AMENDMENT NO. 1
                          TO THIRD AMENDED AND RESTATED

                          WAREHOUSING CREDIT AGREEMENT

                              (TEC AcquiSub, Inc.)

THIS AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED  WAREHOUSING CREDIT AGREEMENT
dated as of December  10, 1999 (the  "Amendment"),  is entered into by and among
TEC ACQUISUB, INC., a California special purpose corporation  ("Borrower"),  the
banks,  financial institutions and institutional lenders from time to time party
hereto and defined as Lenders  herein and FIRST UNION  NATIONAL BANK as agent on
behalf  of  Lenders  (not in its  individual  capacity,  but  solely  as  agent,
"Agent").  Capitalized terms used herein without  definition shall have the same
meanings herein as given to them in the Credit Agreement.

                                    RECITALS

         A.  Borrower,  Lenders and Agent  entered  into that Third  Amended and
Restated Warehousing Credit Agreement dated as of December 15, 1998 (the "Credit
Agreement"),  pursuant to which Lenders have agreed to extend and make available
to Borrower certain advances of money.

         B.  Borrower  desires  to amend the  Credit  Agreement  to  extend  the
Commitment Termination Date to June 30, 2000.

         C. Subject to the  representations  and warranties of Borrower and upon
the terms and  conditions  set forth in this  Amendment,  Lenders  and Agent are
willing to so amend the Credit Agreement.

                                    AGREEMENT

         NOW,  THEREFORE,   in  consideration  of  the  foregoing  Recitals  and
intending to be legally bound, the parties hereto agree as follows:

         SECTION 1.  AMENDMENT TO CREDIT AGREEMENT.

                            1.1  BORROWING  BASE.  The  definition of "Borrowing
Base" set  forth in  Section  1.1 of the  Credit  Agreement  is  deleted  in its
entirety and is replaced with the following:

                           "Borrowing  Base"  means,  as at and for any  date of
         determination,  an  amount  not to  exceed  an  amount  equal to eighty
         percent  (80.0%)  of  the  aggregate  Invoice  Price  of  all  Eligible
         Inventory then owned of record by Borrower or any Marine  Subsidiary or
         of record by an Owner Trustee for the  beneficial  interest of Borrower
         or any  Marine  Subsidiary  (provided,  however,  that  there  shall be
         excluded from this clause (a) the aggregate  Invoice Price of all items
         of Eligible  Inventory  subject to a Lease  under which any  applicable
         lease or rental  payment  is more  than  ninety  (90)  days past  due),
         computed (1) with respect to any  requested  Loan,  as of the requested
         Funding Date (and shall include the item(s) of Eligible Inventory to be
         acquired with the proceeds of the requested Loan), and (2) with respect
         to the  delivery  of  any  monthly  Borrowing  Base  Certificate  to be
         furnished pursuant to Section 5.1.3, as of the last day of the calendar
         month for which such Borrowing Base Certificate is furnished  (provided
         that if any portion of  Borrower's,  such Marine  Subsidiary's  or such
         Owner  Trustee's  ownership  interest  in any  such  item  of  Eligible
         Inventory  is sold or assigned to one or more of the  Equipment  Growth
         Funds such that Borrower,  such Marine Subsidiary or such Owner Trustee
         continues to retain less than the entire record or beneficial ownership
         interest therein,  then for the purpose of computing the Borrowing Base
         under this  clause  (a),  the  Invoice  Price of such item of  Eligible
         Inventory  shall be deemed  to be equal to  Borrower's  or such  Marine
         Subsidiary's  ratable  portion  of the  Invoice  Price of such  item of
         Eligible  Inventory),  computed (x) with respect to any requested Loan,
         as of the  requested  Funding  Date (and shall  include  the  aggregate
         Invoice Price of all item(s) of Eligible  Inventory to be acquired with
         the  proceeds  of the  requested  Loan),  and (y) with  respect  to the
         delivery of any monthly  Borrowing  Base  Certificate  to be  furnished
         pursuant to Section 5.1.3, as of the last day of the calendar month for
         which such Borrowing Base Certificate is furnished (provided,  that for
         the  purpose  of  computing  the  Borrowing  Base,  in the  event  that
         Borrower,  any Marine  Subsidiary  or any Owner  Trustee shall own less
         than one hundred percent (100.0%) of the record or beneficial interests
         in any  item of  Equipment,  with  one or more of the  other  Equipment
         Growth Funds owning of record or beneficially the remaining  interests,
         there shall be included only  Borrower's,  such Marine  Subsidiary's or
         such Owner Trustee's, as the case may be, ratable interest in such item
         of Equipment).

                            1.2 COMMITMENT  TERMINATION  DATE. The definition of
"Commitment  Termination  Date" set forth in Section 1.1 of the Credit Agreement
is deleted in its entirety and is replaced with the following:

                  "COMMITMENT TERMINATION DATE" means June 30, 2000.

                            1.3 REVOLVING FACILITY.  Section 2.1.1 of the Credit
Agreement  is  amended by  inserting  at the end of the first  sentence  of such
section  after the words "as more  fully set forth in this  Section  2.1.1"  the
words "and Section 2.1.3."

                            1.4  UTILIZATION  OF  LOANS.  Section  2.1.3  of the
Credit  Agreement is amended by  inserting  at the end of the first  sentence of
such  section  after the "to be  purchased  with the  proceeds of such Loan" the
following provisons:

         and provided further that in no event shall the proceeds of any Loan be
         used to acquire Trailers if and to the extent, together with all others
         Loans then  outstanding,  the total  amounts of the total Loan proceeds
         used to acquire Trailers exceeds $12,000,000.

         SECTION  2.  PERFECTION  OF LIENS IN  COLLATERAL  COMPRISING  TRAILERS.
Pursuant to Section 5(a) of the Security Agreement and Section 5.8 of the Credit
Agreement, Agent, on behalf of Lenders and itself, hereby notifies Borrower that
commencing with the effective date of this Amendment it will require Borrower to
take all necessary and desirable  actions,  including  such actions as Agent may
reasonably further direct, to perfect Agent's Lien in all Collateral  comprising
Trailers hereafter purchased or acquired by Borrower or any Owner Trustee, which
Lien is to be perfected  immediately  upon or  concurrent  with Borrower or such
Owner  Trustee  obtaining  rights in such  Collateral,  and shall  include  such
actions as are required under any vehicle  registration  statutes  applicable to
such  Collateral.  Borrower  acknowledges and agrees that Borrower's or any such
Owner Trustee's  failure to perform,  keep or observe its obligations under this
Section  2 shall  be an Event  of  Default  under  Section  8.1.5 of the  Credit
Agreement.

          SECTION 3. LIMITATIONS ON AMENDMENTS.

                            (a) The  amendments  set forth in  Sections 1 and 2,
above,  are  effective  for the  purposes  set forth herein and shall be limited
precisely  as  written  and  shall  not be  deemed  to (i) be a  consent  to any
amendment,  waiver or  modification  of any other term or  condition of any Loan
Document or (ii) otherwise  prejudice any right or remedy which Lenders or Agent
may now have or may have in the  future  under  or in  connection  with any Loan
Document.

                            (b) This Amendment  shall be construed in connection
with  and  as  part  of  the  Loan   Documents   and  all   terms,   conditions,
representations,  warranties,  covenants  and  agreements  set forth in the Loan
Documents, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.

          SECTION 4. REPRESENTATIONS AND WARRANTIES.  In order to induce Lenders
and Agent to enter into this Amendment, Borrower represents and warrants to each
Lender and Agent as follows:

                            (a)   Immediately   after  giving   effect  to  this
Amendment (i) the representations and warranties contained in the Loan Documents
(other than those which  expressly  speak as of a different  date which shall be
true as of such different date) are true,  accurate and complete in all material
respects  as of the date  hereof and (ii) no Event of  Default,  or event  which
constitutes a Potential Event of Default, has occurred and is continuing;

                            (b) Borrower has the  corporate  power and authority
to execute and deliver this Amendment and to perform its  Obligations  under the
Credit  Agreement,  as  amended  by this  Amendment,  and each of the other Loan
Documents to which it is a party;

                            (c)   The   Amended   and   Restated   Articles   of
Incorporation and the Amended and Restated Bylaws of Borrower  delivered to each
Lender in  connection  with the  closing  of the  Second  Amended  and  Restated
Warehousing Credit Agreement dated as of December 2, 1997 are true, accurate and
complete  and  have not  been  amended,  supplemented  or  restated  and are and
continue to be in full force and effect;

                            (d) The  execution  and delivery by Borrower of this
Amendment and the  performance by Borrower of its  Obligations  under the Credit
Agreement, as amended by this Amendment, and each of the other Loan Documents to
which it is a party have been duly authorized by all necessary  corporate action
on the part of Borrower;

                            (e) The  execution  and delivery by Borrower of this
Amendment and the  performance by Borrower of its  Obligations  under the Credit
Agreement, as amended by this Amendment, and each of the other Loan Documents to
which it is a party do not and will  not  contravene  (i) any law or  regulation
binding on or affecting Borrower, (ii) the certificate of incorporation, bylaws,
or other  organizational  documents  of Borrower,  (iii) any order,  judgment or
decree  of any  court or other  governmental  or public  body or  authority,  or
subdivision  thereof,  binding on Borrower or (iv) any  contractual  restriction
binding on or affecting Borrower;

                            (f) The  execution  and delivery by Borrower of this
Amendment and the  performance by Borrower of its  Obligations  under the Credit
Agreement, as amended by this Amendment, and each of the other Loan Documents to
which  it is a party do not  require  any  order,  consent,  approval,  license,
authorization  or validation of, or filing,  recording or registration  with, or
exemption  by any  governmental  or public  body or  authority,  or  subdivision
thereof, binding on Borrower, except as already has been obtained or made; and

                            (g)  This  Amendment  has  been  duly  executed  and
delivered by Borrower  and is the binding  Obligation  of Borrower,  enforceable
against it in accordance with its terms,  except as such  enforceability  may be
limited by bankruptcy, insolvency,  reorganization,  liquidation,  moratorium or
other similar laws of general  application and equitable  principles relating to
or affecting creditors' rights.

          SECTION 5.  REAFFIRMATION.  Borrower hereby reaffirms its Obligations
under each Loan Document to which it is a party.

          SECTION 6.  EFFECTIVENESS.  This Amendment shall become effective upon
the last to occur of :

                            (a) The  execution  and delivery of this  Amendment,
whether the same or different copies, by Borrower and each Lender to Agent;

                            (b) The  execution  and delivery by PLMI to Agent of
the  Acknowledgment  of Amendment and Reaffirmation of Guaranty attached to this
Amendment; and

                            (c) The  receipt  by Agent of a  certificate  of the
secretary of Borrower, with incumbency signatures,  attaching copies,  certified
to be true and correct,  of (i) the current articles of incorporation and bylaws
of Borrower (which certificate may instead refer to and incorporate by reference
to such  documents as previously  delivered to Agent under an  identified  prior
certificate   of  the   secretary  of  Borrower)   and   certifying   that  such
organizational  documents have not been further amended and remain in full force
and effect, and (ii) resolutions of the board of directors of Borrower approving
this Amendment.

          SECTION 7.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY AND
SHALL BE  CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
CALIFORNIA.

          SECTION  8.  CLAIMS,  COUNTERCLAIMS,   DEFENSES,  RIGHTS  OF  SET-OFF.
BORROWER HEREBY  REPRESENTS AND WARRANTS TO AGENT AND EACH LENDER THAT IT HAS NO
KNOWLEDGE  OF ANY FACTS THAT  WOULD  SUPPORT A CLAIM,  COUNTERCLAIM,  DEFENSE OR
RIGHT OF SET-OFF.

          SECTION 9. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, and by different parties hereto in separate counterparts, with the
same effect as if the  signatures  to each such  counterpart  were upon a single
instrument. All counterparts shall be deemed an original of this Amendment.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first written above.

BORROWER                             TEQ ACQUISUB, INC.


                                     By:     /s/Richard K Brock
                                     Title:  Acting CFO, Vice President and

                                             Corporate Controller

LENDERS                              FIRST UNION NATIONAL BANK

                                     By:     /s/Bill A. Shirley
                                     Title:  Senior Vice President

AGENT                                FIRST UNION NATIONAL BANK , as Agent

                                     By:     /s/Bill A. Shirley
                                     Title:  Senior Vice President