THIRD AMENDMENT to
         STOCK SALE AGREEMENT by and between PLM INTERNATIONAL, INC. and
           GUARANTY FEDERAL BANK, F.S.B. dated as of October 26, 1999

         PLM  International,   Inc.  ("Seller")  and  Guaranty  Business  Credit
Corporation  ("Purchaser")  hereby enter into this Third  Amendment  (the "Third
Amendment") to Stock Sale Agreement by and between PLM  International,  Inc. and
Guaranty Federal Bank, F.S.B. dated as of October 26, 1999 (the "Agreement").

         WHEREAS,  Seller and Purchaser,  as successor to Guaranty Federal Bank,
F.S.B., are parties to the Agreement; and

         WHEREAS,  Section  1.3(d) of the Agreement  provides for the payment of
the  difference  between the Base Purchase  Price and the Final  Purchase  Price
within five (5) Business Days after the Closing Date Balance Sheet becomes final
and binding on Seller and Purchaser (the "Final Payment"); and

         WHEREAS,  the Closing  Date  Balance  Sheet  shall no become  final and
binding on Seller and  Purchaser  until the dispute set forth in item No. 2 (the
"Outstanding  Dispute") of the Notice of Disagreement attached hereto as Exhibit
A (the "Notice of  Disagreement")  has been finally  resolved by the  Accounting
Firm pursuant to the  procedures  set forth in Section  1.3(c) of the Agreement;
and

         WHEREAS,  the  Seller and  Purchaser  agree that a portion of the Final
Payment,  including that amount  pertaining to the resolved dispute set forth in
item No. 1 of the Notice of Disagreement (the "Resolved Dispute"), and including
accrued interest as set forth in Section 1.3(d) of the Agreement,  is undisputed
(the  "Undisputed  Final Purchase  Price") and desire that the Undisputed  Final
Purchase  Price  should  be paid to Seller  by  Purchaser  prior to the date the
Closing Date Balance Sheet becomes final and binding on Seller and Purchaser.

         THEREFORE,  the Seller and the Purchaser desire to modify the Agreement
and agree to the following:

1.       All  capitalized  terms  contained in this  Agreement and not otherwise
         defined herein shall have the meaning as set forth in the Agreement.

2.       Purchaser shall pay Seller,  by wire transfer in immediately  available
         funds,  on  July  5,  2000,  the  sum of  $2,345,019.00,  which  amount
         represents the Undisputed  Final Purchase Price calculated as set forth
         in Exhibit B attached hereto.

3.       Payment of the  Undisputed  Final  Purchase Price shall be payment of a
         portion of the Final  Purchase  Price  determined  under the Agreement.
         Payment of the  Undisputed  Final  Purchase  Price will be  credited to
         Purchaser in  calculating  the amount of the Final Purchase Price based
         on the  Closing  Date  Balance  Sheet that is final and  binding on the
         parties as set forth in Sections 1.3(c) and 1.3(d) of the Agreement.

4.       Payment of the Undisputed Final Purchase Price does not alter or affect
         the  rights and  obligations  of the  parties  under the  Agreement  to
         arbitrate  the   Outstanding   Dispute,   and  the  resolution  of  the
         Outstanding  Dispute as ultimately  determined by the  Accounting  Firm
         shall be  incorporated  into and  reflected in the Closing Date Balance
         Sheet that is final and binding on Seller and  Purchaser and that shall
         be used in the  calculation  of the  Final  Purchase  Price.  Following
         payment of the Undisputed  Final Purchaser  Price,  the only portion of
         the Final  Purchase  Price  remaining to be paid, if any,  shall be any
         portion  arising from the finding of the Accounting Firm with regard to
         the Outstanding  Dispute. In addition,  the only remaining interest due
         under  Section  1.3(d) if any,  shall be the  interest  due on any such
         portion.

5.       Except as specifically  modified by this Third Amendment,  the terms of
         the Agreement are hereby affirmed, enforceable and remain in full force
         and effect.

Dated:            July 5, 2000




PLM INTERNATIONAL, INC.                 GUARANTY BUSINESS CREDIT
                                        CORPORATION, Purchaser



By:      /s/ Robert N. Tidball          By:      /s/ Ronald D. Murff

Title: Chairman of the Board            Title:  Chief Financial Officer