SEVERANCE AGREEMENT

         THIS SEVERANCE AGREEMENT ("Agreement") is made and entered into on this
17th  day of  December,  1999,  by and  between  PLM  INTERNATIONAL,  INC.,  its
successors and/or assigns (the "Company"), and Douglas P. Goodrich ("Employee").

         WHEREAS,  Employee  currently  holds the  position(s)  of  Senior  Vice
President of the Company;

         WHEREAS, the Board of Directors of the Company has recently engaged the
investment  banking firm of Imperial  Capital,  LLC to explore various strategic
and  financial  alternatives  for  maximizing  shareholder  value on a near-term
basis,  including,  but not  limited  to, a  possible  transaction  or series of
transactions  representing  a  merger,  consolidation,  or  any  other  business
combination, a sale of all or a substantial amount of the business,  securities,
or assets of the Company, or a recapitalization or spin-off;

         WHEREAS,  the  consideration  of any such  transaction  by the Board of
Directors  has led to  uncertainty  regarding the future path of the Company and
the long-term prospects for executive employment with the Company;

         WHEREAS,  the Company's Board of Directors  believes it is important to
the enhancement of shareholder  value that,  notwithstanding  such  uncertainty,
Employee act vigorously and  constructively in any negotiations  being conducted
in connection with any such transaction to achieve the results most favorable to
the Company's  shareholders  and to continue to manage the on-going  business of
the Company in order to achieve the most positive results attainable; and

         WHEREAS,  as an inducement  for Employee to remain in the employ of the
Company during this period of uncertainty,  this Agreement  provides for certain
incentives  for  Employee  upon a change in control (as defined  herein) and for
certain  severance  benefits  to be paid and  provided  to Employee in the event
Employee's employment is terminated following a change in control.

         NOW,  THEREFORE,  in  consideration  of the above premises and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and Employee agree as follows:

         1. Term. The term of this  Agreement  shall commence on January 1, 2000
and shall  continue (i) until  December 31, 2000 so long as no Change in Control
(as defined  below) has occurred on or before  December 31, 2000; or (ii) in the
event a Change in Control has occurred on or before  December  31,  2000,  until
Employee's  employment  has been  terminated (by the Company


<PAGE>


or by Employee) and all obligations under this Agreement have been met.

         2.       Change in Control.

         A.  For the  purposes  of this  Agreement  only,  the term  "Change  in
Control" shall mean the occurrence of any one of the following events:

                           (i) Any  person  or group (a  "Person"),  within  the
                  meaning of Sections 13(d) or 14(d) of the Securities  Exchange
                  Act of  1934,  as  amended  (the  "Exchange  Act"),  acquiring
                  "beneficial ownership" ("Beneficial Ownership"), as defined in
                  Rule  13d-3  under the  Exchange  Act,  of  securities  of the
                  Company  representing  more than  fifty  percent  (50%) of the
                  combined  voting  power  of  the  Company's  then  outstanding
                  securities; provided, however, in determining whether a Change
                  in Control has occurred,  voting securities which are acquired
                  in a "Non-Control  Acquisition" (as hereinafter defined) shall
                  not  constitute an  acquisition  which would cause a Change in
                  Control. A "Non-Control Acquisition" shall mean an acquisition
                  by (a) an  employee  benefit  plan (or  trust  forming  a part
                  thereof) maintained by the Company or any corporation or other
                  Person of which a majority  of its voting  power or its voting
                  equity  securities or equity  interests is owned,  directly or
                  indirectly, by the Company (for purposes of this definition, a
                  "Subsidiary"), (b) the Company or its Subsidiaries, or (c) any
                  Person in  connection  with a  "Non-Control  Transaction"  (as
                  hereinafter defined);

                           (ii)  A  merger,   consolidation  or   reorganization
                  (collectively,  a "Transaction")  involving the Company unless
                  such   Transaction   is   a   "Non-Control   Transaction."   A
                  "Non-Control  Transaction" shall mean a Transaction  involving
                  the Company where:

                                    (a)   The   stockholders   of  the   Company
                           immediately  before such Transaction own, directly or
                           indirectly,  immediately  following such Transaction,
                           at least fifty percent  (50%) of the combined  voting
                           power of the  outstanding  voting  securities  of the
                           corporation  resulting  from  such  Transaction  (the
                           "Surviving  Corporation") in  substantially  the same
                           proportion   as  their   ownership   of  the   voting
                           securities  of the  Company  immediately  before such
                           Transaction, or

                                    (b) No Person,  other than (1) the  Company,
                           (2) any Subsidiary,  or (3) any employee benefit plan
                           (or any trust forming a part  thereof)  maintained by
                           the  Company  or  any   Subsidiary,   has  Beneficial
                           Ownership


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<PAGE>


                           of more  than  fifty  percent  (50%) of the  combined
                           voting  power  of the  Surviving  Corporation's  then
                           outstanding voting securities;

                           (iii)  The sale or other  disposition  (other  than a
                  transfer to a  Subsidiary  of the  Company)  of the  Company's
                  subsidiary  American Finance Group,  Inc. (AFG) or the sale or
                  other  disposition of the Company's  trailer leasing  business
                  (through a sale of substantially  all of the Company's trailer
                  assets  and/or sale of the stock of the  Company's  subsidiary
                  PLM Rental,  Inc.)(Trailer  Leasing),  followed by the sale or
                  other  disposition  of  Trailer  Leasing  (in  the  case of an
                  earlier sale or  disposition of AFG) or AFG (in the case of an
                  earlier sale or disposition of Trailer Leasing);

                           (iv)  The  sale or other  disposition  (other  than a
                  transfer  to  a   Subsidiary   of  the   Company)  of  all  or
                  substantially all of the assets of the Company  (excluding the
                  sales or dispositions  specified in Section  2(A)(iii) above),
                  and/or  the  sale  or  other   disposition  of  the  Company's
                  subsidiary PLM Financial Services, Inc. (through an asset sale
                  or stock sale); or

                           (v) The stockholders of the Company approve a plan of
                  dissolution or liquidation of the Company.

                  B. In the  event  that a  Change  in  Control  transaction  as
defined in this Agreement  occurs,  and such  transaction is also deemed to be a
Change  in  Control  as  defined  in and  under the  Employment  Agreement  (the
"Employment  Agreement")  dated as of December  18, 1992 between the Company and
Employee (specifically, a majority of the members of the Continuing Directors of
the Board of  Directors  of the  Company  does not approve the Change in Control
event specifically for purposes of the Employment Agreement), then the terms and
conditions of the  Employment  Agreement,  including but not limited to Sections
10.2, 11, 12 and 13 thereof, shall govern and supercede this Agreement.

         3.       Acceleration and Vesting.

                  A.       Stock Options and Grants.

                           (i) Upon the  occurrence of a Change in Control,  any
                  and all options to purchase  stock and grants of stock (common
                  or otherwise) in the Company  granted to Employee  pursuant to
                  any plan or otherwise,  including  options granted pursuant to
                  the 1988 Management  Stock  Compensation  Plan and/or the 1998
                  Management Stock  Compensation Plan, and any and all grants of
                  stock in the Company granted to Employee  pursuant to the 1996
                  Mandatory  Management Stock Bonus Plan


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<PAGE>


                  (collectively,  any or all of these plans shall be referred to
                  herein  as  the  "Stock  Plans"),   shall  become  immediately
                  accelerated  and fully  vested  and any  restrictions  on such
                  options  and grants  shall,  to the extent  permissible  under
                  applicable  securities  laws,  fully lapse.  The Company shall
                  endeavor  to cause any  restrictions  on the options or grants
                  not lapsed by operation of this Section 3(A)(i) to so lapse.

                           (ii) Upon the vesting of all such  options and grants
                  pursuant to Section 3(A)(i) or Section  5(A)(ii) below and, in
                  the case of options, so long as such options have not expired,
                  Employee  may elect by  written  notice to the  Company at any
                  time following such vesting that the Company  "cash-out"  such
                  options  and/or  grants by paying to Employee  within five (5)
                  days of such notice the value of the options  and/or grants so
                  long as Employee surrenders to the Company,  and agrees to the
                  cancellation  of,  the  options  or  grants.  The value of the
                  options  and/or grants shall be calculated as follows:  (a) in
                  the event  that the  Change in Control is a result of a tender
                  offer and so long as Employee  provides his "cash-out"  notice
                  to the Company  within 30 days of the conclusion of the tender
                  offer, then Employee shall be paid the per share price paid to
                  the  Company's  shareholders  in  connection  with such tender
                  offer, or (b) in all other  circumstances,  the Employee shall
                  be paid the average daily closing price of the common stock of
                  the Company for the ten trading days immediately preceding the
                  date of Employee's "cash-out" notice, less in the case of both
                  (a) and (b) for the cash-out  options,  the exercise  price of
                  the option. In the event Employee does not elect to "cash-out"
                  pursuant to this  Section  3(A)(ii),  then  Employee's  rights
                  regarding such options and grants shall be as set forth in the
                  respective  Stock Plans and agreements  governing such options
                  and grants,  except that Employee  shall be deemed to be fully
                  vested and any  restrictions  on such options and grants shall
                  remain fully lapsed.

                  B. Executive Deferred Compensation  Agreement. In the event of
a Change in Control as  defined  in this  Agreement,  a Change in Control of the
Company shall also be deemed to have occurred for the purpose of Section 10.1 of
the  Executive  Deferred   Compensation   Agreement  (the  "Executive   Deferred
Compensation  Agreement")  dated as of July 3,  1993  between  the  Company  and
Employee,  so that  effective  with the  occurrence  of the  Change in  Control,
Employee  shall be treated for purposes of the Executive  Deferred  Compensation
Agreement  as if  Employee  had  attained  age 60 on the first day of the second
calendar  month  preceding the calendar  month in which the Change in Control of
the Company  occurs,  and  Employee's  Vesting  Factor under  Section 1.4 of the
Executive  Deferred  Compensation  Agreement shall become and forever thereafter
remain 1.

         4. Termination Upon a Change in Control.  Employee's  employment may be
terminated as follows:


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<PAGE>


                  A. At will by either the  Company or by  Employee  following a
Change in Control pursuant to Section 2(A)(iii), and if so terminated,  Employee
shall be paid and provided the benefits specified in Section 5(A) below.

                  B. At will by the Company or for "Good  Reason" (as defined in
Section 7, below) by Employee  following a Change in Control pursuant to Section
2(A)(i), 2(A)(ii), 2(A)(iv) or 2(A)(v), and if so terminated,  Employee shall be
paid and  provided the  benefits  specified in Section 5(A) below.  In the event
Employee terminates his employment for Good Reason and the Company disputes that
the  termination  was for Good  Reason,  the  Company  shall  have the burden of
proving that any such reason was not "Good Reason".

                  C. For "Cause" or "Disability"  (each as defined in Section 7,
below)  by the  Company  or for a reason  other  than Good  Reason  by  Employee
following a Change in Control pursuant to Section 2(A)(i), 2(A)(ii), 2(A)(iv) or
2(A)(v), and if so terminated,  Employee shall be paid and provided the benefits
specified in Section 5(B) below.

                  D.  If  either  party  chooses  to  terminate  the  Employee's
employment with the Company  pursuant to this Section 4, the  terminating  party
shall deliver to the other party a Notice of Termination  (as defined in Section
7,  below),  and  Employee's  termination  shall  be  effective  on the  Date of
Termination (as defined in Section 7, below).

                  E. Upon  termination  by either party pursuant to the terms of
this Agreement,  the Employment  Agreement shall be terminated as of the Date of
Termination,  and neither  party shall have any  further  rights or  obligations
thereunder.

         5. Compensation Upon Termination.

                  A. Termination Pursuant to Section 4(A) or 4(B). If either the
Company or Employee elects to terminate  Employee's  employment with the Company
under the  circumstances  described in Section  4(A) or 4(B) above,  the Company
shall,  in addition to paying  Employee his full Base Salary through the Date of
Termination at the rate in effect at the time the Notice of Termination is given
and any accrued but unused  vacation and personal days (as required by law), pay
to Employee, and provide to Employee, the following severance benefits:

                           (i) The Company shall pay to Employee an amount equal
                  to two years of  Employee's  annual base salary at the highest
                  rate in effect  during  the  twelve  (12)  months  immediately
                  preceding  the Date of  Termination,  less  customary  payroll
                  deductions,  such  payment  to be  made at  Employee's  option
                  either  on


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<PAGE>


                  the Date of  Termination  in a lump  sum,  or in  semi-monthly
                  installments (starting on the first regularly scheduled payday
                  following  the Date of  Termination,  and  continuing  on each
                  regularly  scheduled  payday  thereafter  until paid).  In the
                  event Employee fails to notify the Company of his option,  the
                  amount shall be paid in a lump sum;


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<PAGE>

                           (ii) Any and all options to purchase stock (common or
                  otherwise)  in the  Company  granted to  Employee  following a
                  Change in Control  pursuant to any plan or otherwise,  and any
                  and all grants of stock in the  Company  granted  to  Employee
                  following  a  Change  in  Control  pursuant  to  any  plan  or
                  otherwise,  shall  become  immediately  accelerated  and fully
                  vested  and  any  restrictions  on  such  options,  grants  or
                  equivalent or similar rights shall, to the extent  permissible
                  under  applicable  securities  laws,  fully lapse. The Company
                  shall  endeavor  to cause  any  restrictions  on the  options,
                  grants or equivalent or similar rights not lapsed by operation
                  of this Section 5(A)(ii) to so lapse.  Employee shall have the
                  same rights in such  accelerated and vested options and grants
                  as provided in Section  3(A)(ii) and the Company  shall pay to
                  Employee  the value of the  options  and/or  grants  following
                  receipt of Employee's  written  notice of his/her  election to
                  "cash-out" pursuant to Section 3(A)(ii);

                           (iii) At the Employee's election by written notice to
                  the Company made within five (5) business  days  following the
                  Notice of  Termination,  the Company  shall pay to Employee on
                  the Date of  Termination in a lump sum the total amount of any
                  Monthly  Executive  Compensation  Benefit  payments  that  are
                  payable under the Executive Deferred  Compensation  Agreement,
                  which amount shall have been determined  pursuant to the terms
                  of  Sections   5(a)  and  5(b)  of  the   Executive   Deferred
                  Compensation  Agreement  after taking into  consideration  the
                  automatic  acceleration of vesting as provided in Section 10.1
                  (including  Section  10.1(a)  and  10.1(b))  of the  Executive
                  Deferred Compensation Agreement. In the event Employee is paid
                  his executive deferred  compensation in a lump sum as provided
                  in this Section 5(A)(ii),  the Executive Deferred Compensation
                  Agreement  shall  be  terminated  and of no  further  force or
                  effect. In the event Employee does not elect to receive a lump
                  sum payment of his executive deferred  compensation,  then the
                  Monthly  Executive  Compensation  Benefit  payments  that  are
                  payable under the Executive  Deferred  Compensation  Agreement
                  shall be paid pursuant to the terms of that  agreement,  which
                  shall remain in full force and effect; and

                           (iv) Employee  shall  continue to  participate in all
                  life insurance,  medical, health, dental and disability plans,
                  programs or arrangements ("Insurance Plans") in which Employee
                  participated  immediately  prior to the Date of Termination on
                  the same terms as Employee  participated  immediately prior to
                  the Date of  Termination  for the  shorter  period  of (a) two
                  years  from  the  Date  of   Termination   or  (b)  Employee's
                  commencement  of full time  employment with a new company that
                  provides Employee with benefits at least as favorable as those
                  provided  by the  Company,  so  long as  Employee's  continued
                  participation   is  possible   under  the  general  terms  and
                  provisions  of such  plans  and  programs  and


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<PAGE>

                  Employee  will  continue  to be  obligated  to  pay  the  same
                  employee  portion of any  premium  and any  deductible  and/or
                  co-payments  associated  with  such  insurance  Plans  as  was
                  required   immediately  prior  to  the  Date  of  Termination.
                  Employee's  right to continued group benefits after any period
                  covered by the Company under this Agreement will be determined
                  in accordance with federal and state law.

                           (v) The payments  and  benefits  provided for in this
                  Section 5(A) are in addition to, and shall not be deemed to be
                  in lieu  of,  any  other  payments  and/or  benefits  to which
                  Employee is otherwise  entitled,  including without limitation
                  any and all payments and benefits under the PLM International,
                  Inc.  401K and  Profit  Sharing  Plan and any other  insurance
                  and/or disability plans.

                  B. Termination Pursuant to Section 4(C). Following a Change in
Control,  if Employee's  employment is terminated  pursuant to Section 4(C) (for
Cause, Disability or other than Good Reason), the Company shall pay Employee his
full Base Salary (and any accrued but unused vacation and personal days) through
the Date of  Termination at the rate in effect at the time Notice of Termination
is given,  and the Company shall have no further  obligations  to Employee under
this Agreement. The rights,  limitations and obligations of each of the Employee
and the Company  under any other  agreement  or plan (other than the  Employment
Agreement),  including  but not limited to any stock  option  plan,  stock grant
plan, deferred compensation plan and related agreement(s), each as may have been
modified by the terms of this Agreement, shall remain in full force and effect.

                  C.  Termination  Prior to a Change in Control.  This Agreement
does  not  provide  for the  payment  or  provision  of  severance  benefits  in
connection  with a  termination  by Employee or the Company  prior to and not in
connection  with a Change in  Control.  Employee's  rights to any such  benefits
shall continue to be governed by law or other written  agreement,  if any exists
between  Employee and the Company,  and nothing in this Agreement is intended to
change,  or shall be  construed  as  changing,  any of the legal or  contractual
rights of either party to terminate Employee's  employment (for Cause,  at-will,
for Good Reason,  or otherwise)  prior to and not in connection with a Change in
Control.

                  D. Section 280G.  Notwithstanding any other provisions of this
Agreement or any other  agreement  between the Company and the Employee,  in the
event that any payment or benefit  received or to be received by the Employee in
connection  with a  Change  in  Control  or the  termination  of the  Employee's
employment  (whether  pursuant to the terms of this Agreement or any other plan,
arrangement  or agreement with the Company or any Person whose actions result in
a Change in Control or any Person  affiliated  with the Company or such  Person)
(all such payments and  benefits,  including  the  severance  benefits  provided
hereunder,  being  hereinafter  called "Total Payments") would not be deductible
(in whole or part),  by the Company,  an


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<PAGE>

affiliate or Person making such payment or providing such benefit as a result of
section 280G of the  Internal  Revenue  Code of 1986,  as amended (the  "Code"),
then,  to the  extent  necessary  to make such  portion  of the  Total  Payments
deductible  (and after taking into account any  reduction in the Total  Payments
provided by reason of section  280G of the Code in such other plan,  arrangement
or agreement),  the benefits provided  hereunder shall be reduced (if necessary,
to zero); provided,  however, that,  notwithstanding the terms of any other plan
or  agreement,  the Employee may elect to have the  benefits  payable  under any
other plan or agreement  reduced (or  eliminated)  prior to any reduction of the
benefits  payable under this  Agreement,  which may include,  in the case of the
Executive Deferred Compensation  Agreement, an election to reduce the Employee's
Compensation Period under the Executive Deferred Compensation Agreement (without
increasing  the amount  determined  under Section 1.1 of the Executive  Deferred
Compensation Agreement as Employee's Monthly Deferred Compensation Benefit).

                           (i) For purposes of this  limitation in the event the
                  Company  asserts  that  the  limitation  would  apply,  (a) no
                  portion of the Total  Payments  the  receipt or  enjoyment  of
                  which the Employee  shall have waived at such time and in such
                  manner as not to constitute a "payment"  within the meaning of
                  section  280G(b) of the Code shall be taken into account,  (b)
                  no portion of the Total  Payments  shall be taken into account
                  that, in the opinion of tax counsel ("Tax  Counsel")  selected
                  by the Employee and reasonably  accepted by the Company,  does
                  not  constitute  a "parachute  payment"  within the meaning of
                  section 280G(b)(2) of the Code, including by reason of section
                  280G(b)(4)(A) of the Code, (c) the benefits payable under this
                  Agreement  shall be reduced  only to the extent  necessary  so
                  that the Total  Payments  (other  than  those  referred  to in
                  clauses (a) or (b)) in their  entirety  constitute  reasonable
                  compensation for services actually rendered within the meaning
                  of  section  280G(b)(4)(B)  of the Code or are  otherwise  not
                  subject to  disallowance  as  deductions  by reason of section
                  280G of the Code,  in the opinion of Tax Counsel,  and (d) the
                  value  of any  noncash  benefit  or any  deferred  payment  or
                  benefit  included in the Total Payments shall be determined in
                  accordance with the principles of sections  280G(d)(3) and (4)
                  of the Code.

                           (ii)  If  it  is  established  pursuant  to  a  final
                  determination  of a  court  or  an  Internal  Revenue  Service
                  proceeding  that,   notwithstanding  the  good  faith  of  the
                  Employee and the Company in applying the terms of this Section
                  6(F), the Total Payments paid to or for the Employee's benefit
                  are in an amount  that  would  result in any  portion  of such
                  Total  Payments being subject to the Excise Tax, then, if such
                  repayment  would  result in (a) no  portion  of the  remaining
                  Total  Payments  being  subject  to the  Excise  Tax and (b) a
                  dollar-for-dollar  reduction in the Employee's  taxable income
                  and wages for purposes of federal,  state and local income and
                  employment taxes, the Employee shall have an obligation to pay
                  the


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<PAGE>

                  Company  upon  demand  an  amount equal  to the sum of (x) the
                  excess of the  Total  Payments  paid to or for the  Employee's
                  benefit over the Total  Payments  that could have been paid to
                  or for the  Employee's  benefit  without  any  portion of such
                  Total  Payments  being  subject  to the  Excise  Tax;  and (y)
                  interest  on the  amount  set  forth  in  clause  (x) of  this
                  sentence at the rate provided in section  1274(b)(2)(B) of the
                  Code from the date of the  Employee's  receipt of such  excess
                  until the date of such payment.

                           (iii) By execution  and  delivery of this  Agreement,
                  the  provisions  of  Section  10.4 of the  Executive  Deferred
                  Compensation  Agreement are hereby superseded and such section
                  is hereby declared null and void.

         6. Mitigation. Employee shall not be required to mitigate the amount of
any  payment  or  benefit  provided  for in  this  Agreement  by  seeking  other
employment or otherwise and, except as otherwise  provided in Section  5(A)(iv),
no payment or benefit  provided  for in this  Agreement  shall be reduced by any
compensation  earned by Employee as the result of employment by another employer
after the termination of his/her employment with the Company.

         7.  Other  Definitions.  The  following  definitions  shall  apply  for
purposes of this Agreement:

                  A.       Good Reason.  "Good Reason" shall mean:

                           (i)  Any  breach  by  the  Company  of  any  material
                  provision  of this  Agreement  which has not been cured within
                  ten  (10)   days   after   written   notice   detailing   such
                  non-compliance is given by Employee to the Company;

                           (ii) Any demonstrable and material  diminution of the
                  base  compensation,  duties,  responsibilities,  authority  or
                  powers of Employee as they relate to any  positions or offices
                  held by Employee during the term of this  Agreement;  provided
                  that Employee  provides a reasonable  description  of any such
                  diminution(s)  and a statement  that Employee  finds,  in good
                  faith,  such diminution to be a material  diminution and that,
                  as  such,  he/she  elects  to  terminate  his/her   employment
                  hereunder for Good Reason.  Notwithstanding  the foregoing,  a
                  reduction  in the staff of the  Company  following a Change in
                  Control  which  results in the Employee  taking on  additional
                  responsibilities  shall not be  considered a diminution of the
                  duties, responsibilities,  authority or powers of Employee for
                  the purposes of this Agreement;


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<PAGE>

                           (iii) The failure of the Company to include  Employee
                  in any employee  benefit plan or incentive  compensation  plan
                  for  which  Employee  has  previously  participated  or  would
                  reasonably  expect to participate  in. Employee may reasonably
                  expect  to   participate   in  a  benefit  plan  or  incentive
                  compensation plan if, without  limitation,  other employees of
                  the Company with similar titles, levels of responsibilities or
                  salaries  participate  or  have  participated  in  such  plan.
                  Notwithstanding the foregoing, (a) to the extent not otherwise
                  determined  pursuant to the incentive  compensation  plan, the
                  Board of Directors shall have the sole discretion to determine
                  the amount of such bonus, or incentive  compensation,  if any,
                  and (b) the Company  may change the terms of any benefit  plan
                  so long as such changes occur pursuant to a program applicable
                  to all  employees  or  executives  of the  Company  and do not
                  result in a proportionately greater reduction in the rights of
                  or  benefits  to the  Employee  as  compared  with  any  other
                  employee or executive of the Company; or

                           (iv) Any  requirement  by the Company  that  Employee
                  relocate  his/her  primary  business  office to a geographical
                  area  greater  than  twenty  (20)  miles  from the  Company 's
                  principal executive offices as existing on January 1, 1999, or
                  if  Employee  is based in an office  other than the  Company's
                  principal  executive  offices,  twenty  (20)  miles  from  the
                  Company's  office  where  Employee  is based as of the date of
                  this Agreement.

                  B.       Cause.  "Cause" shall mean:

                           (i) The willful and continued  failure by Employee to
                  perform his/her day to day  responsibilities  substantially in
                  the same  manner as  performed  prior to the Change in Control
                  (other than any failure  resulting from Employee's  incapacity
                  due to physical or mental  illness),  which has not been cured
                  within ten (10) days  after  written  demand  for  substantial
                  performance  is delivered  by the Company to  Employee,  which
                  demand  specifically  identifies  the manner in which Employee
                  has   not   substantially   performed   his/her   day  to  day
                  responsibilities.  The  financial  condition  of  the  Company
                  (including any  subsidiary,  division or department  thereof),
                  and/or   Employee's   contribution   thereto,   shall  not  be
                  considered  for the purposes of determining  whether  Employee
                  has   willfully   failed  to  perform   his/her   day  to  day
                  responsibilities;

                           (ii) A willful  and  intentional  act or  omission by
                  Employee  which is,  in the  reasonable  determination  of the
                  Company,  materially  injurious to the Company,  monetarily or
                  otherwise.  For  purposes  of  subsection  (i)  above and this
                  subsection  (ii), no act or omission on Employee's  part shall
                  be considered  willful


                                       11
<PAGE>

                  and intentional unless done, or omitted to be done, by him/her
                  not in good  faith and  without  the  reasonable  belief  that
                  his/her  action(s) or omission(s) was in the best interests of
                  the Company; or

                           (iii) The  conviction  of  Employee  of,  or  his/her
                  admission or plea of nolo  contendere to, a crime involving an
                  act of moral turpitude,  which is a felony or which results or
                  is intended  to result,  directly  or  indirectly,  in gain or
                  personal  enrichment  of Employee,  relatives of Employee,  or
                  their affiliates at the expense of the Company;

         provided,  however,  that,  notwithstanding  anything  to the  contrary
         contained in this Section 7(B),  "Cause" shall not be deemed to include
         a refusal by  Employee  to execute any  certificate  or  document  that
         Employee in good faith  determines  contains any untrue  statement of a
         material fact.

                  C.  Disability.  "Disability"  shall  mean if,  as a result of
Employee's  incapacity  due to physical or mental  illness,  Employee shall have
been absent or  substantially  absent from his/her duties hereunder for a period
of six (6)  consecutive  months,  and within  thirty (30) days after a Notice of
Termination (as hereinafter  defined) is given,  which Notice of Termination may
be given before or after the end of such six month  period,  Employee  shall not
have  returned to the  performance  of his/her  duties  hereunder on a full-time
basis,  Employee's employment shall terminate upon the expiration of such thirty
(30) days (but in no event  earlier  than the 6 months).  Employee's  absence or
substantial  absence  from  his/her  duties  will be treated as  resulting  from
incapacity  due to physical or mental  illness if Employee is "totally  disabled
from his/her own  occupation."  Total  disability from Employee's own occupation
will exist where (i) because of sickness or injury,  Employee cannot perform the
important  duties of  his/her  occupation,  (ii)  Employee  is either  receiving
Doctor's  Care or has  furnished  written  proof  acceptable to the Company that
further  Doctor's Care would be of no benefit,  and (iii) Employee does not work
at all.  Doctor's Care means regular and personal care of a Doctor which,  under
prevailing  medical  standards,  is  appropriate  for the condition  causing the
disability.

                  E. Notice of Termination. "Notice of Termination" shall mean a
written  notice  which states that a Change in Control has occurred and that the
party providing the notice elects to terminate Employee's employment pursuant to
the terms of this  Agreement,  and which  Notice of  Termination  specifies  the
provision of Section 4 of this Agreement relied upon for the termination.

                  F. Date of Termination.  "Date of Termination"  shall mean the
effective date of the termination of Employee's employment,  which date shall be
thirty (30) days after the Notice of Termination  is given,  or as otherwise may
be agreed to by the parties.


                                       12
<PAGE>

         8. Successors; Binding Agreement.

                  A.  The  Company  shall  require  any  successors  or  assigns
(whether direct or indirect by purchase, merger,  consolidation or otherwise) to
all or substantially  all of the business and/or assets of the Company expressly
to assume and agree to perform this Agreement in the same manner and to the same
extent as if they were an original party hereto,  and this Agreement shall inure
to the benefit of any such successor or assign.

                  B.  This  Agreement  shall  inure  to  the  benefit  of and be
enforceable  by  Employee's  executors,   administrators,   successors,   heirs,
distributes, devisees and legatees.

         9. Other Agreements.  Except as expressly set forth herein,  nothing in
this  Agreement is intended to alter the  obligations  of the Company and/or the
Employee in connection with any other written  agreement between the Company and
the Employee.

         10. Miscellaneous.

         10.1 Written  notices  required by this Agreement shall be delivered to
the  Company or  Employee in person or sent by  overnight  courier or  certified
mail, with a return receipt requested,  to the Company's  registered address and
to Employee's last shown address on the Company's records, respectively.  Notice
sent by certified  mail shall be deemed to be delivered two days after  mailing,
and all other notices shall be deemed to be delivered when received.

         10.2 This Agreement contains the full and complete understanding of the
parties  regarding the subject matter  contained herein and supersedes all prior
representations, promises, agreements and warranties, whether oral or written.

         10.3 This Agreement shall be governed by and  interpreted  according to
the laws of the state of California.

         10.4  The  captions  of the  various  sections  of this  Agreement  are
inserted only for  convenience  and shall not be  considered in construing  this
Agreement.

         10.5 This Agreement can be modified, amended or any of its terms waived
only by a writing signed by both parties.

         10.6 If any provision of this Agreement shall be held invalid,  illegal
or unenforceable, the remaining provisions of the Agreement shall remain in full
force and effect and the invalid,  illegal or  unenforceable  provision shall be
limited or eliminated  only to the extent  necessary to



                                       13
<PAGE>


remove such invalidity,  illegality or  unenforceability  in accordance with the
applicable law at that time.

         10.7 If either party  institutes an action to enforce the terms of this
Agreement,  the  prevailing  party in such  action  shall be entitled to recover
reasonable attorneys' fee, costs and expenses.


                                       14
<PAGE>


         10.8 No remedy made  available to either party by any of the provisions
of this  Agreement  is intended to be exclusive  of any other  remedy.  Each and
every remedy shall be cumulative  and shall be in addition to every other remedy
given hereunder as well as those remedies existing at law, in equity, by statute
or otherwise.

         IN WITNESS  WHEREOF,  the parties have executed this document as of the
date specified above.

PLM INTERNATIONAL, INC.                     EMPLOYEE

By:      _____________________________      _________________________________
Its:     _____________________________      Douglas P. Goodrich

ATTEST:  _______________________            ATTEST:  _____________________