TRINITY  RAIL  OPERATIONS

Oakbrook  Terrace  Tower
One  Tower  Lane,  Floor  29
Oakbrook  Terrace,  IL  60181
Tel  630-571-5900
Fax  630-571-5793
www.trinityrail.com
TRINITY  RAIL  OPERATIONS

Oakbrook  Terrace  Tower
One  Tower  Lane,  Floor  29
Oakbrook  Terrace,  IL  60181
Tel  630-571-5900
Fax  630-571-5793
www.trinityrail.com



     October  22,  2002



PLM  Transportation  Equipment  Corporation
One  North  LaSalle,  Suite  2700
Chicago,  IL  60602

Attn:     Michael  Clayton
          President

Re:     Pressure  Tank  Car  Order

Dear  Mr.  Clayton:

This  letter amends, restates and supersedes in its entirety the agreement dated
May  24,  2002  between  Trinity Tank Car, Inc. and PLM Transportation Equipment
Corporation and its affiliates ("Amended Agreement") concerning an order for one
thousand  fifty (1050) pressure tank rail cars.  Accordingly, the parties hereto
agree  as  follows:

1.     Parties.  The  parties  to  this  Amended Agreement are Trinity Tank Car,
       -------
Inc.  (herein  "TTCI"),  represented  herein by Trinity Rail Operations, Trinity
Industries  Leasing  Company, Inc. (herein "TILC"), PLM Transportation Equipment
Corporation  (herein  "PLM")  and  Rail  Investors  I,  LLC,  a Delaware limited
liability  company  (herein  "RI"),  represented  herein  by  PLM, RI's Manager.

2.     Firm Order.  Subject to Section 6 hereof and the terms and conditions set
       ----------
forth  herein,  PLM,  for  its  own  account  or on behalf of one or more of its
affiliated  entities, including RI, agrees to either purchase from TTCI or lease
from  TILC a total of one thousand fifty (1,050) pressure tank rail cars [herein
collectively  the  "Rail  Cars", or as to a purchased Rail Car(s) the "Purchased
Rail  Car(s)"  or  as  to  a  leased  Rail  Car(s)  the  "Leased  Rail Car(s)"].

3.     Term.  The  term  of this Amended Agreement shall be from the date of the
       ----
initial  delivery  of a Rail Car ("First Delivery Date") through August 31, 2005
and  any  extension  pursuant  hereto  or  Appendix  A or Appendix B (herein the
"Term").  The  "First Term" shall be from the First Delivery Date through August
31,  2003,  the "Second Term" shall be from September 1, 2003 through August 31,
2004  and  the  "Third  Term" shall be from September 1, 2004 through August 31,
2005,  with  each  such  term  also  referred  to  as  an  "Annual  Term".

4.     Delivery.  The  term  "Delivery"  as used in this Amended Agreement shall
       --------
occur  upon  and  be  evidenced  by  PLM's or RI's execution of a certificate of
acceptance.   Subject to the terms hereof, TTCI agrees to Deliver and PLM and RI
commit  to  accepting  Delivery, jointly or severally, of at least three hundred
fifty  (350)  of  the Rail Cars per Annual Term over the Term.   If in the First
Term  PLM  and RI, jointly or severally, takes Delivery of more or less than 350
Rail  Cars,  then  in  the

Second  Term  PLM  and/or  RI  shall  be  obligated to take Delivery, jointly or
severally, of a number of Rail Cars that equals 350 plus or minus the First Term
shortfall  or excess, respectively.   In the Third Term PLM and/or RI shall only
be  obligated  to  take  Delivery, jointly or severally, of a number of Railcars
that when added to the First Term and Second Term Deliveries equals 1050 for the
Term, provided that during the Term, the number of Purchased Rail Cars shall not
be  less  than  three  hundred  fifteen  (315).

While  PLM  and  RI may elect to take Delivery of more than 350 Rail Cars in any
Annual Term, such Delivery shall at all times be subject to TTCI's prior sale of
production  space.   TTCI  will keep PLM informed of TTCI's available production
space for information purposes in case PLM or RI should desire to order and take
Delivery  of  more  than 1050 Rail Cars during the Term.  At PLM's option and in
writing,  PLM  shall  have  the  option to order more than 1050 Rail Cars on the
terms  provided  herein,  provided  that  all Deliveries occur by the end of the
Term,  are  in continuous production runs, and are pursuant to the terms herein,
including  but  not  limited to the payment and credit terms.  In the event that
TTCI  does  not  have  available production space to complete all Deliveries for
additional  Rail  Cars by the end of the Term, the parties agree to negotiate in
good  faith a reasonable extension of Deliveries beyond the Term, such extension
not  to  exceed  three  (3)  months.

Unless  otherwise  agreed  to in writing, Deliveries during the First Term shall
occur  in  two  continuous  production  runs  of  like  Rail  Cars, with one run
commencing  Delivery on September 1, 2002 for two hundred ninety Rail Cars (290)
at a rate of approximately four (4) Rail Cars per working day and the second run
commencing  Delivery  on  or about July 1, 2003 at a rate of approximately three
(3)  Rail Cars per working day for sixty (60) Rail Cars. Unless otherwise agreed
in  writing,  Deliveries  during  the  Second  Term  and Third Term will also be
manufactured  in  continuous  production  runs  with Deliveries commencing on or
about  September  1  of  each  year  during  those  Annual  Terms  at  a rate of
approximately  three  (3)  Rail  Cars  per  working  day.

5.     Designation.  Unless  otherwise  agreed  to  in writing at least ten (10)
       -----------
business  days prior to the scheduled Delivery of Rail Cars, PLM and RI agree at
all  times  that at least 30% of Rail Cars (including Rail Cars that are part of
the  original 1050 order hereunder and any additional Rail Cars ordered pursuant
to the option in Paragraph 6 below) Delivered pursuant hereto shall be Purchased
Rail  Cars and the balance shall be Leased Rail Cars.  Purchased Rail Cars shall
be  acquired  pursuant  to  the  terms  and  conditions  set forth in Appendix A
attached  hereto  and  incorporated  herein.  Leased  Rail  Cars shall be leased
pursuant to the terms and conditions set forth in Appendix B attached hereto and
incorporated  herein.

6.     Option to Purchase Additional Cars.  PLM shall have an option to purchase
       ----------------------------------
in  excess  of the 1050 Rail Cars Delivered under this Amended Agreement, at the
same  price and under the same terms and conditions as expressed in this Amended
Agreement,  provided  that  (a)  the  additional  Rail  Cars  are,  except  as
contemplated  by  Paragraph  3  of  Appendix  A,  the  same  configuration  and
specification  of the Rail Cars, (b) PLM tenders written notice to TTCI of PLM's
intention  to  purchase additional Rail Cars setting forth the quantity  (c) the
Delivery  of the additional Rail Cars takes place as a continuous production run
to  the last Rail Car delivered out of the 1050 Rail Cars or as otherwise agreed
to  and  (d) the last date of Delivery of any and all additional Rail Cars is on
or  before  September  30,  2005,  unless extended pursuant to Section 4 hereof.

7.     Option  to  Purchase  the  Leased  Rail Cars.  RI shall have an option to
       --------------------------------------------
acquire  title  to all or any portion of the Leased Rail Cars in accordance with
the  terms  and  conditions  of  the  lease  set  forth  in  Appendix  B.

8.     Confidentiality.  The  parties  agree  that  the  terms  and  conditions
       ---------------
contained  in  this  Amended  Agreement,  including  all  appendices  and  other
attachments  or exhibits hereto, the exchange of information between the parties
arising  from  this Amended Agreement, any collateral or ancillary agreements or
documents hereto and information on PLM's or RI's customers and operations shall
be  kept  confidential  and  shall not be disclosed to a third party without the
express  written consent of PLM or RI, as the case may be, except as required by
law  or  as  may be provided to a party's legal, accounting or other advisors or
financing  sources who shall be bound by the same confidentiality obligations as
set  forth  herein.

9.     Entire  Agreement.  This  Amended  Agreement and the documents referenced
       -----------------
herein  constitute  the  entire  agreement between the parties in respect of the
Rail  Cars,  and  the  acquisition  or  leasing  thereof.

Please  sign this Amended Agreement as confirmation of PLM's and RI's acceptance
of  the  terms and conditions contained herein and forward one executed original
to  me for our files.  We look forward to this conducting this business with PLM
and  RI.  Thank  You.

     Sincerely  yours,

Trinity  Tank  Car,  Inc.


     Martin  Graham
President

AGREED  AND  ACCEPTED  AS  TO  FORM  AND  SUBSTANCE:
PLM  Transportation  Equipment  Corporation


By:______________________________________
     Michael  Clayton
     President
Date     October  22,  2002


AGREED  AND  ACCEPTED  AS  TO  FORM  AND  SUBSTANCE:
Rail  Investors  I,  LLC
by:  PLM  Transportation  Equipment  Corporation,  Manager


By:______________________________________
     Michael  Clayton
     President
Date     October  22,  2002


AGREED  AND  ACCEPTED  AS  TO  FORM  AND  SUBSTANCE:
Trinity  Industries  Leasing  Company,  Inc.


By:______________________________________
     Tom  Jardine
     Vice  President
Date     October  22,  2002

<PAGE>

                                   APPENDIX A

                               Purchased Rail Cars
                              Terms and Conditions

TTCI  and  PLM  agree  to the following terms and conditions with respect to the
acquisition  of  the  Purchased  Rail  Cars:

1.     GENERAL  COMMERCIAL
       -------------------

A.     The  "Sales  Price"  for  each  33,565  gallon,  NCI  pressure  tank  car
(DOT112A400W) during the Term, constructed in accordance with revised Data Sheet
2002/213  dated  9/18/02,  F.O.B.,  Longview,  Texas  shall  be  as set forth on
Appendix  C.  The  "Sales  Price" for each 33,690 gallon, NCI pressure tank cars
(DOT112A340A) during the Term, constructed in accordance with revised Data Sheet
2002/212  dated  9/18/02,  F.O.B.,  Longview,  Texas  shall  be  as set forth on
Appendix  C.

B.     During the Second Term and Third Term, in the event the cost of steel per
Purchased  Rail  Car  paid  by  TTCI increases or decreases on an annual average
basis  from  the cost expected to be paid by TTCI as of May 24, 2002  (the "Base
Cost"), the Sales Price for a Purchased Rail Car which is scheduled for Delivery
during  the Second Term and/or Third Term will increase or decrease by an amount
equal  to  the excess of 3.5% over or under the Base Cost in each of such terms.
TTCI  will  provide  PLM  written  notice  of  any  such Sales Price increase or
decrease, which increase or decrease shall take effect only as to Purchased Rail
Cars  scheduled  for  Delivery  following  six  (6) months from the date of such
notice.  If  the  TTCI  notice  advises  PLM of a Sales Price increase, then PLM
shall  have  the  option  to  cancel  all  or any portion of Purchased Rail Cars
scheduled  for  Delivery  which  are  affected by an increase in the Sales Price
provided  PLM  gives TTCI written notice of cancellation within thirty (30) days
of  receipt  of  the  TRCI  notice  of  a  Sales  Price  increase.

C.     Upon  request  from  TTCI,  PLM  agrees  to  provide to TTCI satisfactory
evidence  of  cash  on deposit or confirmed credit facility to support the Sales
Price  for  a minimum of one hundred five (105) Purchased Rail Cars decreased by
the  total amount of payments received by TTCI for Purchased Rail Cars delivered
to  PLM  hereunder,  and  agrees  to maintain such cash or credit until such one
hundred  five  (105) Purchased Rail Cars are fully paid in accordance with these
terms  and  conditions.  For  all  Purchased Rail Cars in excess of the 105, PLM
agrees  to  provide  similar  satisfactory evidence of cash on deposit or credit
facility upon request and at least six (6) months prior to the date any Delivery
of  a  Purchased  Rail  Car  is  scheduled.

2.     WARRANTY - TRCI (herein "Seller") warrants solely to PLM or its permitted
       --------
assigns  (herein  "Buyer") for a period of one  (1) year after Delivery that the
Purchased  Rail  Cars  (herein  "Rail  Cars")  sold  hereunder  will be built in
accordance  with the applicable specifications and (except as to items specified
by  Buyer,  items  not  manufactured or designed by Seller or items furnished or
supplied  by  Buyer) will be free from defects in material and workmanship under
normal  use  and  service  for such period.  Seller's sole obligation under this
paragraph is limited to repairing or replacing, at Seller's option, at its plant
or a place designated by Seller, any part or  parts of the Rail Cars that is, or
are,  not  in  conformity  with  this  warranty and which are returned to Seller
within  one  (1)  year of the Delivery of such Rail Cars, transportation charges
prepaid;  provided,  however, that an examination of the part or parts by Seller
confirms  the  existence of such non-conformity.  With respect to parts supplied
by  Seller  but  not  manufactured  by  Seller,  Seller's  warranty shall in all
respects  conform  to and be limited to the warranty actually extended to Seller
by  the  supplier  of  the  part.

This  warranty  shall  not apply to any part or parts of any Rail Cars purchased
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hereunder  which  has  been  subjected  to  misuse,  negligence,  alteration, or
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accident.  This  warranty  is conditional upon compliance by Buyer with loading,
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use  and  handling  procedures which qualify as good commercial practices of the
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trade  and  in  a  manner  or  configuration  consistent  with  the  applicable
-------------------------------------------------------------------------------
specifications.  Seller  shall  not  be  responsible  for  any failure caused by
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misloading,  physical  abuse,  accident  or  for  normal  wear  and  tear.
--------------------------------------------------------------------------

THIS  WARRANTY IS EXCLUSIVE AND IT IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES:
(1)  EXPRESS  OR  IMPLIED;  (2)  WRITTEN OR ORAL; (3) AT LAW, IN EQUITY OR UNDER
CONTRACT,  INCLUDING  WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR  FITNESS  FOR  A  PARTICULAR  PURPOSE; AND, (4) NOTWITHSTANDING ANY COURSE OF
DEALING  BETWEEN  THE  PARTIES OR CUSTOM AND USAGE IN THE TRADE TO THE CONTRARY.
SELLER  SHALL HAVE NO LIABILITY FOR LOST PROFIT OR FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL  OR SPECIAL DAMAGES OF BUYER, NOR FOR ANY DAMAGES ARISING FROM THE
DERAILMENT  OF  RAILCARS CAUSED DIRECTLY OR INDIRECTLY (OR CONTRIBUTED TO IN ANY
WAY)  BY  A  NON-CONFORMING  OR  DEFECTIVE  RAIL  CAR  SUPPLIED  BY  SELLER.

3.     SPECIFICATIONS  AND CHANGES- In the event that it shall become impossible
       ---------------------------
for  Seller  to  secure  materials required for the building of the Rail Cars in
exact  accordance  with  specification  requirements  by  reason  of  government
regulations  or by reason of priorities given to defense orders or for any other
reason  beyond  the  control  of  Seller,  Seller,  may  make  changes  in  the
specifications  not  materially affecting the strength or efficiency of the Rail
Cars  for  railroad  use  and  interchange,  and  Buyer  agrees that it will not
unreasonably  withhold  its  consent  to  each  change.  Any  changes  in  the
specification  desired  by  Buyer must be requested in writing, and Seller shall
attempt to comply with such requests, but only upon the condition that a written
agreement  is  entered  into  with  Buyer specifying the precise changes and the
amount  of  any  adjustment  in  the  quoted  purchase  price.

4.     DELIVERY-  Seller  shall  deliver the Rail Cars to Buyer at such point or
       --------
points  as  shall  be  determined  by  the mutual agreement of Seller and Buyer.
Unless  otherwise  agreed  to  in writing, Delivery of Rail Cars shall be F.O.B.
Seller's  plant.  The  time of Delivery of the Rail Cars is conditioned upon the
date  of  acceptance of the Proposal, Seller's ability to secure steel and other
material to enable Seller to meet production requirements for the Rail Cars, and
Rail Cars on order which precede these Rail Cars in Seller's production.  Seller
shall  not  be  liable  for  any delay or failure to perform in whole or in part
caused  by  restriction  or  regulation  imposed  by  the  federal  or any state
government  or  any  subdivision or agency thereof or by fires, floods, strikes,
work  stoppages,  accidents,  casualties,  inability to procure supplies and raw
materials  from usual sources at customary pricing, delays in transportation, or
other  causes  beyond  Seller's  control  including, but not limited to, Buyer's
failure  to  provide in a timely manner any parts, components or equipment which
it  has  agreed  to  supply.  In the event of any delay beyond Seller's control,
Buyer  shall  have  no  right  to  terminate  and  the parties agree the date of
Delivery or performance shall be extended for a period equal to the time lost by
reason  of  the  delay,  provided,  however,  if  such delay is in excess of six
months,  Buyer shall have the option to terminate its obligations hereunder with
respect to any Rail Cars so delayed.  If Delivery of any items necessary for the
Delivery  of  the  Rail  Cars  is  delayed by Buyer for more than ten (10) days,
Seller  may  adjust  the purchase price payable hereunder to reflect the damages
attributable  to  such delay.  Delay in Delivery of any of the Rail Cars that is
not due to Seller's willful act shall not constitute a default under the Amended
Agreement,  nor shall Seller be under any obligation to arrange for shipment and
acceptance  of  any  required  materials  in  advance  of Seller's actual needs.

5.     PRICES,  ACCEPTANCE,  AND TERMS OF PAYMENT - The Sales Prices provided by
       ------------------------------------------
Seller  to  Buyer  reflect  Seller's  prices for specified Rail Cars on the date
hereof.  These prices are subject to adjustment for any changes to the Rail Cars
mutually  agreed  upon  by  Seller  and  Buyer.  The  prices  do not include any
international,  federal,  state  or  local  sales, use or related taxes, however
designated  or  imposed,  and  any such sales, use or similar tax arising out of
this  transaction  shall  be  for Buyer's account.  Further, if any tax, tariff,
duty or charge now or hereafter imposed by any governmental authority or agency,
foreign  or  domestic, upon the Rail Cars sold hereunder or upon the production,
sale,  transportation,  use  or  Delivery  thereof  is  required  to  be paid or
collected  by  Seller,  directly  or  indirectly,  whether  the same is assessed
against  Seller  on  behalf  of  Buyer  or  by virtue of Seller's contracts with
Seller's  vendors,  the  amount thereof shall be added to the price provided for
herein  and  be  charged  to  Buyer  for  payment  hereunder.

Unless  otherwise  agreed in writing, Customer agrees to accept Delivery of all,
or any number of, the Rail Cars as they are completed and delivered to Customer.
The  term "Delivery" as used in this Agreement shall occur upon and be evidenced
by  Buyer's  execution  of  a certificate of acceptance.  Customer shall pay the
full  amount  of  the  purchase  price upon the date mutually agreed upon by the
parties.

In  the  event  any  payment  is not received by Seller on the date due for such
payment,  Seller  shall charge interest on the unpaid balance at a rate of three
percent  (3%)  per  annum  above the prime rate in effect on the payment date at
Bank  of  America  , Illinois or the highest rate permitted by law, whichever is
lower,  from  the  specified  date  on  which  such  payment was due through and
including  the  date  on  which  actual  payment  in  full  is  made  by  Buyer.

Notwithstanding any Delivery to, or possession of the Rail Cars by, Buyer or any
partial payment made by Buyer hereunder, Seller shall, and hereby does, retain a
security  interest  in  each Rail Car sold hereunder for its full value from the
earliest  date each component, workmanship, material or other good or service is
identified  to  Buyer's  order to the date upon which Buyer has satisfied all of
its  obligations  to  Seller  hereunder with respect to such Rail Car.  If Buyer
shall  not  make  payment as aforesaid, Buyer agrees to execute such instruments
and take such other action as shall be reasonably requested by Seller to vest in
Seller  or  its  designee  full  title to, and at Seller's option possession and
control of, the Rail Cars, whereupon Seller may, at its election, terminate this
Agreement  and  sell,  lease,  retain or otherwise dispose of the Rail Cars.  In
addition  to  the  foregoing  and  without limiting Seller's rights or remedies,
Seller  may at any time take such other actions and exercise such other remedies
as  may  be permitted by law or by these terms and conditions in the event Buyer
fails  to  pay the purchase price as and when due; provided, however, that Buyer
shall  not  thereby  be relieved of its obligations to make payment to Seller as
aforesaid.  Purchaser  acknowledges  that  this  Agreement  shall  constitute  a
security  agreement  between  the  parties.

6.     INVOICING  -  Payment  for  delivered  Purchased  Rail Cars is due on the
       ---------
Wednesday  following  each  week's  delivery.  TTCI  will invoice PLM the Monday
after  each  weekly  delivery,  and  provide  a  Bill  of Sale dated the date of
delivery  (to  be  effective  only upon receipt of payment from PLM to TTCI) and
Certificates  of  Inspection along with the invoice.  This material will be sent
by overnight express mail for Tuesday morning delivery to PLM's Chicago offices.
The  Purchased  Rail Cars will be shipped to PLM once TTCI receives confirmation
from  its  bank  of  a  wire  transfer  payment.

7.     INSPECTION  -  Seller  shall  give Buyer full opportunity to inspect Rail
       ----------
Cars  during  construction  at  Seller's  plant.  Such  inspection  shall  be so
conducted  as  to  not  interfere  unreasonably  with  Seller's  operations  and
consequent  approval  or rejection shall be made by Buyer before shipment of the
Rail  Cars.   Upon completion of each Product, Buyer shall execute a certificate
of  inspection  covering  all Rail Cars found to be completed in accordance with
the  specifications and shall deliver the executed certificates to Seller.  Each
inspection  certificate,  with  respect  to  Rail Cars covered thereby, shall be
final  and  conclusive  evidence  that  such  Rail  Cars conform in workmanship,
material  and  construction,  and in all other respects, to the requirements and
provisions  of  this  Amended  Agreement.

8.     CANCELLATION  -  The  Amended  Agreement  cannot be modified, canceled or
       ------------
terminated  by  either  party in whole or in part, except with the other party's
consent in writing and signed by a duly authorized representative, and then only
upon  terms  and  conditions  which include protection of such party against all
loss  arising  out  of  such  termination  Notwithstanding  the  foregoing,  the
cancellation provisions in Paragraph 1.B. of Appendix A to the Amended Agreement
shall  prevail  over  this  Section  7  solely with respect to the cancellations
contemplated  therein.

9.     NON-DISCLOSURE  - Except as required by law, each party hereto agrees not
       --------------
to  disclose  to  any  third  party  other  than its lenders and other financing
sources,  financial  and legal advisors and consultants ("Representatives"), the
terms  and conditions of the Amended Agreement, or the information received from
the  other  party  or  its  Representatives  in  either  negotiating the Amended
Agreement  or  in  the performance of the Amended Agreement.  In addition, Buyer
agrees  not  to  use  or  disclose  information  disclosed  by  Seller  which is
identified  in writing as being confidential with respect to rail cars hereunder
with  respect  to  Rail Cars purchased from another party.  Such Representatives
shall  also  be  under  the  same  confidentiality obligations set forth herein,
except  to the extent required to complete the financing requirements associated
with  the  sale  of  the  Rail  Car  herein.  This  obligation shall survive the
completion  of  the  Amended Agreement.  The obligations of this provision shall
not  apply  to  any information, data, or designs which either party can show it
possessed  prior  to  its  disclosure  by  the  other  party,  was or has become
available  to  the  public domain, or, is subsequently provided to it by another
party having the right to possess and disclose the information, data or designs.

10.     PATENT INDEMNITY - Seller shall indemnify Buyer against any judgment for
        ----------------
damages  and  costs  which  may  be  rendered against Buyer in any claim or suit
brought  on  account  of the alleged infringement of any United States patent by
any  Rail  Cars  supplied  by  Seller  hereunder,  except  to the extent made in
accordance  with materials, designs or specifications furnished or designated by
Buyer,  in  which  case  Buyer  shall  indemnify Seller against any judgment for
damages  and  costs  which  may  be rendered against Seller in any claim or suit
brought  on  account  of the alleged infringement of any United States patent by
such  Rail Cars or by such materials, designs or specifications.  In either case
prompt written notice shall be given to the party from whom indemnity is sought,
and  such  indemnifying party shall have the right to settle or defend the claim
or  suit  as  that party may see fit with counsel of its choosing, and the party
seeking  indemnity  shall  render  every reasonable assistance in the defense or
settlement  of  such  claim or suit.  The right to settle shall include, without
limitation,  the procurement of a license for continued use of the Rail Cars, or
the  replacement  or  reconfiguration  of  the  Rail  Cars  to  make  such  use
non-infringing,  at  the indemnifying party's expense.  Neither Seller nor Buyer
shall  in any event be liable to the other for any special, indirect, incidental
or  consequential  damages arising out of or resulting from any infringement, or
alleged  infringement,  of  any  patent.

11.     MATERIAL,  EQUIPMENT,  FACILITIES AND SPECIAL TOOLING - Unless otherwise
        -----------------------------------------------------
agreed  in  writing,  all  material,  equipment,  facilities and special tooling
(which  term  includes  but  is  not  limited  to  jigs,  dies, fixtures, molds,
patterns,  special  test equipment, manufacturing aids and replacements thereof)
used  in the manufacture of the Rail Cars covered hereby shall be and remain the
property  of Seller.  With respect to any such items that are owned or furnished
by  Buyer,  Seller  will  use  all commercially reasonable efforts to handle and
store  such  equipment  carefully while it is in Seller's possession, but Seller
shall  not  be  liable  for  damage or loss thereof.  If during the two (2) year
period  immediately  following  this  order  no orders have been placed by Buyer
requiring  the  use of any such items, Seller may dispose thereof as it sees fit
without  liability  to Buyer after thirty (30) days prior notice to Buyer at its
last  known  address.

12.     RISK OF LOSS - Sellershall bear all risks of physical loss of a Rail Car
        ------------
at  Seller's  plant  until Delivery of the Rail Car to Buyer, except that Seller
shall  not  be responsible for any loss or damages with respect to the Rail Cars
caused  by  Buyer 's employees or representatives.  Delivery of a Rail Car shall
transfer  to  Buyer  the risk of loss as to each delivered Product.  Buyer shall
make  and  bear  the  cost of shipment and insurance during shipment of the Rail
Cars.

13.     ASSIGNMENT  - The Amended Agreement shall not be assigned in whole or in
        ----------
part  by  either  party  without  the  written  consent of the other party, such
consent  not to be unreasonably withheld, except that Seller or Buyer may assign
its rights, liabilities and obligations to one or more of its affiliates without
prior  written  notice  to,  or consent from, the other party.  Any and all such
obligations  howsoever  arising  shall  be  and remain enforceable by Buyer, its
successors  and  assigns  only against Seller, its successors and assigns (other
than  any  assignee  of  payments  hereunder).  In  the  event of any assignment
hereunder,  the  assigning  party  shall  retain  its  obligations  hereunder.

14.     WAIVER  - The waiver by either party of any term, provision or condition
        ------
hereunder  must  be  in writing and shall not be construed to be a waiver of any
other  term,  condition  or  provision hereof, nor shall such waiver be deemed a
waiver  of  any  breach  of  the  same  condition or provision at any other time
relating  to  this  order  or  any  future  order.

15.     MODIFICATIONS  -  The  terms  and  conditions  contained  herein  may be
        -------------
modified  only  by  writing  signed  by authorized representatives of Seller and
Buyer.

16.     GOVERNING  LAW  - The terms of the Amended Agreement, and all rights and
        --------------
obligations  thereunder, shall be governed by the laws of the State of Illinois,
without  regard  to  its  conflicts of interest provisions.  In the event of any
action  commenced  by  any party hereto in connection with this Agreement or the
breach  thereof,  venue  shall  be  exclusively  in  the  State  of  Illinois.

<PAGE>

6



                                   APPENDIX B

                                Leased Rail Cars
                              Terms and Conditions

For  avoidance  of  doubt,  any reference to cars, rail cars or Rail Cars herein
shall mean Leased Rail Cars.  TILC and RI, by and through PLM, as Manager of RI,
agree  to  the following terms and conditions with respect to the leasing of the
Leased  Rail  Cars:

1.     RI,  by  and  through  its  Manager PLM, shall lease the Leased Rail Cars
described  in the Amended Agreement pursuant to the terms and provisions of this
Appendix  B  and  the  form  of  lease agreement set out in EXHIBIT B-1 attached
hereto  and  incorporated  herein (the "Lease").  RI shall lease the Leased Rail
Cars  from  TILC  or  a  designated affiliate.  The "Lease Rate" for each 33,565
gallon,  NCI  pressure  tank  car  (DOT112A400W) during the Term, constructed in
accordance  with  revised  Data  Sheet 2002/213 dated 9/18/02, F.O.B., Longview,
Texas shall be as set forth on Schedule C-4 of Appendix C.  The "Lease Rate" for
each  33,690  gallon,  NCI  pressure  tank  cars  (DOT112A340W) during the Term,
constructed  in  accordance  with  revised  Data  Sheet  2002/212 dated 9/18/02,
F.O.B.,  Longview,  Texas  shall  be as set forth on Schedule C-3 of Appendix C.

2.     During the Second Term and Third Term, in the event the cost of steel per
Leased  Rail  Car paid by TTCI increases or decreases on an annual average basis
from  the cost expected to be paid by TTCI as of May 24, 2002 (the "Base Cost"),
the  Lease Rate for a Leased Rail Car which is scheduled for Delivery during the
Second  Term  and/or  Third Term will increase or decrease by an amount equal to
0.1977% of the excess of 3.5% over or under the Base Cost in each of such terms.
TILC will provide RI written notice of any such Lease Rate increase or decrease,
which  increase  or  decrease  shall  take  effect  as  to  all Leased Rail Cars
following  six  (6)  months  from  the  date of such notice.  If the TILC notice
advises RI of a Lease Rate increase, then RI shall have the option to cancel all
or  any portion of Leased Rail Cars scheduled for Delivery which are affected by
an  increase  in  the  Lease  Rate  provided  RI  gives  TILC  written notice of
cancellation  within  thirty  (30) days of receipt of the TILC notice of a Lease
Rate  increase.

3.     RI  agrees  to  execute  in  favor  of  TILC  an  assignment and security
agreement  in  the  form of EXHIBIT B-2 attached hereto and incorporated herein,
providing  for the collateral assignment to TILC of RI's subleases in and to the
Leased  Rail  Cars  as  security  on  the  Lease(s).

4.     RI  shall  provide  to TILC copies of all sub-leases signed by RI for the
sub-leasing  of  the  Rail  Cars, and shall provide to TILC an accounting of all
rents  collected  or  uncollected under the terms of the sub-leases, evidence of
all deposits and withdrawals with respect to the Maintenance Reserve Account (as
hereinafter  defined)  and  such  other information reasonably requested by TILC
relative  to  existing  sub-leases.  TILC  shall  be  obligated  to  keep  the
sub-leases  confidential  from  all parties, including its affiliates, employees
and  agents,  pursuant to a confidentiality agreement in the form of EXHIBIT B-5
except  that TILC will be able to use the sub-leases to verify all the financial
information RI provides to TILC under this paragraph, and shall be authorized to
utilize  copies of particular sub-leases if an Event of Default exists under the
Lease.

5.     Commencing  on  the  first  Determination Date of  September 1, 2003, and
thereafter  on  September  1,  2004 (each a "Determination Date"), RI's right to
lease  any  Second  or  Third  Term Rail Cars from TILC during the Term shall be
subject  to  each  of the following conditions, and, if any one of the following
conditions is not met, TILC may, in the exercise of its sole discretion, decline
to  lease  any  additional  Second  or  Third  Term  Rail  Cars  to  RI.

a.     RI  will  deposit all Cash Flow (as defined hereunder) from the rail cars
delivered  during the First Term ("First Term Cars"), pursuant to the terms of a
deposit  account  security  interest  and control agreement substantially in the
form  of  Exhibit B-3, until such deposited amount, when combined with any other
cash  (including  reserves  deposited  pursuant to paragraph 6) deposited by RI,
equals  two  months  of  rental at the Lease Rate ("Rental") from the First Term
Cars.  RI  will  further  deposit  all Cash Flow (as defined hereunder) and such
other  cash  deposited  from  the  rail  cars  delivered  during the Second Term
("Second  Term  Cars")  until the amount deposited pursuant to this sentence and
the preceding sentence equals two months of Rental from the First Term Cars plus
two  months  of  Rental for the Second Term Cars (the "Escrowed Amount"). To the
extent  that  the  Escrowed Amount is less than two months of Rental  as of each
Determination  Date,  RI  shall  provide a letter of credit in the amount of any
such  deficiency. At any time, RI may substitute a letter of credit totaling the
Escrowed  Amount  from  an institution reasonably acceptable to TILC in exchange
for  the  Escrowed  Amount.

     "Cash  Flow"  is  equal  to lease revenue received related to the Rail Cars
less  all  payments to TILC, maintenance expenses (including reserve's deposited
pursuant  to  paragraph  6), legal fees and other direct expenses related to the
rail  cars.  Such  costs  shall  include  only  that  portion  of  related party
management fees that are used to pay actual leasing costs (including commissions
to  PLM  employees)  and  maintenance  costs  of  RI's  rail  cars.

b.     As  of  each Determination Date RI shall provide an officer's certificate
stating (i) there is no default of a material nature under any of the sub-leases
which  individually or in connection with any existing defaults under sub-leases
would  materially effect RI's ability to perform its obligations under the Lease
and  (ii)  the  ratio of the Operating Cash Flow (as defined hereunder) of RI to
the  TILC  Rental  payments  is  at  least  1.10  to  1.

     "Operating  Cash  Flow"  is  equal to lease revenue received less all lease
payments  related  to  the  corresponding  period  paid  to  TILC,  maintenance
expenses,  and  other
direct  expenses  related  to  the  rail  cars  for  the period of time that the
cars  are  actually  leased.  In  determining  the  period of time that the cars
are  actually  leased,  Rental  payments  made  to  TILC  for  no  more than two
off-lease  months  (the  "Start-Up  Months") may be eliminated for any rail car.

6.     Pursuant  to  the  Lease(s),  RI is obligated to provide for the care and
maintenance  of  the Rail Cars that are the subject of the Lease(s).  To satisfy
such  obligation,  RI  shall  establish  and  maintain,  at  a  bank  reasonably
acceptable  to TILC, a "Maintenance Reserve Account" into which RI shall deposit
the  amount  of  $25  per  calendar  month  per Leased Rail Car (such deposit to
commence  as  to  each car upon the earlier of the assignment to a sub-lease, or
the  sixtieth  day  following RI's acceptance of each car), and such Maintenance
Reserve Account shall be subject to a security interest and control agreement in
the form of EXHIBIT B-4 attached hereto and incorporated herein. The Maintenance
Reserve  is  intended  to ensure that a very modest sum of money is available to
defray  repair and/or inspection expenses incurred late in the lease term. Thus,
RI agrees that it shall be an event of default under the Lease(s) should RI make
any  withdrawal from the Maintenance Reserve account (a.) without TILC's consent
(which  consent  shall  not be unreasonably withheld in instances of significant
and/or  unexpected maintenance expenses incurred by RI) during the initial seven
(7)  years  of  the  lease term, or (b.) during the final three (3) years of the
lease  term for any purpose other than payment of costs associated directly with
the  care  and  maintenance  of  the  Rail  Cars as required under the Lease(s).

<PAGE>
                                   EXHIBIT B-1
                                  TO APPENDIX B

                             (Attach form of Lease)


<PAGE>

                                   EXHIBIT B-2
                                  TO APPENDIX B

                  (Attach form of Collateral Lease Assignment )



<PAGE>

                                   EXHIBIT B-3
                                  TO APPENDIX B

                                     FORM OF
             DEPOSIT ACCOUNT SECURITY INTEREST AND CONTROL AGREEMENT
             -------------------------------------------------------
THIS DEPOSIT ACCOUNT SECURITY INTEREST AND CONTROL AGREEMENT ("DAA") is made and
entered  into as of this 22nd day of October, 2002, by and among COMERICA BANK -
CALIFORNIA  ("Bank"),  Rail Investors I, LLC ("RI") a Delaware limited liability
company  ("Lessee")  and  Trinity  Industries  Leasing Company, Inc., a Delaware
           ------
corporation  ("Lessor"),  pursuant  to  the  Lease  described  below.
               ------
A.     Pursuant  to  that  certain  Railroad Car Net Lease Agreement dated as of
October  22,  2002,  by  and between Lessee and Lessor (together with any riders
entered  into  pursuant  thereto  and  as  otherwise  amended,  supplemented  or
otherwise  modified  from time to time, the "Lease"), Lessor has agreed to lease
                                             -----
certain  railcars  to  Lessee.
B.     Lessee  has  established Account No. 1892257401 with Bank (the "Account")
                                                                       -------
into  which  Lessee  has  deposited  the  amount of $1,000 on November __, 2002.
C.     The parties hereto desire to enter into this DAA in order to (a) grant to
Lessor  a security interest in the Account and all funds on deposit therein from
time  to  time,  (b)  provide  for  the  control of the Account by Lessor and to
otherwise  perfect  the security interest of Lessor in the Account and all funds
on deposit therein from time to time and (c) set forth their relative rights and
duties with respect to the Account and all funds on deposit therein from time to
time.
NOW,  THEREFORE,  in  consideration of the premises and the mutual covenants and
agreements  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:
1.     Effectiveness.  This DAA shall take effect immediately upon its execution
       -------------
by  all parties hereto.  This DAA is supplemented by the terms of Bank's deposit
account  agreement  with  Lessee,  the  authorizations granted by Lessee and any
other  agreements  between  Bank  and  Lessee  governing the Account and related
services  (collectively,  the "Account Documents").  To the extent that any term
                               -----------------
of  any  Account  Document  conflicts  with  this  DAA,  this DAA shall control.

2.     Security  Interest.  As  collateral  security for Lessee's obligations to
       ------------------
Lessor  under the Lease, Lessee hereby grants to Lessor a present and continuing
security  interest  in  (a)  the  Account,  (b)  all contract rights, claims and
privileges  in respect of the Account, and (c) all funds on deposit therein from
time to time, and all proceeds of the foregoing, and Bank acknowledges that this
DAA constitutes notice of Lessor's security interest in such collateral and does
hereby  consent  thereto.  Bank  hereby  agrees to be bound by the terms of this
DAA.  Lessee  hereby  agrees  that  Bank  shall  be  entitled to comply with the
written  instructions of Lessor received by Bank with respect to the Account and
all  other  collateral  described  in  this  Section  2.

3.     Control  of Account.  The Account shall be maintained by Bank in the name
       -------------------
of  Lessee.  All  amounts  in  the  Account  shall  be held by Bank on behalf of
Lessor.  Bank  shall  have exclusive possession of and sole dominion and control
over  the  Account  on  behalf of Lessor. Lessee shall have no right to withdraw
funds from the Account. If Bank has received written notice from Lessor that (i)
Lessee has defaulted in the payment of a sum of money to be paid under the Lease
and  such  default  has  continued  for  a period of ten (10) days after written
notice from Lessor to Lessee of such default, (ii) Lessee has dissolved, made or
committed  an  act  of  bankruptcy,  or  a  proceeding  under  any bankruptcy or
insolvency  statute of any laws relating to relief of debtors has been commenced
by  Lessee  or  such  proceeding  has been commenced against Lessee and the same
shall  has  not  been  removed  within sixty (60) days of the date of the filing
thereof,  or  a receiver, trustee or liquidator has been appointed for Lessee or
for  all  or  a  substantial part of Lessee's assets with Lessee's consent or if
without  Lessee's  consent, the same has not been removed within sixty (60) days
of  the  appointment thereof or (iii) payment by Lessee under the Lease has been
avoided  as  a  preference  payment  under  applicable  bankruptcy,  insolvency,
receivership  or  other similar laws (the "Notice"), Lessor shall be entitled to
                                           ------
withdraw  any  or all funds on deposit in the Account and to apply such funds to
satisfy  outstanding  obligations  of  Lessee to Lessor under the Lease and Bank
shall  comply  with the instructions of Lessor directing such disposition of the
funds  in  the  Account  without  further  consent  by  Lessee.

4.     Investments.  Until  Bank  has received a Notice, funds on deposit in the
       -----------
Account  shall  be  invested  in Permitted Investments (as defined below) at the
written  direction  of  Lessee.  After a Notice, funds on deposit in the Account
shall  be  invested  at the written direction of Lessor.  Investment earnings on
funds  on deposit in the Account shall remain in the Account.  Investment losses
on  funds on deposit in the Account shall be charged to the Account.  Possession
of  any certificate evidencing any Permitted Investment (as defined below) shall
be retained by Bank for the benefit of Lessor.  If at any time Lessee or Lessor,
as  applicable,  fails  to direct investment, Bank is authorized to invest funds
held  in the Account in any Permitted Investment (as defined below).  "Permitted
Investments"  shall mean any of (i) direct obligations of, and obligations fully
guaranteed  as  to  timely  payment  by,  the  United  States  of  America, (ii)
commercial  paper (other than commercial paper issued by Lessee or any affiliate
of  Lessee),  having,  at  the  time  of investment or contractual commitment to
invest  therein,  a  rating  from  each  of  Standard & Poors and Moody's in its
highest  investment  category  (currently  A1+  and  P1,  respectively) or (iii)
investments  in  money  market funds rated in the highest investment category by
each  of  Standard  &  Poors  and Moody's (currently A1+ and P1, respectively).]

5.     Statements  and  Other  Information.  Lessee  authorizes Bank to and Bank
       -----------------------------------
shall,  upon Lessor's request, provide Lessor with copies of the regular monthly
bank  statements  provided  to Lessee and such other information relating to the
Account  as  shall reasonably be requested by Lessor.  Lessee authorizes Bank to
and  Bank shall also deliver a copy of all notices and statements required to be
sent  to Lessee pursuant to any agreement governing or related to the Account to
Lessor  at  such  times  as  provided  therein.

6.     No  Offset.  Bank  agrees  not  to exercise or claim any right of offset,
       ----------
right  of  recoupment,  security  interest,  banker's  lien  or other like right
against  the  Account  for  so  long  as  this  DAA  is  in effect except Bank's
reasonable  and customary charges, fees and expenses with respect to the Account
or  the  services  provided  in connection therewith or hereunder (collectively,
"Charges").
   -----

7.     Priority  of  Lien.  Bank  hereby  waives  and  releases  all  liens,
       ------------------
encumbrances,  claims  and rights of setoff Bank may have against the Account or
       ----
any  deposits  therein  and agrees that, except in respect of payments expressly
set  forth in Section 6, it will not assert any such lien, encumbrance, claim or
right or the priority thereof against the Account or any deposits therein.  Bank
will  not  agree  with  any  third  party  that Bank will comply with directions
concerning  the Account originated by such third party without the prior written
consent  of  Lessor  and  Lessee.

8.     Exculpation  of  Bank.  Lessee  and  Lessor agree that Bank shall have no
       ---------------------
liability to either of them for any loss or damage that either or both may claim
to  have  suffered or incurred, either directly or indirectly, by reason of this
DAA  or any transaction or service contemplated by the provisions hereof, unless
occasioned  by  the gross negligence or willful misconduct of Bank.  In no event
shall  Bank  be liable for losses or delays resulting from computer malfunction,
interruption  of  communication  facilities,  labor difficulties or other causes
beyond  Bank's  reasonable  control  or  for  indirect,  special,  punitive  or
consequential  damages.

9.     Indemnity.  Lessee  hereby  agrees to indemnify, defend and save harmless
       ---------
Bank  against  any  loss,  liability  or  expense (including reasonable fees and
disbursements  of  counsel,  including  counsel  who may be an employee of Bank)
incurred in connection with this DAA or the Account (except to the extent due to
Bank's willful misconduct or gross negligence) or incurred at Lessee's direction
or  instruction,  including  without  limitation  any  Charges.

10.     Termination.  This DAA may be terminated by Lessee only upon delivery to
        -----------
Bank  of  a  written notification thereof jointly executed by Lessee and Lessor.
If  an  Event  of  Default exists under the Lease, this DAA may be terminated by
Lessor  at  any time, with or without cause, upon its delivery of five (5) days'
prior  written  notice  thereof  to  each  of  Lessee and Bank.  This DAA may be
terminated  by Bank at any time on not less than thirty (30) days' prior written
notice delivered to each of Lessee and Lessor.  After the effective date of such
notice  of  termination,  Bank  will,  unless  Lessor  and  Lessee  designate  a
replacement  deposit  account  for  such  transfers,  (i) immediately pay to the
direction  of  Lessor  all  available  funds,  if  any,  then  on deposit in, or
otherwise  to the credit of, the Account, less all outstanding Charges, and (ii)
upon  receipt,  all  available  funds  received after the effective date of such
notice  for  deposit  in,  or  otherwise  to  the  credit  of,  the Account. The
provisions  of  Sections  2,  3,  4  and 8 shall survive termination of this DAA
unless and until specifically released by Lessor in writing.  All rights of Bank
under  Sections  6,  7,  8  and  9  shall  survive  any termination of this DAA.
Promptly  after  all  obligations and indebtedness of the Lessee under the Lease
shall have been fully discharged, the Lessor shall direct the Bank to return all
available  funds  to  or  at  the  direction  of  Lessee.

11.     Irrevocable Agreements.  Lessee acknowledges that the agreements made by
        ----------------------
it  and  the  authorizations  granted  by  it  in Sections 2, 3 and 4 hereof are
irrevocable  and  that the authorizations granted in Sections 2, 3 and 4  hereof
are  powers  coupled  with  an  interest.

12.     Tax  Reporting.  All  items of income, gain, expense and loss recognized
        --------------
in  the  Account shall be reported to the Internal Revenue Service and all state
and  local  tax authorities under the name of and taxpayer identification number
of  Lessee.

13.     Notices.  All notices, requests or other communications given to Lessor,
        -------
Bank or Lessee shall be given in writing (including by facsimile) at the address
specified  below:

     Lessee:     Rail  Investors  I,  LLC
     C/0  PLM  Transportation  Equipment  Corporation,  Manager
Attention:     Michael  Clayton
Address:     One  North  LaSalle  St.,  Suite  2700
     Chicago,  IL  60602
Telephone:     (312)  759  -  2742
     Facsimile:     (312)  857-1030

     Lessor:     Trinity  Industries  Leasing  Company,  Inc.
Attention:     Tom  Jardine
Address:     2525  Stemmons  Freeway
     Dallas,  TX  75207
Telephone:     (214)  589-8503
Facsimile:     (214)  589-8271

     Bank:     Comerica  Bank
Attention:     MASAKO  NODA
Address:     275  Battery  Street,  Suite  1100
     San  Francisco,  CA  94111
Telephone:     (415)  954-5003
Facsimile:     (415)  954-5020

Any  party  may change its address for notices hereunder by notice to each other
party  hereunder given in accordance with this Section 13.  Each notice, request
or  other  communication shall be effective (a) if given by facsimile, when such
facsimile  is  transmitted  to the facsimile number specified in this Section 13
and  confirmation  of  receipt is made by the appropriate party, (b) if given by
overnight  courier,  24  hours  after  such  communication is deposited with the
overnight  courier  for delivery, addressed as aforesaid, or (c) if given by any
other  means,  when  delivered  at  the  address  specified  in this Section 13.
14.     Miscellaneous.
        -------------

A.     This  DAA may be amended only by a written instrument executed by Lessor,
Bank,  and  Lessee  acting  by their respective duly authorized representatives.

B.     This  DAA  shall  be  binding  upon and shall inure to the benefit of the
parties  hereto  and their respective successors and assigns, but neither Lessee
nor  Bank  shall  be  entitled to assign or delegate any of its rights or duties
hereunder  without  first obtaining the express prior written consent of Lessor,
which  shall  not unreasonably be withheld.  Not in limitation of the foregoing,
Lessor  may  assign  its  rights under this DAA to one or more assignees (an any
such  assignee  may  further  assign  to  a  further assignee, if applicable) in
connection  with  one  or  more  financing  transactions secured by or otherwise
supported  by  the  Lease,  and  any such assignee shall have the same rights as
Lessor  hereunder.

C.     This  DAA  may be executed in any number of several counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and  the  same  instrument.

D.     THIS DAA SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

IN  WITNESS WHEREOF, each of the parties has executed and delivered this Account
Agreement  as  of  the  day  and  year  first  above  set  forth.

     "Bank"
COMERICA  BANK  -  CALIFORNIA


By:___________________________________
Title:__________________________________


"LESSEE"
     Rail  Investors  I,  LLC
By:  PLM  Transportation  Equipment  Corporation,  Manager


     By:___________________________________
     Michael  Clayton
     Title:     President

     "LESSOR"
TRINITY  INDUSTRIES  LEASING  COMPANY


     By:___________________________________
     Tom  Jardine
     Title:     Vice  President

<PAGE>
6

                                   EXHIBIT B-4
                                  TO APPENDIX B

                                     FORM OF

                  MAINTENANCE RESERVE ACCOUNT SECURITY INTEREST
                  ---------------------------------------------
                              AND CONTROL AGREEMENT
                              ---------------------

THIS MAINTENANCE RESERVE ACCOUNT SECURITY INTEREST AND CONTROL AGREEMENT ("MRA")
is  made  and  entered  into  as of this 22nd day of October, 2002, by and among
COMERICA  BANK  -  CALIFORNIA  ("Bank"), Rail Investors I, LLC ("RI") a Delaware
limited  liability  company  ("Lessee")  and Trinity Industries Leasing Company,
                               ------
Inc.,  a Delaware corporation ("Lessor"), pursuant to the Lease described below.
                                ------

A.     Pursuant  to  that  certain  Railroad Car Net Lease Agreement dated as of
October  22,  2002,  by  and between Lessee and Lessor (together with any riders
entered  into  pursuant  thereto  and  as  otherwise  amended,  supplemented  or
otherwise  modified  from time to time, the "Lease"), Lessor has agreed to lease
                                             -----
certain  railcars  to  Lessee.

B.     Lessee  has  established Account No. 1892257419 with Bank (the "Account")
                                                                       -------
into  which  Lessee  has  deposited  the  amount of $1,000 on November __, 2002.

The  parties  hereto desire to enter into this MRA in order to (a) provide funds
for the care and maintenance of the rail cars that are the subject of the Lease,
(b)  grant to Lessor a security interest in the Account and all funds on deposit
therein  from time to time, (c) provide for the control of the Account by Lessor
and  to otherwise perfect the security interest of Lessor in the Account and all
funds  on  deposit  therein  from  time to time and (d) set forth their relative
rights  and  duties with respect to the Account and all funds on deposit therein
from  time  to  time.

NOW,  THEREFORE,  in  consideration of the premises and the mutual covenants and
agreements  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:
1.     Effectiveness.  This MRA shall take effect immediately upon its execution
       -------------
by  all parties hereto.  This MRA is supplemented by the terms of Bank's deposit
account  agreement  with  Lessee,  the  authorizations granted by Lessee and any
other  agreements  between  Bank  and  Lessee  governing the Account and related
services  (collectively,  the "Account Documents").  To the extent that any term
                               -----------------
of  any  Account  Document  conflicts  with  this  MRA,  this MRA shall control.

2.     Use  of Account Funds.  The funds on deposit in the Account shall be used
       ---------------------
solely  for  the purpose of meeting Lessee's obligations under the Lease to care
for  and  maintain  the  railcars  that  are  the  subject  of  the  Lease.

3.     Security  Interest.  As  collateral  security for Lessee's obligations to
       ------------------
Lessor  under the Lease, Lessee hereby grants to Lessor a present and continuing
security  interest  in  (a)  the  Account,  (b)  all contract rights, claims and
privileges  in respect of the Account, and (c) all funds on deposit therein from
time to time, and all proceeds of the foregoing, and Bank acknowledges that this
MRA constitutes notice of Lessor's security interest in such collateral and does
hereby  consent  thereto.  Bank  hereby  agrees to be bound by the terms of this
MRA.  Lessee  hereby  agrees  that  Bank  shall  be  entitled to comply with the
written  instructions of Lessor received by Bank with respect to the Account and
all  other  collateral  described  in  this  Section  3.

4.     Control  of Account.  The Account shall be maintained by Bank in the name
       -------------------
of  Lessee.  All  amounts  in  the  Account  shall  be held by Bank on behalf of
Lessor.  Bank  shall  have exclusive possession of and sole dominion and control
over  the Account on behalf of Lessor. Lessee shall have the right to withdrawal
funds  from  the  Account  solely  for  the  purpose  of complying with Lessee's
obligations  under  the Lease for the care and maintenance of the rail cars that
are  the  subject of the Lease.  If Bank has received written notice from Lessor
that  (i) Lessee has defaulted in the payment of a sum of money to be paid under
the  Lease  and  such  default has continued for a period of ten (10) days after
written  notice  to  Lessee  of such default, (ii) Lessee has dissolved, made or
committed  an  act  of  bankruptcy,  or  a  proceeding  under  any bankruptcy or
insolvency  statute of any laws relating to relief of debtors has been commenced
by  Lessee  or  such  proceeding  has been commenced against Lessee and the same
shall  has  not  been  removed  within sixty (60) days of the date of the filing
thereof,  or  a receiver, trustee or liquidator has been appointed for Lessee or
for  all  or  a  substantial part of Lessee's assets with Lessee's consent or if
without  Lessee's  consent, the same has not been removed within sixty (60) days
of  the  appointment  thereof,  (iii) payment by Lessee under the Lease has been
avoided  as  a  preference  payment  under  applicable  bankruptcy,  insolvency,
receivership  or  other  similar  laws or (iv) Lessee has failed to maintain the
rail  cars that are the subject of the Lease in accordance with the requirements
of  the  Lease  or otherwise in Lessor's opinion (the "Notice"), Lessor shall be
                                                       ------
entitled  to  withdraw  any  or all funds on deposit in the Account and to apply
such  funds  to  satisfy  Lessee's obligations of care and maintenance under the
Lease  and  Bank  shall  comply  with  the instructions of Lessor directing such
disposition  of  the  funds  in  the  Account without further consent by Lessee.

5.     Investments.  Until  Bank  has received a Notice, funds on deposit in the
       -----------
Account  shall  be  invested  in Permitted Investments (as defined below) at the
written  direction  of  Lessee.  After a Notice, funds on deposit in the Account
shall  be  invested  at the written direction of Lessor.  Investment earnings on
funds  on deposit in the Account shall remain in the Account.  Investment losses
on  funds on deposit in the Account shall be charged to the Account.  Possession
of  any certificate evidencing any Permitted Investment (as defined below) shall
be retained by Bank for the benefit of Lessor.  If at any time Lessee or Lessor,
as  applicable,  fails  to direct investment, Bank is authorized to invest funds
held  in the Account in any Permitted Investment (as defined below).  "Permitted
Investments"  shall mean any of (i) direct obligations of, and obligations fully
guaranteed  as  to  timely  payment  by,  the  United  States  of  America, (ii)
commercial  paper (other than commercial paper issued by Lessee or any affiliate
of  Lessee),  having,  at  the  time  of investment or contractual commitment to
invest  therein,  a  rating  from  each  of  Standard & Poors and Moody's in its
highest  investment  category  (currently  A1+  and  P1,  respectively) or (iii)
investments  in  money  market funds rated in the highest investment category by
each  of  Standard  &  Poors  and  Moody's (currently A1+ and P1, respectively).

6.     Statements  and  Other  Information.  Lessee  authorizes Bank to and Bank
       -----------------------------------
shall,  upon Lessor's request, provide Lessor with copies of the regular monthly
bank  statements  provided  to Lessee and such other information relating to the
Account  as  shall reasonably be requested by Lessor.  Lessee authorizes Bank to
and  Bank shall also deliver a copy of all notices and statements required to be
sent  to Lessee pursuant to any agreement governing or related to the Account to
Lessor  at  such  times  as  provided  therein.

7.     No  Offset.  Bank  agrees  not  to exercise or claim any right of offset,
       ----------
right  of  recoupment,  security  interest,  banker's  lien  or other like right
against  the  Account  for  so  long  as  this  MRA  is  in effect except Bank's
reasonable  and customary charges, fees and expenses with respect to the Account
or  the  services  provided  in connection therewith or hereunder (collectively,
"Charges").
   -----

8.     Priority  of  Lien.  Bank  hereby  waives  and  releases  all  liens,
       ------------------
encumbrances,  claims  and rights of setoff Bank may have against the Account or
       ----
any  deposits  therein  and agrees that, except in respect of payments expressly
set  forth in Section 7, it will not assert any such lien, encumbrance, claim or
right or the priority thereof against the Account or any deposits therein.  Bank
will  not  agree  with  any  third  party  that Bank will comply with directions
concerning  the Account originated by such third party without the prior written
consent  of  Lessor  and  Lessee.

9.     Exculpation  of  Bank.  Lessee  and  Lessor agree that Bank shall have no
       ---------------------
liability to either of them for any loss or damage that either or both may claim
to  have  suffered or incurred, either directly or indirectly, by reason of this
MRA  or any transaction or service contemplated by the provisions hereof, unless
occasioned  by  the gross negligence or willful misconduct of Bank.  In no event
shall  Bank  be liable for losses or delays resulting from computer malfunction,
interruption  of  communication  facilities,  labor difficulties or other causes
beyond  Bank's  reasonable  control  or  for  indirect,  special,  punitive  or
consequential  damages.

10.     Indemnity.  Lessee  hereby agrees to indemnify, defend and save harmless
        ---------
Bank  against  any  loss,  liability  or  expense (including reasonable fees and
disbursements  of  counsel,  including  counsel  who may be an employee of Bank)
incurred in connection with this MRA or the Account (except to the extent due to
Bank's willful misconduct or gross negligence) or incurred at Lessee's direction
or  instruction,  including  without  limitation  any  Charges.

11.     Termination.  This MRA may be terminated by Lessee only upon delivery to
        -----------
Bank  of  a  written notification thereof jointly executed by Lessee and Lessor.
If  an  Event  of  Default exists under the Lease, this MRA may be terminated by
Lessor  at  any time, with or without cause, upon its delivery of five (5) days'
prior  written  notice  thereof  to  each  of  Lessee and Bank.  This MRA may be
terminated  by Bank at any time on not less than thirty (30) days' prior written
notice delivered to each of Lessee and Lessor.  After the effective date of such
notice  of  termination,  Bank  will,  unless  Lessor  and  Lessee  designate  a
replacement  deposit  account  for  such  transfers,  (i) immediately pay to the
direction  of  Lessor  all  available  funds,  if  any,  then  on deposit in, or
otherwise  to the credit of, the Account, less all outstanding Charges, and (ii)
upon  receipt,  all  available  funds  received after the effective date of such
notice  for  deposit  in,  or  otherwise  to  the  credit  of,  the Account. The
provisions  of  Sections  2,  3,  4  and 8 shall survive termination of this MRA
unless and until specifically released by Lessor in writing.  All rights of Bank
under  Sections  6,  7,  8  and  9  shall  survive  any termination of this MRA.
Promptly  after  all  obligations and indebtedness of the Lessee under the Lease
shall have been fully discharged, the Lessor shall direct the Bank to return all
available  funds  to  or  at  the  direction  of  the  Lessee.

12.     Irrevocable Agreements.  Lessee acknowledges that the agreements made by
        ----------------------
it  and  the  authorizations  granted  by  it  in Sections 2, 3 and 4 hereof are
irrevocable  and  that the authorizations granted in Sections 2, 3 and 4  hereof
are  powers  coupled  with  an  interest.

13.     Tax  Reporting.  All  items of income, gain, expense and loss recognized
        --------------
in  the  Account shall be reported to the Internal Revenue Service and all state
and  local  tax authorities under the name of and taxpayer identification number
of  Lessee.

14.     Notices.  All notices, requests or other communications given to Lessor,
        -------
Bank or Lessee shall be given in writing (including by facsimile) at the address
specified  below:

     Lessee:     Rail  Investors  I,  LLC
     C/0  PLM  Transportation  Equipment  Corporation,  Manager
Attention:     Michael  Clayton
Address:     One  North  LaSalle  St.,  Suite  2700
     Chicago,  IL  60602
Telephone:     (312)  759  -  2742
     Facsimile:     (312)  857-1030

     Lessor:     Trinity  Industries  Leasing  Company,  Inc.
Attention:     Tom  Jardine
Address:     2525  Stemmons  Freeway
     Dallas,  TX  75207
Telephone:     (214)  589-8503
Facsimile:     (214)  589-8271

     Bank:     Comerica  Bank
Attention:     MASAKO  NODA
Address:     275  Battery  Street,  Suite  1100
     San  Francisco,  CA  94111
Telephone:     (415)  954-5003
Facsimile:     (415)  954-5020

Any  party  may change its address for notices hereunder by notice to each other
party  hereunder given in accordance with this Section 14.  Each notice, request
or  other  communication shall be effective (a) if given by facsimile, when such
facsimile  is  transmitted  to the facsimile number specified in this Section 14
and  confirmation  of  receipt is made by the appropriate party, (b) if given by
overnight  courier,  24  hours  after  such  communication is deposited with the
overnight  courier  for delivery, addressed as aforesaid, or (c) if given by any
other  means,  when  delivered  at  the  address  specified  in this Section 14.
15.     Miscellaneous.
        -------------

A.     This  MRA may be amended only by a written instrument executed by Lessor,
Bank,  and  Lessee  acting  by their respective duly authorized representatives.

B.     This  MRA  shall  be  binding  upon and shall inure to the benefit of the
parties  hereto  and their respective successors and assigns, but neither Lessee
nor  Bank  shall  be  entitled to assign or delegate any of its rights or duties
hereunder  without  first obtaining the express prior written consent of Lessor,
which  shall  not unreasonably be withheld.  Not in limitation of the foregoing,
Lessor  may  assign  its  rights under this MRA to one or more assignees (an any
such  assignee  may  further  assign  to  a  further assignee, if applicable) in
connection  with  one  or  more  financing  transactions secured by or otherwise
supported  by  the  Lease,  and  any such assignee shall have the same rights as
Lessor  hereunder.

C.     This  MRA  may be executed in any number of several counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and  the  same  instrument.

D.     THIS MRA SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

IN  WITNESS WHEREOF, each of the parties has executed and delivered this Account
Agreement  as  of  the  day  and  year  first  above  set  forth.

     "Bank"
COMERICA  BANK  -  CALIFORNIA


By:___________________________________
Title:__________________________________


"LESSEE"
     Rail  Investors  I,  LLC
By:  PLM  Transportation  Equipment  Corporation,  Manager


     By:___________________________________
     Michael  Clayton
     Title:     President

     "LESSOR"
TRINITY  INDUSTRIES  LEASING  COMPANY


     By:___________________________________
     Tom  Jardine
     Title:     Vice  President

<PAGE>




                                   APPENDIX C

                      Sales Price and Lease Rate Schedules

<TABLE>
<CAPTION>

<S>                                                      <C>           <C>            <C>           <C>
DOT112A340W
TANK CARS
                                                         PLMX 135001-   PLMX 135151-   PLMX 135156-   PLMX 135191-
                                                              135150         135155         135190         135230
                                                         ------------   -------------  ------------   ------------
CUSTOMER ASSIGNMENTS. . . . . . . . . . . . . . . . . .                                      Exxon          Terra
-------------------------------------------------------  -----------  -------------  --------------  ------------
Quantity. . . . . . . . . . . . . . . . . . . . . . . .          150              5             35             40
-------------------------------------------------------  -----------  -------------  --------------  ------------
Base contract price . . . . . . . . . . . . . . . . . .  $    71,915    $    71,915    $    71,915    $    71,915
-------------------------------------------------------  -----------  -------------  --------------  ------------
   2" Rego TA7894P Valves . . . . . . . . . . . . . . .    no charge      no charge      no charge      no charge
-------------------------------------------------------  -----------  -------------  --------------  ------------
   MGM gauge device and other valves. . . . . . . . . .       - $250         - $250          -$250            N/A
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Midland gauge device B-612-S . . . . . . . . . . . .          N/A            N/A      no charge      no charge
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Change back to Midland A-257 and A-119 valves. . . .         +$35           +$35           +$35           +$35
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Garlock 3300 gaskets . . . . . . . . . . . . . . . .         +$15           +$15            N/A           +$15
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Universal Chemtrec decal . . . . . . . . . . . . . .         +$25           +$25           +$25           +$25
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Hempel 4588 exterior paint . . . . . . . . . . . . .    no charge      no charge       no charge     no charge
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Nitrogen purge with 2% oxygen and 5# Nitrogen pad. .        +$575          +$575           +$575         +$575
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Miner series 2000 brake beams. . . . . . . . . . . .    no charge      no charge       no charge     no charge
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Miner Side Bearings TCC III 45 L-T . . . . . . . . .         +$85           +$85            +$85          +$85
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Reconditioned wheel sets from Progress Rail/Meridian       -$1530         -$1530          -$1530        -$1530
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Lift Assist. . . . . . . . . . . . . . . . . . . . .        +$120          +$120           +$120         +$120
-------------------------------------------------------  -----------  -------------  --------------  ------------
   ASF Super Service Ridemaster . . . . . . . . . . . .    no charge            N/A             N/A           N/A
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Buckeye Barber S2D trucks. . . . . . . . . . . . . .          N/A          +$350           +$350         +$350
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Morton running boards. . . . . . . . . . . . . . . .    no charge      no charge       no charge     no charge
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Product Deflector. . . . . . . . . . . . . . . . . .         +$45           +$45            +$45          +$45
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Garlock 3545 gaskets and Viton A O-rings . . . . . .          N/A            N/A            +$65           N/A
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Security Dome feature. . . . . . . . . . . . . . . .          N/A            N/A             N/A          +$50
-------------------------------------------------------  -----------  -------------  --------------  ------------
   Invoice Sales Price. . . . . . . . . . . . . . . . .  $    71,035  $      71,385  $       71,435  $     71,670
-------------------------------------------------------  -----------  -------------  --------------  ------------

</TABLE>

SCHEDULE  C-1:  SELLING  PRICES

1.     PLMX  135156-135190:  Change to Garlock 3545 Gaskets and Viton A O-rings,
change  specific  gravity  of  gauge  rods
2.     PLMX  135191-135230: Add security dome, change from MGM to Midland B612-S
gauge  device.
3.     The reconditioned wheel set allowance is applicable to the first 230 tank
cars.  The  allowance  for  the  remaining  tank cars is subject to the price in
effect  at  the  time  wheel  sets  are  ordered.
4.     By  mutual  agreement  of  the  parties, PLM or RI may select options for
Outrigger  Boards at an additional cost of $265 per Purchased Rail Car and $2.10
per  month  per  Leased  Rail  Car  and  Aluminized  Safety  Valve  Spring at an
additional  cost  of $40.00 per Purchased Rail Car and $.32 per leased Rail Car.
Other  components  and  parts options shall be quoted separately upon request by
PLM  or  RI.
5.     The  reporting  marks  and  numbers  for  the  340W  Rail  Cars  are PLMX
135001-135???  and  for  the  400W Rail Cars are PLMX 137001-137???. Each number
series  remains  open  through  the  term  of  the  amended  agreement.

<PAGE>
<TABLE>
<CAPTION>

<S>                                                      <C>                  <C>
DOT112A400W
TANK CARS
                                                         PLMX 137001-137060   SEE BELOW
                                                         -------------------  ----------
CUSTOMER ASSIGNMENTS. . . . . . . . . . . . . . . . . .                             Nova
-------------------------------------------------------  -------------------  ----------
Quantity. . . . . . . . . . . . . . . . . . . . . . . .                   35          25
-------------------------------------------------------  -------------------  ----------
Base contract price . . . . . . . . . . . . . . . . . .  $            74,995  $   74,995
-------------------------------------------------------  -------------------  ----------
   2" Rego TA7894P Valves . . . . . . . . . . . . . . .            no charge   no charge
-------------------------------------------------------  -------------------  ----------
   MGM gauge device and other valves. . . . . . . . . .               - $250      - $250
-------------------------------------------------------  -------------------  ----------
   Midland gauge device and other valves. . . . . . . .                  N/A         N/A
-------------------------------------------------------  -------------------  ----------
   Change back to Midland A-257 and A-119 valves. . . .                 +$35        +$35
-------------------------------------------------------  -------------------  ----------
   Graphoil gaskets, Viton B O-rings. . . . . . . . . .                +$160       +$160
-------------------------------------------------------  -------------------  ----------
   Universal Chemtrec decal . . . . . . . . . . . . . .                 +$25        +$25
-------------------------------------------------------  -------------------  ----------
   Hempel 4588 exterior paint . . . . . . . . . . . . .            no charge    o charge
-------------------------------------------------------  -------------------  ----------
   Nitrogen purge with 2% oxygen and 5# Nitrogen pad. .                +$575         N/A
-------------------------------------------------------  -------------------  ----------
   Nitrogen purge with 1% oxygen and 5# pad . . . . . .                  N/A       +$695
-------------------------------------------------------  -------------------  ----------
   Miner series 2000 brake beams. . . . . . . . . . . .            no charge   no charge
-------------------------------------------------------  -------------------  ----------
   Miner Side Bearings TCC III 45 L-T . . . . . . . . .                 +$85        +$85
-------------------------------------------------------  -------------------  ----------
   Reconditioned wheel sets from Progress Rail/Meridian               -$1530      -$1530
-------------------------------------------------------  -------------------  ----------
   Lift Assist. . . . . . . . . . . . . . . . . . . . .                +$120       +$120
-------------------------------------------------------  -------------------  ----------
   ASF Super Service Ridemaster trucks. . . . . . . . .                  N/A         N/A
-------------------------------------------------------  -------------------  ----------
   Buckeye Barber S2D trucks. . . . . . . . . . . . . .                +$350       +$350
-------------------------------------------------------  -------------------  ----------
   Morton running boards. . . . . . . . . . . . . . . .            no charge   no charge
-------------------------------------------------------  -------------------  ----------
   Product Deflector. . . . . . . . . . . . . . . . . .                 +$45        +$45
-------------------------------------------------------  -------------------  ----------
   Nova response decal. . . . . . . . . . . . . . . . .                  N/A        +$15
-------------------------------------------------------  -------------------  ----------
                                                                        +$50        +$50
   Security Dome feature.
-------------------------------------------------------
   Invoice Sales Price. . . . . . . . . . . . . . . . .             +$74,660    +$74,795
-------------------------------------------------------  -------------------  ----------
</TABLE>
SCHEDULE  C-2:  SELLING  PRICES

1.     The  reconditioned wheel set allowance is applicable to the first 60 tank
cars.  The  allowance  for  the  remaining  tank cars is subject to the price in
effect  at  the  time  wheel  sets  are  ordered.
2.     PLMX  (25)  cars  are  for  Nova but reporting marks will not be assigned
until  cars  are  completed. Add Nova response decal, 1% oxygen purge and change
safety  relief  setting  from  300  psi  to  330  psi.
3.     By  mutual  agreement  of  the  parties, PLM or RI may select options for
Outrigger  Boards at an additional cost of $265 per Purchased Rail Car and $2.10
per  month  per  Leased  Rail  Car  and  Aluminized  Safety  Valve  Spring at an
additional  cost  of $40.00 per Purchased Rail Car and $.32 per leased Rail Car.
Other  components  and  parts options shall be quoted separately upon request by
PLM  or  RI.
4.     The  reporting  marks  and  numbers  for  the  340W  Rail  Cars  are PLMX
135001-135???  and  for  the  400W Rail Cars are PLMX 137001-137???. Each number
series  remains  open  through  the  term  of  the  amended  agreement.


<PAGE>
<TABLE>
<CAPTION>

<S>                                                      <C>                  <C>                  <C>
DOT112A340W
TANK CARS
                                                         PLMX 135001-   PLMX 135151-   PLMX 135156-   PLMX 135191-
                                                              135150         135155         135190         135230
                                                         ------------  -------------  -------------  ------------
CUSTOMER ASSIGNMENTS. . . . . . . . . . . . . . . . . .                                      Exxon         Terra
-------------------------------------------------------  ------------  -------------  -------------  ------------
Quantity. . . . . . . . . . . . . . . . . . . . . . . .          150              5            35             40
-------------------------------------------------------  ------------  -------------  -------------  ------------
Base contract price . . . . . . . . . . . . . . . . . .  $       565    $       565    $      565     $      565
-------------------------------------------------------  ------------  -------------  -------------  ------------
   2" Rego TA7894P Valves . . . . . . . . . . . . . . .    no charge      no charge     no charge      no charge
-------------------------------------------------------  ------------  -------------  -------------  ------------
   MGM gauge device and other valves. . . . . . . . . .      - $1.98        - $1.98        -$1.98            N/A
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Midland gauge device B-612-S . . . . . . . . . . . .          N/A            N/A      no charge     no charge
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Change back to Midland A-257 and A-119 valves. . . .        +$.28          +$.28          +$.28         +$.28
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Garlock 3300 gaskets . . . . . . . . . . . . . . . .        +$.12          +$.12            N/A         +$.12
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Universal Chemtrec decal . . . . . . . . . . . . . .        +$.20          +$.20          +$.20         +$.20
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Hempel 4588 exterior paint . . . . . . . . . . . . .    no charge      no charge      no charge     no charge
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Nitrogen purge with 2% oxygen and 5# Nitrogen pad. .       +$6.93         +$6.93         +$6.93        +$6.93
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Miner series 2000 brake beams. . . . . . . . . . . .    no charge      no charge      no charge     no charge
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Miner Side Bearings TCC III 45 L-T . . . . . . . . .        +$.67          +$.67          +$.67         +$.67
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Reconditioned wheel sets from Progress Rail/Meridian      -$12.10        -$12.10        -$12.10       -$12.10
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Lift Assist. . . . . . . . . . . . . . . . . . . . .        +$.95          +$.95          +$.95         +$.95
-------------------------------------------------------  ------------  -------------  -------------  ------------
   ASF Super Service Ridemaster trucks. . . . . . . . .    no charge            N/A            N/A           N/A
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Buckeye Barber S2D trucks. . . . . . . . . . . . . .          N/A         +$2.77         +$2.77        +$2.77
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Morton running boards. . . . . . . . . . . . . . . .    no charge      no charge      no charge     no charge
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Product Deflector. . . . . . . . . . . . . . . . . .        +$.36          +$.36          +$.36         +$.36
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Garlock 3545 gaskets and Viton A O-rings . . . . . .          N/A            N/A          +$.52           N/A
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Security Dome feature. . . . . . . . . . . . . . . .          N/A            N/A            N/A         +$.40
-------------------------------------------------------  ------------  -------------  -------------  ------------
   Invoice Lease Rate*. . . . . . . . . . . . . . . . .  $    560.43  $      563.20  $      563.60        565.58
-------------------------------------------------------  ------------  -------------  -------------  ------------


</TABLE>

SCHEDULE  C-3:  LEASE  RATES

*     Adjustment  of  Lease  Rate  -  The  Lease  Rate  is subject to a one-time
      ---------------------------
adjustment  for  any change in the yield to maturity of on-the-run ten year U.S.
      -
Treasury Notes yielding 5.34% as of March 27, 2002 ("Notes") versus the yield to
maturity  of  such Notes as of the date of delivery of the initial car under the
applicable  Rider to the Lease.  For each 25 basis point change in such yield to
maturity,  the  Lease  Rate  shall  be  adjusted  $6.00  per  car  per  month.

1.     PLMX  135156-135190:  Change to Garlock 3545 Gaskets and Viton A O-rings,
change  specific  gravity  of  gauge  rods
2.     PLMX  135191-135230: Add security dome, change from MGM to Midland B612-S
gauge  device.
3.     The reconditioned wheel set allowance is applicable to the first 230 tank
cars.  The  allowance  for  the  remaining  tank cars is subject to the price in
effect  at  the  time  wheel  sets  are  ordered.
4.     By  mutual  agreement  of  the  parties, PLM or RI may select options for
Outrigger  Boards at an additional cost of $265 per Purchased Rail Car and $2.10
per  month  per  Leased  Rail  Car  and  Aluminized  Safety  Valve  Spring at an
additional  cost  of $40.00 per Purchased Rail Car and $.32 per leased Rail Car.
Other  components  and  parts options shall be quoted separately upon request by
PLM  or  RI.
5.     The  reporting  marks  and  numbers  for  the  340W  Rail  Cars  are PLMX
135001-135???  and  for  the  400W Rail Cars are PLMX 137001-137???. Each number
series  remains  open  through  the  term  of  the  amended  agreement.

<PAGE>
<TABLE>
<CAPTION>

<S>                                                      <C>                  <C>
DOT112A400W
TANK CARS
                                                         PLMX 137001-137060   SEE BELOW
                                                         -------------------  ----------
CUSTOMER ASSIGNMENTS. . . . . . . . . . . . . . . . . .                             Nova
-------------------------------------------------------  -------------------  ----------
Quantity. . . . . . . . . . . . . . . . . . . . . . . .                   35          25
-------------------------------------------------------  -------------------  ----------
Base contract price . . . . . . . . . . . . . . . . . .  $               593  $      593
-------------------------------------------------------  -------------------  ----------
   2" Rego TA7894P Valves . . . . . . . . . . . . . . .            no charge   no charge
-------------------------------------------------------  -------------------  ----------
   MGM gauge device and other valves. . . . . . . . . .              - $1.98     - $1.98
-------------------------------------------------------  -------------------  ----------
   Midland gauge device and other valves. . . . . . . .                  N/A         N/A
-------------------------------------------------------  -------------------  ----------
   Change back to Midland A-257 and A-119 valves. . . .                +$.28       +$.28
-------------------------------------------------------  -------------------  ----------
   Graphoil gaskets, Viton B O-rings. . . . . . . . . .               +$1.27      +$1.27
-------------------------------------------------------  -------------------  ----------
   Universal Chemtrec decal . . . . . . . . . . . . . .                +$.20       +$.20
-------------------------------------------------------  -------------------  ----------
   Hempel 4588 exterior paint . . . . . . . . . . . . .            no charge   no charge
-------------------------------------------------------  -------------------  ----------
   Nitrogen purge with 2% oxygen and 5# Nitrogen pad. .               +$6.93         N/A
-------------------------------------------------------  -------------------  ----------
   Nitrogen purge with 1% oxygen and 5# pad . . . . . .                  N/A      +$8.37
-------------------------------------------------------  -------------------  ----------
   Miner series 2000 brake beams. . . . . . . . . . . .            no charge   no charge
-------------------------------------------------------  -------------------  ----------
   Miner Side Bearings TCC III 45 L-T . . . . . . . . .                +$.67       +$.67
-------------------------------------------------------  -------------------  ----------
   Reconditioned wheel sets from Progress Rail/Meridian              -$12.10     -$12.10
-------------------------------------------------------  -------------------  ----------
   Lift Assist. . . . . . . . . . . . . . . . . . . . .                +$.95       +$.95
-------------------------------------------------------  -------------------  ----------
   ASF Super Service Ridemaster trucks. . . . . . . . .                  N/A         N/A
-------------------------------------------------------  -------------------  ----------
   Buckeye Barber S2D trucks. . . . . . . . . . . . . .               +$2.77      +$2.77
-------------------------------------------------------  -------------------  ----------
   Morton running boards. . . . . . . . . . . . . . . .            no charge   no charge
-------------------------------------------------------  -------------------  ----------
   Product Deflector. . . . . . . . . . . . . . . . . .                +$.36       +$.36
-------------------------------------------------------  -------------------  ----------
   Nova response decal. . . . . . . . . . . . . . . . .                  N/A       +$.12
-------------------------------------------------------  -------------------  ----------
                                                                       +$.40       +$.40
   Security Dome feature.
-------------------------------------------------------
   Invoice Lease Rate*. . . . . . . . . . . . . . . . .             +$592.75    +$594.31
-------------------------------------------------------  -------------------  ----------
</TABLE>

SCHEDULE  C-4:  LEASE  RATES

*     Adjustment  of  Lease  Rate  -  The  Lease  Rate  is subject to a one-time
      ---------------------------
adjustment  for  any change in the yield to maturity of on-the-run ten year U.S.
      -
Treasury Notes yielding 5.34% as of March 27, 2002 ("Notes") versus the yield to
maturity  of  such Notes as of the date of delivery of the initial car under the
applicable  Rider to the Lease.  For each 25 basis point change in such yield to
maturity,  the  Lease  Rate  shall  be  adjusted  $6.00  per  car  per  month.

1.     The  reconditioned wheel set allowance is applicable to the first 60 tank
cars.  The  allowance  for  the  remaining  tank cars is subject to the price in
effect  at  the  time  wheel  sets  are  ordered.
2.     PLMX  (25)  cars  are  for  Nova but reporting marks will not be assigned
until  cars  are  completed. Add Nova response decal, 1% oxygen purge and change
safety  relief  setting  from  300  psi  to  330  psi.
3.     By  mutual  agreement  of  the  parties, PLM or RI may select options for
Outrigger  Boards at an additional cost of $265 per Purchased Rail Car and $2.10
per  month  per  Leased  Rail  Car  and  Aluminized  Safety  Valve  Spring at an
additional  cost  of $40.00 per Purchased Rail Car and $.32 per leased Rail Car.
Other  components  and  parts options shall be quoted separately upon request by
PLM  or  RI.
4.     The  reporting  marks  and  numbers  for  the  340W  Rail  Cars  are PLMX
135001-135???  and  for  the  400W Rail Cars are PLMX 137001-137???. Each number
series  remains  open  through  the  term  of  the  amended  agreement.