PLM INTERNATIONAL, INC.

                 DIRECTORS' 2000 NONQUALIFIED STOCK OPTION PLAN

         1.       Purpose

         The purpose of this Directors' 2000 Nonqualified Stock Option Plan (the
"Plan") is to motivate and reward those  directors  of PLM  International,  Inc.
(the  "Company")  who are not  employees  of the  Company  or of any  parent  or
subsidiary of the Company eligible for  participation in the PLM  International,
Inc. 1998 Management Stock  Compensation Plan, by granting each such director on
February 1, 2000,  an option to purchase  8,000 shares of the  Company's  common
stock, and thereafter, each February 1, beginning February 1, 2001, an option to
purchase 10,000 shares of the Company's common stock, all such grants subject to
paragraph  5  below.  This  Plan  is  intended  as an  addition  to and not as a
replacement of the Directors' 1995 Nonqualified Stock Option Plan.

         2.       Effective Date; Term of Plan; Prior Plan

                  (a) This Plan was adopted by the Company's  Board of Directors
(the "Board") on February 1, 2000,  effective as of February 1, 2000. No options
shall be granted after termination of the Plan, but termination shall not affect
rights and obligations under then-outstanding options.

                  (b) If  applicable,  the benefits under this Plan are intended
as an addition to, not as a replacement  of, the  Directors'  1995  Nonqualified
Stock  Option  Plan  which  plan and  options  remain in full  force and  effect
according to the terms therein.

         3.       Shares Subject to Plan

         Subject  to the other  provisions  of this  Plan,  the total  number of
shares with  respect to which  options  may be granted  under this Plan shall be
70,000 shares of the Company's common stock,  $.01 par value ("Common  Shares");
provided,  however,  that such number and kind of shares shall be  appropriately
adjusted in accordance with paragraph 11(b).  Shares delivered to an optionee by
the  Company  upon  exercise  of options may be  previously  unissued  shares or
repurchased  shares.  All shares issued upon the exercise of any option  granted
under  this  Plan,   whatever  their  source,   shall  be  counted  against  the
70,000-share limit,  provided,  however,  options which lapse or are surrendered
pursuant  to the terms of this Plan shall be  available  for  reissue  under the
Plan.

         4.       Administration

                  (a)      Board to Administer.  This Plan shall be administered
by the Board.


<PAGE>

                  (b) Voting.  A majority of the Board shall constitute a quorum
for the purposes of this Plan. Provided a quorum is present,  the Board may take
action by  consent  of a  majority  of its  disinterested  members  present at a
meeting.  Meetings may be held telephonically as long as all parties are able to
hear one another,  and a member of the Board shall be "present"  for purposes of
the  preceding  sentence  if  he or  she  is in  simultaneous  communication  by
telephone with the other members,  provided, again, that all parties are able to
hear one another.

                  (c) Tasks of Board in Administering Plan. Without limiting the
generality of the foregoing, and unless stated elsewhere in this Plan, the Board
shall  have full and final  authority,  in its  discretion,  but  subject to the
express  provisions  of this Plan,  to: (i)  authorize  any person to execute an
option  agreement with respect to an option;  (ii) interpret the Plan; and (iii)
make  all  other   determinations   deemed   necessary  or  advisable   for  the
administration of the Plan.

                  (d) Reports.  Unless otherwise decided by the Board, the Board
shall cause  written  summaries  of stock  option  grants  under this Plan to be
maintained  as  follows:  (i) all  grants  shall  be  summarized  into a  single
schedule;  (ii)  annually  within 60 days of the end of the calendar  year,  all
outstanding  exercised  options shall be summarized  in a single  schedule;  and
(iii) at any additional time,  within the Board's  discretion,  all stock option
grants and exercises shall be summarized.

                  (e)  Delegation.   The  Board  may  delegate  nondiscretionary
administrative  duties to such employees of the Company as it deems proper.  The
Board may also make whatever rules and regulations it deems useful to administer
the Plan. Any decision or action of the Board in connection with the Plan or any
options  granted,  or  shares  purchased,  under  the  Plan,  shall be final and
binding.

         5.       Eligibility

                  (a) Only Outside Directors May Receive Options.  Stock options
shall be granted  under  this Plan only to persons  who at the time of grant are
directors  of the Company but not  employees  of the Company or of any parent or
subsidiary of the Company.

                  (b)   All   Such   Directors   to   Receive   Options   on   a
Non-discretionary  Basis.  Each  director of the  Company who is eligible  under
paragraph 5(a) above shall be granted on February 1, 2000, an option to purchase
8,000 Common Shares.  Thereafter,  each February 1, beginning  February 1, 2001,
each director of the Company who is eligible under paragraph 5(a) above shall be
granted an option to purchase  10,000  Common  Shares.  If on the grant date the
number of shares  available for grant under this Plan is insufficient to provide
each eligible  director an option to purchase  10,000  shares,  options shall be
granted pro rata to each  eligible  director to the extent  shares are available
under the Plan.

         6.       Grant of Options and Limitations

                  (a) General Rules.  As soon as practical after the date of the
grant of each option,  the  optionee and the Company  shall enter into a written
agreement (the "Option Agreement") that shall specify the date of the grant, the
number of shares are  covered by the  option,  the option  price,  and the other
terms and conditions of the option grant.

                  (b) Not Incentive  Stock Options.  All of the options  granted
under this Plan shall be  nonqualified  options not qualifying for the benefits,
and not subject to the  requirements,  of incentive stock options under Sections
422A, 421(a), and 425 of the Internal Revenue Code of 1986.

         7.       Terms and Conditions of Option.

                  Options  granted  under  this  Plan  shall be  subject  to the
following  terms  and  conditions,  and  to  any  other  terms  and  conditions,
consistent with this Plan, that the Board imposes when the option is granted:

                  (a) Time of Exercise. Options shall be exercisable as follows:

         If the optionee continues
         to be a director of the
         Company or of a parent or
         subsidiary of the Company                   With respect to each
         on such date, the option                    grant of shares as
         shall become exercisable on                 shown below

         first anniversary of grant date             1/3 of shares granted

         second anniversary of grant date            1/3 of shares granted

         third anniversary of grant date             1/3 of shares granted

                  (b)  Price.  The  price  to be paid by the  option-holder  for
shares  issued  pursuant to the exercise of any option  granted  under this Plan
(the  "Exercise  Price")  shall be the closing  price of the Common Stock on the
American  Stock  Exchange or other  national stock exchange as of the date as of
which the  option is  granted,  which  price  shall be  specified  in the Option
Agreement.

                  (c) Option Term. The term of any option granted under the Plan
shall be from the date of grant through a date no later than January 31, 2010.

                  (d) Method of  Exercise.  Pursuant  to the terms of any Option
Agreement,  options may be exercised, in whole or in part, from time to time, by
written  notice from the  optionee  to the Company  stating the number of shares
being purchased and accompanied by payment in full of the exercise price for the
shares.  Payment  may be in cash,  by check,  or by  delivery  to the Company of
Common Shares  previously  owned by the optionee  (duly endorsed in favor of the
Company or accompanied  by a duly endorsed stock power),  or by a combination of
the above. (Any Common Share used by the optionee to exercise an option shall be
valued  at  fair  market  value  as of the  date  of  exercise  of the  option.)
Notwithstanding  anything in this Plan to the contrary, in the event an optionee
seeks to exercise  options  under the Plan,  the Company and  optionee may agree
that the Company  shall pay to the option  holder an amount of cash equal to the
number of Common Shares as to which exercise was sought multiplied by the excess
of (i) the market  price of Common  Shares at close of business on the day prior
to the date of such exercise over (ii) the Exercise Price, whereupon such option
shall cease to be  exercisable  as to all Common Shares as to which exercise was
sought.  This provision shall be set forth in any Option Agreement  entered into
between the Company and the optionee.

                  (e)  Nontransferability  of Options.  An option  granted under
this Plan shall not be transferable other than by will or by the laws of descent
and  distribution,  and an option may be  exercised,  during the lifetime of the
holder of the  option,  only by such  holder.  More  particularly,  but  without
limiting  the  generality  of the  foregoing,  an  option  may not be  assigned,
transferred  (except  as  provided  in  the  preceding  sentence),  pledged,  or
hypothecated in any way (whether by operation of law or otherwise), and will not
be  subject  to  execution,   attachment  or  similar  process.   Any  attempted
assignment,  transfer, pledge, hypothecation, or other disposition of any option
contrary  to the  provisions  of this Plan,  and any levy of any  attachment  or
similar  process upon an option,  will be null and void,  and otherwise  without
effect,  and the Board may, in its sole  discretion,  upon the  happening of any
such event, terminate such option forthwith.

                  (f) Optionee Not a  Shareholder  Until  Exercise.  An optionee
shall not have any of the  rights of a  shareholder  with  respect to the shares
covered by his or her option  shall have been  exercised  and such shares  shall
have been issued to him or her (as  evidenced  by the  appropriate  entry on the
books of a duly  authorized  transfer  agent  of the  Company)  pursuant  to the
exercise of the option.

                  (g) Exercise  After  Ceasing to be a Director.  If an optionee
ceases  to be  director  of the  Company,  or of a parent or  subsidiary  of the
Company,  for any reason  other than death,  options held by the optionee at the
date of such  ceasing to be a director  may,  but only if they were  exercisable
immediately before such ceasing to be a director,  be exercised,  in whole or in
part,  within six months (12 months if the  optionee  ceases to be a director of
the Company or of any parent or subsidiary of the Company due to the  optionee's
permanent and total disability) after the date of such ceasing to be a director;
provided,  however,  that  in no case  may an  option  be  exercised  after  its
Expiration  Date,  if  that  occurs  first.  An  optionee  shall  be  considered
permanently  and  totally  disabled  if he or she is  unable  to  engage  in any
substantial gainful activity by reason of any medically determinable physical or
mental  impairment  that can be expect to result in death, or that has lasted or
can be expected to last for a continuous period of not less than 12 months,  but
in either case only as evidenced by the optionee's  receipt of disability  under
Social Security.

                  (h) Exercise Upon Death.  If an optionee dies while a director
of the Company or of a parent or subsidiary of the Company, or within the period
that the  option  remains  exercisable  after  ceasing to be a  director,  those
options held by the optionee at the date of his or her death that, at such date,
were immediately exercisable by him or her, may be exercised in whole or in part
by the optionee's personal representative or by the person to whom the option is
transferred by will or the laws of descent or distribution, at any time prior to
their  Expiration  Date or, if  earlier,  within one year after the death of the
optionee.

                  (i)  Termination.  Any  options  that cease to be  exercisable
under  paragraphs  (g) or (h) of this paragraph 7 will terminate as of that date
that the options are no longer exercisable.

         8.       Compliance with Securities Laws

         The  Company  shall not be  obligated  to offer or sell any shares upon
exercise of an option unless the shares are at that time effectively  registered
or exempt from registration  under the federal securities laws and the offer and
sale of the shares are otherwise in compliance  with all  applicable  securities
laws, including, without limitation, the Securities Act of 1933, as amended, the
Securities  Exchange  Act of  1934,  as  amended,  and  the  General  Rules  and
Regulations  promulgated  thereunder.  The  offer  or  sale of any  shares  upon
exercise of an option  shall  further be subject to  approval  by the  Company's
counsel with respect to such compliance. The Company shall have no obligation to
register under the federal  securities laws any shares acquired upon exercise of
any option  granted  under this Plan,  or to take any other steps  necessary  to
enable  shares to be offered and sold under  federal or other  securities  laws.
Prior to the  transfer by the Company of any shares upon the  exercise of all or
any portion of an option, an optionee may be required to furnish representations
or undertakings  deemed  appropriate by the Company to enable the offer and sale
of the option shares, or subsequent  transfers of any interest in the shares, to
comply with applicable  securities laws. Stock  certificates  evidencing  shares
acquired  under this Plan or upon  exercise of options  granted  under this Plan
shall bear any legend  required by, or useful for  compliance  with,  applicable
securities laws, this Plan, or the Option Agreement.

         9.       Restrictions on Shares

                  (a)  Financial  Covenants.  The Company may be precluded  from
paying  dividends  on shares  issued with  respect to the exercise of any option
granted under this Plan by the terms of financial covenants with any person that
has purchased  preferred  equity or debt  securities of, or loaned money to, the
Company or any parent or subsidiary of the Company.

                  (b)  Legending  Share  Certificates.  In order to enforce  the
restrictions  imposed  upon  shares  hereunder,  the Board may cause a legend or
legends to be placed on any  certificates  representing  shares  issued upon the
exercise of any reference to the restriction  against sale of the shares for any
period of time as may be required by an  applicable  law or  regulation.  If any
restriction with respect to which a legend was placed on any certificate  ceases
to apply to shares  represented  by such  certificate,  the owner of the  shares
represented by such certificate may require the Company to cause the issuance of
a new certificate not bearing the legend.

                  (c)  Additional  Restrictions.  Additionally,  the  Board  may
impose  restrictions  under the  Securities  Act of 1933, as amended,  under the
requirements  of any stock  exchange upon which the shares or shares of the same
class  are  then  listed,  and  under  any blue  sky or  other  securities  laws
applicable to such shares.

         10.      Use of Proceeds

         Proceeds  realized  pursuant to the exercise of options  granted  under
this Plan shall constitute general funds of the Company.

         11.      Changes in Capital Structure

                  (a) No Impediment to Corporate Transactions.  The existence of
outstanding  shares subject to options  granted under this Plan shall not affect
the Company's right to effect adjustments,  recapitalizations,  reorganizations,
or  other  changes  in its or  any  other  corporation's  capital  structure  or
business,  any  merger or  consolidation,  any  issuance  of bonds,  debentures,
preferred or prior  preference  stock ahead of or affecting  Common Shares,  the
dissolution or liquidation of the Company's or any other corporation's assets or
business,  or any other corporate act,  whether similar to the events  described
above or otherwise.

                  (b)  Adjustments.  If the outstanding  shares of Common Shares
are  increased or  decreased in number,  or changed  into,  or exchanged  for, a
different  number or kind of securities of the Company or any other  corporation
by reason of a recapitalization,  reclassification,  stock split, combination of
shares,  stock dividend or other event,  the number and kind of securities  that
may be granted  under this Plan or with respect to which  options may be granted
under this  Plan,  the number  and kind of  securities  as to which  outstanding
options may be exercised,  and/or the option price at which outstanding  options
may be exercised, will be adjusted by the Board.

         12.      Definition of Parent and Subsidiary

         For the purposes of this Plan, a  corporation  shall be a parent of the
Company  only if (i) it is an  unbroken  chain or  corporations  ending with the
Company,  and  (ii)  at  the  time  of  granting  of  the  option,  each  of the
corporations in the chain other than the last  corporation owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

         13.      No Representations

         Neither the Company nor the Board shall make any representations to any
optionee or grantee concerning the specific legal or tax effects surrounding the
grant or exercise of options to such grantee or  optionee,  it being a condition
of each  optionee's  right to  exercise  any option that said  optionee  shall e
subject to all applicable federal and state laws and regulations.

         14.      Limitation on Right of Action

         Any and all  rights of  action by the  Company  or any  shareholder  or
shareholders of the Company against any past,  present, or future members of the
Board, or against any past or present employee,  arising out of or in connection
with the Plan or any act or omission related  thereto,  shall be limited to acts
or omissions only that are the result of gross negligence or willful misconduct.
Any such right of action shall  terminate and forever be barred unless action is
brought  within one year of the time of the  occurrence  of the act or  omission
upon which liability is claimed.