor all
right title and interest,  including any and all ownership interest which Lessee
may have in or to the Property.  Lessee  represents and wan-ants that it has the
legal right to make such transfer and that such  transfer does not  constitute a
transfer  of all or  substantially  all of the assets of  Lessee,  and that such
transfer does not  constitute  all or a portion of a 'bulk  transfer"  under the
Uniform  Commercial  Code. It is agreed  between the parties  hereto that Lessor
shall be the  owner  of,  and hold  title  to,  the  Property  for all  purposes
throughout each Schedule. At its own risk, Lessee shall use or permit the use of
the Property  primarily at the location  specified in the Schedule and,  without
Lessor's prior written consent shall not loan, sublet remove from such location,
part with possession or otherwise  dispose of the Property.  Lessee shall at its
sole expense  maintain the Property in good repair,  appearance  and  functional
order and in compliance  with any  manufactures  and regulatory  maintenance and
performance  standards,  shall keep complete records and documents regarding its
use,  maintenance and repair, shall not use or permit the use of the Property in
any unintended,  injurious or unlawful manner, shall not permit use or operation
of the Property by any one other than Lessee's qualified employees and shall not
change or alter the Property without Lessor's written consent.  Lessee shall not
create,  cause,  or permit any kind of claim levy,  lien or legal process on the
Property,  and shall forthwith satisfy,  remove and procure the release thereof.
The  Property is and always  shall remain  personal  property.  Lessee shall not
cause or permit the  Property  to be used or  located  in such a manner  that it
might be deemed a fixture.  Lessee  shall  secure  from each  person not a party
hereto who might  secure an  interest,  lien or other claim in the  Property,  a
waiver thereof.  Lessee shall affix and maintain, at its expense, in a prominent
and visible  location,  all ownership  notices supplied by Lessor.  Lessee shall
permit  Lessor to mark the  Property  in a manner  sufficient  to  identify  the
Property as Lessor's Property.

     6.  LEASE.  This is a  non-cancelable  contract  of lease only and  nothing
herein  or in any other  document  executed  in  conjunction  herewith  shall be
construed  as  conveying  or  granting to Lessee any option to acquire any right
title or interest,  legal or equitable,  in or to the Property,  other than use,
possession  and  quiet  enjoyment  of the  Property,  subject  to and upon  full
compliance with the provisions hereof Lessee and Lessor agree that this Lease is
a "Finance  Lease" as defined by the  Uniform  Commercial  Code  Article 2A, the
Uniform Personal  Property Leasing Act.  Notwithstanding  the foregoing,  Lessee
hereby  grants to Lessor a security  interest in and to the Property as security
for all Lessees obligations to Lessor of every kind and nature.

     Lessee hereby  acknowledges that all of the leased Property was selected by
Lessee from  Supplier(s)  chosen by Lessee.  Lessee is familiar  with all Supply
Contract  rights  provided by the  Supplier(s) and is aware that the Supplier(s)
may be contacted for a full  description of any rights Lessee may have under any
Supply  Contract.  Providing  Lessee is not in Default under this Lease,  Lessor
hereby  assigns  to  Lessee  without  recourse,  all  rights  arising  under any
warranties  applicable to the Property provided by the manufacturer or any other
person.  All proceeds of any warranty claim from the  manufacturer  or any other
person shall first be used to repair the affected Property.

     7. GENERAL INDEMNIFICATION AND INSURANCE. Lessee assumes liability for, and
agrees to defend,  indemnify and hold Lessor harmless from any claim, liability,
loss, cost expense,  or damage of every nature (including,  without  limitation,
fines, forfeitures,  penalties,  settlements,  and attorneys' fees) by or to any
person whomsoever,  regardless of the basis,  including  wrongful,  negligent or
improper act or misuse by Lessor,  which directly or indirectly  results from or
pertains to the leasing,  manufacture,  delivery,  ownership,  use,  possession,
selection,  performance,  operation,  inspection,  condition  (including without
limitation,   latent  or  other  defects,  and  whether  or  not  discoverable),
improvements,  removal, return or storage of the Property,  except arising while
the Property is in the possession of Lessor.

     Upon  request of Lessor,  Lessee  shall  assume the defense of all demands,
claims, or actions, suits and all proceedings against Lessor for which indemnity
is provided and shall allow Lessor to participate in the defense thereof. Lessor
shall be  subrogated  to all rights of Lessee for any  matter  which  Lessor has
assumed obligation  hereunder,  and may settle any such demand, claim, or action
with Lessee's  prior consent  (which shall not be  unreasonably  withheld),  and
without prejudice to Lessor's right to indemnification hereunder.

     At its expense,  Lessee shall maintain in force, at all times from shipment
of the Property to Lessee until surrender thereof, property damage insurance and
liability  insurance with such  deductibles and from such insurance  carriers as
shall be satisfactory to Lessor.  The Property must be insured against all risks
which are customarily  insured against on the type of property leased hereunder.
The amount of Lessee's liability insurance shall not be less than $1,000,000.00.
Such  insurance  policies  must name  Lessor as an  additional  insured and loss
payee,  and  provide  for ten (10)  days  advance  written  notice  to Lessor of
modification  or  cancellation.  Lessee  shall,  upon request  deliver to Lessor
satisfactory evidence of the insurance coverage. In the event Lessee fails to do
so, Lessor may, at Lessor's option, in addition to any other rights available to
Lessor,  obtain  coverage,  and any sum paid therefor by Lessor  (including  any
charges  assessed  by Lessor  for such  service)  shall be  immediately  due and
payable to Lessor by Lessee.

     8.  INCOME TAX  INDEMNITY.  Lessee and  Lessor  hereby  agree and assume as
follows:

     (a) This Lease will be a lease for  Federal  and  Oregon  state  income tax
purposes;  Lessor will be treated as the purchaser,  owner, lessor, and original
user of the  Property  and Lessee will be treated as the lessee of the  Property
for such purposes.

     (b) Lessor  shall be entitled to  depreciation  deductions  with respect to
each item of Property as provided by Section 167(a) of the Internal Revenue Code
of 1986,  as amended (the "Code"),  determined  under Section 168 of the Code by
using the applicable  depreciation  method, the applicable  recovery period, and
the applicable  convention,  all as may be specified on the applicable  Schedule
for the  Property,  and Lessor  shall also be entitled to  corresponding  Oregon
depreciation deductions.

     (c) For purposes of determining depreciation deductions, the Property shall
have an income tax basis equal to Lessor's  cost for the  Property  specified on
the  applicable  Schedule,  plus such  expenses of the  transaction  incurred by
Lessor as may be included in basis under Section 10 1 2 of the Code.

     (d) The maximum federal and Oregon income tax rates applicable to Lessor in
effect on the date of execution  and  delivery of a Schedule  with respect to an
item or items of property  will not change  during the lease term  applicable to
such Property.

     If, as the result of the acts or omissions of the Lessee,  the assumptions,
representations,  warranties,  or covenants of Lessee contained in this Lease or
in any other agreement  relating to the Property shall prove to be incorrect and
(i) Lessor shall  determine  that it is not entitled to claim all or any portion
of the  depreciation  deductions  in the  amounts  and  in  the  taxable  yearns
determined  as  specified  in (b) and  (c),  above,  or (ii)  such  depreciation
deductions are disallowed, adjusted, recomputed, reduced, or recapture, in whole
or in part,  by the Internal  Revenue  Service or Oregon  Department  of Revenue
(such determination,  disallowance,  adjustment,  recomputation,  reduction,  or
recapture  being herein called a "Loss"),  then Lessee shall pay to Lessor as an
indemnity and as additional rent such amount as shall, in the reasonable opinion
of Lessor,  cause Lessor's  after-tax economic yield (the "Net Economic Return")
to equal the Net Economic Return that would have been realized by Lessor if such
Loss had not  occurred.  The amount  payable to Lessor  pursuant to this section
shall be payable on the next succeeding rental payment date after written demand
therefor from Lessor accompanied by a written statement describing in reasonable
detail such Loss and the computation of the amount so payable.

     9.  INSPECTION  AND REPORTS.  Lessor shall have the right at any reasonable
time,  to enter on Lessee's  premises or elsewhere  and inspect the Property and
any  records and  documents  regarding  its use,  maintenance  and repair.  Upon
Lessor's  request,  but in no event  later  than  thirty  (30) days  after  such
request,  Lessee will deliver all  information  requested by Lessor which Lessor
deems necessary to determine  Lessee's current  financial  condition or faithful
performance of the terms hereof.  Lessee shall give Lessor  immediate notice and
copy of all tax notices, reports, or inquiries, and of all seizure,  attachment,
or judicial process  affecting or relating to the use,  maintenance,  operation,
possession or ownership of the Property.


     10. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants
to Lessor that as of the date of this Lease and of each Schedule:

     (a) Lessee has adequate  power and  capacity to enter into this Lease,  any
Schedule,  and any other  documents  required to be delivered in connection with
this  Lease  (collectively,  the  "Documents");  the  Documents  have  been duly
authorized,  executed and delivered by Lessee and  constitute  valid,  legal and
binding  agreements,  enforceable in accordance  with their terms;  there are no
proceedings presently pending or threatened against Lessee which will impair its
ability to perform under the Lease;  and all  information  supplied to Lessor is
accurate and complete.

     (b) Lessee's  entering into the Lease and leasing the Property does not and
will not; (i) violate any Judgment order, or law applicable to the Lease, Lessee
or Lessees organizational documents; or (ii) result in the creation of any lien,
security interest or other encumbrance upon the Property,  other than as granted
hereunder.

     (c) All  information  and  representations  furnished  by  Lessee to Lessor
concerning the Property are accurate and correct.

     (d) All financial data of Lessee or of any consolidated  group of companies
of which  Lessee is a member  ("Lessee  Group"),  delivered  to Lessor have been
prepared in accordance with generally accepted accounting  principles applied on
a consistent basis with prior periods and fairly present the financial  position
and results from operations of Lessee,  or of the Lessee Group, as of the stated
date and  period(s).  Since the date of the most  recently  delivered  financial
data,  there has been no material  adverse  change in the financial or operating
condition of Lessee or of the Lessee Group.

     (e) If Lessee is a business entity,  it is and will be validly existing and
in good  standing  under  laws of the  state of its  organization;  the  persons
signing the  Documents  are acting  with all  necessary  authority  and hold the
offices indicated below their signatures, which are genuine.

     11. ASSIGNMENT. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY
OF ITS RIGHTS OR OBLIGATIONS  UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF ALL
OR ANY PART OF THE LEASED  PROPERTY  WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR
WHICH SHALL NOT BE  UNREASONABLY  WITHHELD.  IN CONNECTION  WITH THE GRANTING OF
SUCH  CONSENT AND THE  PREPARATION  OF NECESSARY  DOCUMENTATION,  A FEE SHALL BE
ASSESSED  EQUAL TO ONE  PERCENT  (1%) OF THE TOTAL  REMAINING  BALANCE  THEN DUE
HEREUNDER.

     LESSEE  AGREES THAT  LESSOR MAY ASSIGN OR  TRANSFER  THIS LEASE OR LESSOR'S
INTEREST IN THE LEASED PROPERTY WITHOUT NOTICE TO LESSEE. Any assignee of Lessor
shall have all of the rights, but none of the obligations,  of Lessor under this
Lease and Lessee  will not assert  against any  assignee of Lessor any  defense,
counter claim or offset that Lessee may have against Lessor. Lessee acknowledges
that any  assignment or transfer by Lessor will not materially  change  Lessee's
duties or obligations  under this Lease nor  materially  increase the burdens or
risks  imposed on Lessee.  Lessee shall  cooperate  with Lessor in executing any
documentation  reasonably  required  by  Lessor  or any  assignee  of  Lessor to
effectuate any such assignment.

     12.  SURRENDER.  On the  expiration or termination of the term specified in
each  Schedule,  unless  Lessee shall  exercise any purchase  option  granted in
connection  with  such  Schedule,  Lessee  shall,  at its risk and  expense  and
according to manufacturer's recommendations, assemble, prepare for delivery, and
deliver the  applicable  Property and all  manuals,  records,  certificates  and
documents regarding its use, maintenance and repair to any location specified by
Lessor  within  the  continental  United  States.  To the  extent  that any such
purchase  option  specifies  that the  purchase  price shall be the "fair market
value' of the  Property,  the term "fair  market  value" shall be defined as the
value of the Property in continued use. Upon return of the Property any upgrades
and  improvements  shall become the property of Lessor.  Any upgrades,  parts or
improvements  may only be removed from the Property if their  removal  shall not
impair the  Property's  ability to operate  according to any  manufacturers  and
regulatory  performance  standards  and  specifications.  The Property  shall be
delivered  unencumbered  and free of any liens,  charges,  or other  obligations
(including  delivery  expense and sales or use taxes, if any,  arising from such
delivery) and shall be in good working order, in the same condition, appearance,
and functional order as when first leased  hereunder,  reasonable wear excepted,
and in the  condition  specified  or described in the  applicable  Schedule.  At
Lessor's  request Lessee shall at Lessee's expense provide Lessor with a written
certification by an independent  engineer or other recognized  expert acceptable
to  Lessor  to  the  effect  that  the  Property  is in the  condition  required
hereunder.  In lieu of  delivery,  Lessor may, at its option,  direct  Lessee to
dispose of all or a portion of the  Property in a proper and lawful  manner at a
recognized disposal site at Lessees sole cost and responsibility.

     13. DEFAULT.  Time is of the essence under this Lease,  and Lessee shall be
in default in the event of any of the following  ("Event of  Default"):  (a) any
failure  to pay when due the full  amount  of any  payment  required  hereunder,
including, without limitation,  rent, taxes, liens, insurance,  indemnification,
repair or other charge;  (b) any  misstatement  or false statement in connection
with,  or  non-performance  of  any  of  Lessee's  obligations,  agreements,  or
affirmations  under or emanating  from, this Lease which continues for more than
ten (10) days after written notice; (c) Lessee's death, dissolution, termination
of  existence;  (d) if any of the  following  actions  or  proceedings  are  not
dismissed  within  sixty  (60) days  after  commencement:  Lessee's  insolvency,
becoming  the  subject  of  a  petition  in  bankruptcy,   either  voluntary  or
involuntary, or in any other proceeding under federal bankruptcy laws; making an
assignment  for benefit of creditors;  or being named in, or the Property  being
subjected to a suit for the  appointment of a receiver,  (e) any failure to pay,
as and when due, any  obligation  of Lessee in excess of $250,000  (which is not
disputed  by  Lessee  in  good  faith),   whether  or  not  to  Lessor,  arising
independently  of  this  Lease;  (f)  any  removal,  sale,  transfer,  sublease,
encumbrance,  seizure  or levy  of or  upon  the  Property;  or (g)  bankruptcy,
insolvency,  termination,  death,  dissolution,  or default of any guarantor for
Lessee.

     14.  REMEDIES.  Upon the  occurrence  of any Event of Default  pursuant  to
Section  13(a)  which  continues  for more  than  ten (10)  days and at any time
thereafter and upon the occurrence of any Event of Default  pursuant to Sections
13(b)  through  (g) which  continues  for more than ten (10) days after  written
notice and at any time  thereafter,  Lessor shall have all remedies  provided by
law;  and,  without  limiting  the  generality  of  the  foregoing  and  without
terminating this Lease,  Lessor, at its sole option, shall have the right at any
time to exercise concurrently,  or separately,  without notice to Lessee (unless
specifically stated), any one or all of the following remedies:

     (a) Request Lessee to assemble the Property and make it available to Lessor
at a reasonable place designated by Lessor and put Lessor in possession  thereof
on demand;

     (b)  Immediately and without legal  proceedings or notice to Lessee,  enter
the premises,  take  possession  of, remove and retain the Property or render it
unusable (any such taking shall not terminate this Lease);

     (c)  Declare  the entire  amount of rent and other sums  payable  hereunder
immediately  due and payable;  however,  in no event shall Lessor be entitled to
recover any amount in excess of the maximum permitted by applicable law;

     Terminate  the leasing of any or all items of  Property.  Such  termination
shall  occur only upon notice by Lessor and only as to such items of Property as
Lessor specifically elects to terminate. This Lease shall continue in full force
and effect as to any remaining items.

     (e)  Recover the sum of. (i) any  accrued  and unpaid  rent,  plus (ii) the
present value of all future  rentals  reserved in the Lease and contracted to be
paid over the unexpired term of the Lease, discounted at the rate of six percent
(6%);  plus,  (iii) the  anticipated  residual  value of the  Property as of the
expiration of this Lease or any renewal thereof,  (iv) any indemnity  payment if
then determinable;  (v) all commercially  reasonable costs and expenses incurred
by Lessor in any repossession,  recovery,  storage,  repair,  sale,  re-lease or
other  disposition of the Property,  including  reasonable  attorneys'  fees and
costs  incurred in  connection  therewith or otherwise  resulting  from Lessee's
default (including any incurred at trial, on appeal or in any other proceeding);
and,  (vi) the value of all tax benefits  lost to Lessor as a result of Lessee's
default or the enforcement by Lessor of any remedy; plus interest on each of the
foregoing at a rate of fifteen percent  (15.0%) per annum ("Default  Interest");
and,

     (f) In an effort to mitigate its damages, Lessor shall re-lease or sell any
or all of the  Property at a public or private  sale on such terms and notice as
Lessor shall deem reasonable. The proceeds of any sale or lease shall be applied
in the following  order of  priorities:  (i) to pay all of Lessor's  expenses in
taking, removing, holding, repairing and disposing of Property; then (ii) to pay
any late charges and interest accrued; then (iii) to pay accrued but unpaid rent
together with the  anticipated  residual  value,  future rent,  interest and all
other due but unpaid  sums  (including  any  indemnification  and sums due under
other Leases or agreements in default).  Any remaining  proceeds will  reimburse
Lessee for  payments  which it made to reduce the amounts  owed to Lessor in the
preceding sentence. Lessor shall keep any excess. If the proceeds of any sale or
lease are not  enough to pay the  amounts  owed to Lessor  under  this  Section,
Lessee shall pay the deficiency.

     No remedy  referred to in this  paragraph is intended to be exclusive,  but
shall be  cumulative  and in addition to any other  remedy  referred to above or
otherwise available to Lessor at law or in equity.

     15.  LESSEE'S  WAIVER.  Upon the  execution  by  Lessee of a  Delivery  and
Acceptance  Certificate in connection with each Schedule  hereto,  to the extent
permitted by applicable law, Lessee hereby waives Lessee's rights to: (i) cancel
or repudiate this Lease; (ii) reject or revoke acceptance of the Property; (iii)
recover damages from Lessor for any breaches of warranty;  (iv) claim,  grant or
permit a security interest in the Property in Lessee's possession or control for
any  reason;  (v)  deduct  all or part of any  claimed  damages  resulting  from
Lessor's  default if any, under this Lease;  (vi) accept any partial delivery of
the  property;  (vii)  "cover" by making any purchase or lease of or contract to
purchase or lease property in  substitution  for the Property;  (viii)  commence
legal action against Lessor for specific performance,  replevin,  sequestration,
claim and delivery or the like for the Property.

     16. NOTICES,  PAYMENTS AND G0VERNING LAW. All notices and payments shall be
mailed or  delivered to the  respective  parties at the below  address,  or such
other  address as a party may provide in writing  from time to time.  This Lease
shall be  considered  to have  been  made in the  State of  Oregon  and shall be
interpreted,  and the rights  and  liabilities  of the  parties  determined,  in
accordance with applicable  federal law and the laws of the State of Oregon.  In
the event of suit  enforcing  this  Lease,  Lessee  agrees  that venue  may,  at
Lessor's option, be laid in the county of Lessor's address below.

     17.  SEVERABILITY.  If any of the provisions of this Lease are contrary to,
prohibited  by, or held invalid under  applicable  laws,  regulations  or public
policy  of any  jurisdiction  in which it is sought  to be  enforced,  then that
provision shall be considered  inapplicable and omitted but shall not invalidate
the  remaining  provisions.  In no event shall this Lease be enforced in any way
which  permits  Lessor to charge or collect  interest  in excess of the  maximum
lawful rate.  Should interest  collected  exceed such rate,  Lessor shall refund
such excess  interest to Lessee.  In such event Lessee  agrees that Lessor shall
not  be  subject  to  any  penalties  provided  by law  for  contracting  for or
collecting interest in excess of the maximum lawful rate.

     18. SURVIVAL. All of Lessor's rights,  privileges and indemnities contained
herein shall survive the  expiration or other  termination  of the Lease and any
Schedules,  and the rights,  privileges  and  indemnities  contained  herein are
expressly  made for the benefit of, and shall be  enforceable  by,  Lessor,  its
successors and assigns.

     19.  LESSOR'S  DISCLAIMERS.  Lessor  has  obtained  the  Property  based on
specifications furnished by the Lessee. Lessor does not deal in property of this
kind or  otherwise  hold itself or its agents out as having  knowledge  or skill
peculiar  to the  Property.  Lessee  acknowledges  that it has relied on its own
skill and experience in selecting  property suitable to the Lessee's  particular
needs or purposes  and has  neither  relied upon the skill or judgment of Lessor
nor believes that Lessor or its agents  possess any special skill or judgment in
the selection of Property for Lessees particular purposes.  Further,  Lessee has
not notified Lessor of Lessee's particular needs in using the Property.

     Lessee understands and agrees that neither the Supplier(s) nor any salesman
or any agent of the  Supplier(s) is an agent of Lessor.  No salesman or agent of
supplier is  authorized  to waive or alter any term or  condition of this Lease,
and no  representation  as to the  Property or any other  matter by the Supplier
shall  in any  way  affect  Lessee's  duty  to pay  the  rent  and  perform  its
obligations as set forth in this Lease. Lessor shall not be liable to Lessee for
any  incidental,  consequential,  or indirect  damages or for any act,  neglect,
omission, breach or default by any third party.

     LESSOR  ASSUMES  NO  RESPONSIBILITY  FOR AND  MAKES NO  REPRESENTATIONS  OR
WARRANTIES,  EXPRESS  OR  IMPLIED,  AS TO THE  TITLE,  DESIGN,  COMPLIANCE  WITH
SPECIFICATIONS,  CONDITION,  QUALITY,  WORKMANSHIP, OR THE SUITABILITY,  SAFETY,
ADEQUACY,   OPERATION,  USE  OR  PERFORMANCE  OF  THE  PROPERTY  OR  AS  TO  ITS
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR AS TO PATENT, TRADEMARK
OR COPYRIGHT  INFRINGEMENT.  ANY DELAY IN DELIVERY SHALL NOT AFFECT THE VALIDITY
OF THIS LEASE.

     LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY REPRESENTATION,  CLAIM, BREACH
OF  WARRANTY,  EXPENSE OR LOSS  DIRECTLY  OR  INDIRECTLY  CAUSED BY ANY  PERSON,
INCLUDING LESSOR, IN ANY WAY RELATED TO THE PROPERTY.

     20.  ENTIRE  AGREEMENT,  WAIVERS,  SUCCESSORS,  NOTICE.  This Lease and any
Schedule expressly  referring hereto (each, a "Transaction")  contain the entire
agreement of the parties and shall not be qualified or supplemented by course of
dealing. However, in any case where the Lessor takes an assignment from a vendor
of its  security  interest in the same  Property,  the terms of the  Transaction
shall be  incorporated  into the assigned  agreement  and shall prevail over any
inconsistent  terms therein but shall not be construed to create a new contract.
No waiver or  modification  by Lessor of any of the terms or  conditions  hereof
shall be effective  unless in writing signed by an officer of Lessor.  No waiver
or  indulgence  by Lessor of any default or  deviation by Lessee of any required
performance  shall be a waiver of Lessor's right to subsequent or other full and
timely performance.  This Lease shall be binding on the parties hereto and their
respective  successors  and  assigns  and  shall  inure to the  benefit  of such
successors  and assigns.  Paragraph  headings  shall not be considered a part of
this Lease.

     UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES AND COMMITMENTS MADE BY LESSOR
AFTER OCTOBER 3, 1989,  CONCERNING  LOANS AND OTHER CREDIT  EXTENSIONS WHICH ARE
NOT FOR PERSONAL FAMILY OR HOUSEHOLD  PURPOSES OR SECURED SOLELY BY THE LESSEE'S
RESIDENCE MUST BE IN WRITING,  EXPRESS  CONSIDERATION AND BE SIGNED BY LESSOR TO
BE ENFORCEABLE.

     BY INITIALING THIS SECTION,  LESSEE  ACKNOWLEDGES  THAT LESSEE RAS READ THE
ABOVE PARAGRAPHS UNDER SECTION 19, LESSORS  DISCLAIMERS,  AND SECTION 20, ENTIRE
AGREEMENT, AND FULLY UNDERSTANDS THEIR CONTENT.


INITIALED:  /s/ RKB

     21. POWER OF ATTORNEY.  LESSEE HEREBY AUTHORIZES AND APPOINTS LESSOR AS ITS
ATTORNEY-IN-FACT  TO COMPLETE,  AMEND AND EXECUTE ON LESSEE'S  BEHALF  FINANCING
STATEMENTS IN CONNECTION  WITH THIS LEASE AND TO CONFORM THE  DESCRIPTION OF THE
PROPERTY  (INCLUDING  SERIAL NUMBERS) IN ANY SUCH FINANCING  STATEMENTS OR OTHER
DOCUMENTATION.  LESSEE  WILL ALSO  PROMPTLY  EXECUTE  AND DELIVER TO LESSOR SUCH
FURTHER  DOCUMENTS  AND TAKE  FURTHER  ACTION  AS  LESSOR  MAY  REQUEST  TO MORE
EFFECTIVELY CARRY OUT THE INTENT AND PURPOSE OF T'HIS LEASE.

     IN WITNESS  WHEREOF,  Lessor and Lessee have each caused this Master  Lease
Agreement to be duly executed as of the day and year first above written.


                              PLM RENTAL, INC. (LESSEE)


                              By:   /s/ Richard K Brock
                              Chief Financial Officer


                              U.S. BANCORP LEASING &
                              FINANCIAL (LESSOR)


                              By: /s/Rick DiStephanco
                              Its: Senior Vice President


                            Address for All Notices:
                        U.S. BANCORP LEASING & FINANCIAL
                     P.O. BOX 2177, 7659 S.W. MOHAWK STREET
                           TUALATIN, OREGON 97062-2177











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