PURCHASE AGREEMENT
                               ------------------
     This  Purchase  Agreement (this "Agreement") is entered into as of February
24,  2003  between  Residual Based Finance Corporation, an Illinois corporation,
Three  First  National Plaza, Suite 777, Chicago, Illinois 60602 ("Seller"), and
PLM  Transportation  Equipment  Corporation,  a  California corporation with its
principal  place  of  business at One North LaSalle Street, Suite 2700, Chicago,
Illinois  60602  ("Purchaser").
                                   BACKGROUND
                                   ----------
     A.  Seller  is  a  party to a certain Equipment Lease Agreement dated as of
March  31,  1975,  as  amended  by  the  Amendment as hereinafter defined (as so
amended,  referred to herein as the "Lease") originally between Steiner Sea, Air
&  Rail Co., a Utah corporation, as lessor (the "Original Lessor"), and Celanese
Corporation,  a  Delaware  corporation,  as  lessee  (the  "Original  Lessee"),
providing for the lease of the railroad cars described on Exhibit A hereto (each
                                                          ---------
a  "Unit of Equipment" and collectively, the "Equipment") and certain additional
railcars  which  have  been  subject  to  an  "Event of Loss" (as defined in the
Lease).  The  Lease  has  been  amended  pursuant to that certain Amendment (the
"Amendment")  dated  as  of  June  30, 1995 originally between Cypress Equipment
Fund,  Ltd.,  a  Florida limited partnership ("Cypress") and Hoechst Celanese, a
Delaware  corporation  ("Hoechst"),  and  successor  by  merger  to the Original
Lessee.
B.  Seller  purchased  the  Equipment from Cypress and received an assignment of
the  rights  of  Cypress  as  lessor  under  the  Lease pursuant to that certain
Purchase Agreement  (the "Prior Purchase Agreement") and that certain Assignment
of  Lease (the "Prior Assignment"), each dated as of August 31, 1995 and between
Cypress  and  Seller.
C.  Hoechst  assigned  its  rights  and obligations as lessee under the Lease to
Celtran,  Inc.,  a  Delaware  corporation  ("Lessee"),  pursuant to that certain
Assignment  and Assumption Agreement dated as of August 18, 1995, between Lessee
and  Hoechst  (the "Lessee Assignment"), and consented to by Cypress pursuant to
that  certain  consent  dated  August  31,  1995  (the  "Consent").
D.  To  induce  Cypress  to  enter  into  the Consent, Hoechst entered into that
certain  Guaranty, dated as of August 18, 1995, as to Lessee's obligations under
the  Lease  (the  "Guaranty").
E.     Fleet  National  Bank ("Fleet"), as successor by merger to Sanwa Business
Credit  Corporation,  and  Seller  are parties to that certain Chattel Mortgage,
Assignment  and  Security  Agreement  (the "Chattel Mortgage"), and that certain
Memorandum  of  Chattel  Mortgage,  Assignment  and  Security  Agreement  (the
"Memorandum")  each  dated  as  of  August 31, 1995, and in connection therewith
Seller  executed and delivered to Sanwa Business Credit Corporation that certain
Non-Recourse  Note  dated  August  31,  1995 in the original principal amount of
$2,128,996  (the  "Note").

     E.  Seller  desires to sell to Purchaser, and Purchaser desires to purchase
from  Seller,  all  rights  of  the  lessor  in,  to and under the Lease and the
Equipment,  at  the price and on the terms and conditions hereinafter set forth,
subject  to  all obligations of the Seller in connection therewith and under the
Chattel  Mortgage,  the  Memorandum  and  the Note (collectively, the "Financing
Documents").
NOW,  THEREFORE,  in  consideration  of  the  premises  and the following mutual
agreements  the  parties  hereto  hereby  agree  as  follows:
     1.     PURCHASE  AND  SALE  OF  EQUIPMENT  AND  LEASE.
            ----------------------------------------------
     1.01     Transfer  of  Equipment  and  Lease.  Subject  to  the  terms  and
              -----------------------------------
conditions  hereof,  on  the  Closing Date (as hereinafter defined) Seller shall
sell  and  assign  to  Purchaser,  and Purchaser shall purchase from Seller, all
right, title and interest in and to the Equipment and all rights and remedies of
the  Seller  under  the  Lease,  the  Guaranty  and  the  Lessee  Assignment
(collectively,  the  "Assigned  Documents"),  and  Purchaser  shall  assume  all
obligations  of  the  Seller  under  the  Financing  Documents  pursuant  to the
Financing  Assignment  (as  hereinafter  defined).
1.02     Purchase  Price.  The  purchase  price  (the  "Purchase Price") for the
         ---------------
Equipment  and  Seller's  interest  in  the Assigned Documents is $1,205,961.50,
including  $181,200  paid  in  cash  and  $1,024,761.51  representing the unpaid
principal,  plus  in  each  case interest, payable on the Note as of the Closing
Date.  Subject  to satisfaction of the conditions precedent set forth in Section
                                                                         -------
1.03  hereof  on  the  Closing  Date,  payment of $181,200 representing the cash
----
portion  of  the  Purchase  Price  shall  be made by Purchaser to Seller by wire
transfer  to  Seller  of  immediately  available funds on February 24, 2003 (the
"Closing  Date")  as  follows:

Bank:               Fifth  Third  Bank
Location:           Cincinnati,  Ohio
Account  name:      Residual  Based  Finance  Corporation
Account  number:    7512941001
ABA  number:        042000314

     1.03  Closing Conditions.   Purchaser's obligations on the Closing Date are
           ------------------
subject  to  the  condition precedent that Purchaser shall have received each of
the  following:
(i)     a bill of sale conveying title to the Equipment to Purchaser in the form
annexed  hereto  as  Exhibit  B  ("Bill  of  Sale");
                     ----------
(ii)     an  assignment of lease conveying Seller's interest as Lessor under the
Lease to Purchaser and its rights under the other Assigned Documents in the form
annexed  hereto  as  Exhibit  C  ("Assignment  of  Lease");  and
                     ----------
(iii)     an  opinion  of  Messrs.  Alvord  & Alvord as to the Equipment and the
Lease, and liens thereon, dated the Closing Date and showing the Lease of record
and no other effective filings on the Equipment or the Lease with the Interstate
Commerce  Commission  ("ICC") (except for the Financing Documents) and otherwise
satisfactory  to  Purchaser.
     Seller's  obligations  on  the  Closing  Date  are subject to the condition
precedent  that  Seller  shall  have  received  each  of  the  following:
(i)     the  Assignment  of  Lease  duly  executed  by  Purchaser;  and
(ii)     an  agreement  assuming  Seller's  obligations  under  the  Financing
Documents  pursuant  to an Assignment of Financing Documents in the form annexed
hereto  as  Exhibit  D  (the  "Financing  Assignment").
            ----------
     1.04  Events  of Loss; Rent.  If any Unit of Equipment suffers an "Event of
           ---------------------
Loss",  as  defined  in  the Lease, after the date hereof and before the Closing
Date,  Seller  shall  nonetheless sell such Unit of Equipment hereunder, and any
Stipulated  Loss  Value  (as  defined in the Lease) payable under the Lease with
respect  thereto  shall  be  paid to Purchaser.  Purchaser shall, subject to the
rights  of  Fleet, receive the rent payable under the Lease after March 1, 2003.
     2.     REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  Seller represents and
            --------------------------------------------
warrants  to  Purchaser  that:
     2.01     Concerning the Lease.   Seller has made no prior assignment of its
              --------------------
rights under the Lease (except under the Financing Documents), and such interest
is  owned and held by Seller free from any liens, claims, encumbrances, security
interests,  set-offs,  counterclaims and other defenses (collectively, "Liens"),
except  for  the Liens evidenced by the Financing Documents, the Lease and Liens
permitted by the Lease or which Lessee is obligated to discharge under the Lease
(collectively,  "Permitted  Encumbrances").  Seller  has not breached any of the
provisions  of  the  Lease applicable to Seller.  Seller has delivered to Seller
true  correct  and  complete  copies  of  the  Lease and all amendments thereto,
together  with  all  currently  effective  waivers and consents relating thereto
No  approval or consent of any governmental body or authority or any other party
is  necessary  for  the  execution,  delivery  and performance by Seller of this
Agreement,  the Bill of Sale or the Assignment of Lease.  Seller is not aware of
any existing Event of Default under the Lease, or an event that with the passage
of  time,  the  giving  of  notice,  or  both, would become an Event of Default.
Seller  isn't  insolvent.  No  amounts due after the date hereof under the Lease
have  been  prepaid, except for rent due on or about March 1, 2003.  To Seller's
knowledge  all property, sales and other taxes due with respect to the Equipment
have  been  paid,  except  for taxes not yet due or which are being contested by
action  taken  in  good  faith.
2.02     Equipment and Title.  Seller has no knowledge of any Event of Loss with
         -------------------
respect  to the Equipment or of any condition or event which, upon the giving of
notice or the lapse of time, or both, would constitute an Event of Loss.  Seller
owns,  and  by  the  Bill  of Sale and the Assignment of Lease shall transfer to
Purchaser,  good  and marketable title to the Equipment and all of the rights of
the  lessor  under  the  Lease  and all of the other Assigned Documents free and
clear  of  all  Liens  other  than  Permitted  Encumbrances.
2.03     Notices.  Seller  has  not  received  any  notice from any governmental
         -------
authority  that  any  investigation  has  been  commenced  or  is  contemplated
respecting  any  failure  of the Equipment or the Lease to comply with any laws,
rules,  regulations  or  orders.
2.04     Documents  Furnished.  Seller  has  delivered  to  Purchaser  true  and
         --------------------
correct  copies  of  the  Lease, the Amendment and the other Assigned Documents.
Seller  is  not  a party to, and does not have any obligations in respect of any
option or residual sharing agreement, residual guarantee or insurance agreement,
remarketing  agreement or deferred fee agreement, whether denominated as such an
agreement  or  not,  with  respect  to  any  of  the  Equipment.
2.05     Organization  and  Existence.  Seller is a corporation duly and validly
         ----------------------------
organized  and  existing  under  the  laws  of  the  State  of  Illinois.
2.06     Power and Authority.  Seller has the power and authority to execute and
         -------------------
deliver  or  accept,  as  the case may be, this Agreement, the Bill of Sale, the
Assignment  of  Lease,  the  Financing  Assignment  and  the  other  documents,
instruments  and  agreements  to  be  executed  by it pursuant to this Agreement
(collectively,  the  "Transaction  Documents")  and  to  perform its obligations
hereunder  and  thereunder.
2.07     Authorizations.  The  execution and delivery or acceptance, as the case
         --------------
may  be, of this Agreement and the other Transaction Documents executed or to be
executed  by  Seller and the performance by Seller, when due, of its obligations
hereunder  and  thereunder, have been duly authorized by all necessary action of
Seller and do not and will not violate or conflict with, or, with or without the
giving  of  notice,  the passage of time or both, constitute a default under, or
result  in  any  Lien  on  the  Equipment  or  the Lease under, any provision of
Seller's  instruments of organization, any law, order, writ, injunction, decree,
rule or regulation of any court, administrative agency or any other governmental
authority, or any agreement or other document or instrument to which Seller is a
party or by which Seller is, or may be, bound, except in each case for Permitted
Encumbrances.
     2.08     Enforceability.  This  Agreement  and  the  other  Transaction
              --------------
Documents  executed  or to be executed by Seller constitute the legal, valid and
binding  obligations  of  Seller,  enforceable against Seller in accordance with
their  respective  terms,  except  for  the condition that enforceability of the
Transaction  Documents  may be (i) limited by applicable bankruptcy, insolvency,
reorganization,  moratorium  or  similar laws and decisions affecting creditors'
rights generally and (ii) subject to general principles of equity (regardless of
whether  such enforceability is considered in a proceeding in equity or at law).
     2.09     Litigation.  There  is  no litigation, proceeding or investigation
              ----------
pending  or, to the knowledge of Seller, threatened, against or involving Seller
or  its  assets  or properties that, either individually or in the aggregate, if
adversely determined, would prohibit or materially frustrate the consummation by
Seller  of  the  transactions  contemplated  in the Transaction Documents or the
Lease.  There  are  no  outstanding judgments, decrees or orders of any court or
any  governmental  authority  against  Seller  or  affecting Seller's ability to
transfer  the  Lease  or  the  Equipment  to  Purchaser.
2.10     Brokers.  No  person  or  entity  acting  on  behalf  of  Seller or any
         -------
affiliate  thereof  is  or  will  be  entitled to any brokerage fee, commission,
finder's  fee  or  financial advisory fee, directly or indirectly, in connection
with  the  transactions  contemplated  in  the  Transaction  Documents.
2.11     CONDITION  OF  EQUIPMENT.  THE SALE OF THE EQUIPMENT AND THE ASSIGNMENT
         ------------------------
OF THE LEASE IS ON AN "AS-IS  WHERE-IS" BASIS AND WITHOUT RECOURSE TO SELLER AND
SELLER  MAKES  NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH
RESPECT  TO THE DESIGN, QUALITY OR CONDITION OF ANY OF THE EQUIPMENT, THE LEASE,
THE LESSEE OR ANY OTHER MATTER RELATING THERETO EXCEPT AS EXPRESSLY SET FORTH IN
THIS  AGREEMENT.   SELLER  DISCLAIMS  ANY  WARRANTIES  (EXPRESS OR IMPLIED) WITH
RESPECT TO THE EQUIPMENT'S CONDITION, DESIGN, MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR  USE  OR  PURPOSE,  INCLUDING  THE  WARRANTIES  OF MERCHANTABILITY OR
FITNESS  FOR  ANY PARTICULAR PURPOSE, AND BY ITS ACCEPTANCE OF THE BILL OF SALE,
PURCHASER EXPRESSLY RELIEVES AND EXONERATES SELLER OF ANY RESPONSIBILITY FOR THE
EQUIPMENT'S CONDITION, DESIGN, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE
OR  PURPOSE.
     3.     REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.
            -----------------------------------------------
Purchaser  represents  and  warrants  to,  and  agrees  with, Seller as follows:
     3.01     Organization  and  Existence.  Purchaser is a corporation duly and
              ----------------------------
validly  organized and existing under the laws of the State of California and is
duly  qualified  to  own  its  properties  and  carry  on  its  business in each
jurisdiction where the failure to be so qualified would be materially adverse to
Purchaser  or  its  business.
3.02     Power  and Authority.  Purchaser has the power and authority to execute
         --------------------
and  deliver  or  accept,  as  the  case  may  be,  this Agreement and the other
Transaction  Documents  to which it is a party and to pay and perform, when due,
its  obligations  hereunder  and  thereunder.
3.03     Authorization.  The  execution and delivery or acceptance by Purchaser,
         -------------
as  the  case  may  be,  of  this  Agreement and the other Transaction Documents
executed  or  to  be  executed  by  Purchaser and the payment and performance by
Purchaser, when due, of its obligations hereunder and thereunder, have been duly
authorized  by all necessary action of Purchaser and do not and will not violate
or  conflict with, or, with or without the giving of notice, the passage of time
or  both, constitute a default under any provision of Purchaser's instruments of
organization,  any  law,  order, writ, injunction, decree, rule or regulation of
any  court,  administrative  agency  or  any other governmental authority or any
agreement  or  other  document or instrument to which Purchaser is a party or by
which  Purchaser  is,  or  may  be,  bound.
3.04     Enforceability.  This  Agreement  and  the  other Transaction Documents
         --------------
executed or to be executed by Purchaser constitute or will constitute the legal,
valid and binding obligations of Purchaser, enforceable against it in accordance
with their respective terms, except for the condition that enforceability of the
Transaction  Documents  may be (i) limited by applicable bankruptcy, insolvency,
reorganization,  moratorium  or  similar laws and decisions affecting creditors'
rights  generally  (including fraudulent conveyance or fraudulent transfer laws)
and  (ii)  subject  to  general principles of equity (regardless of whether such
enforceability  is  considered  in  a  proceeding  in  equity  or  at  law).
     4.     CERTAIN  TAXES.  Seller  shall  pay  all income, sales, use, excise,
            --------------
property,  employment,  gross  receipts,  stamp,  leasing  and transfer or other
similar  taxes,  if  any, due as a result of Seller's ownership of the Equipment
and  receipt of rentals under the Lease during the term thereof accruing or paid
before  the  Closing  Date  to  the extent not required to be paid by the Lessee
under  the  Lease.  Purchaser  shall  be liable for and shall indemnify and hold
harmless  the  Seller from and against any and all sales, use, excise, property,
transfer,  and  other  taxes  and  fees,  levies,  imposts,  duties,  charges,
withholdings  and  assessments  as  they  relate to the sale of the Lease or the
Equipment hereunder or as a result of Purchaser's ownership of the Equipment and
receipt  of  rentals under the Lease during the term thereof accruing or paid on
or  after the Closing Date; provided, however, that Purchaser shall not have any
                            --------  -------
liability  for  indemnification  under  this Section 4 for any net income taxes,
gross  receipts  taxes  or similar taxes on income, capital, net worth, retained
earnings  or  investments  of  Seller.
     5.     INDEMNIFICATION.
            ---------------
     5.01     Indemnification  by Seller.  Seller agrees to indemnify Purchaser,
              --------------------------
and to protect, defend and hold Purchaser harmless, from and against any and all
loss, cost, damage, injury or expense, including, without limitation, reasonable
attorneys'  fees,  whensoever  and  howsoever arising, which Purchaser may incur
for,  or  by  reason  of,  (i)  the  untruthfulness  of any of the warranties or
representations  of  Seller contained in any of the Transaction Documents or any
other  document delivered pursuant hereto, (ii) a breach by Seller of any of the
warranties or agreements of Seller contained in any of the Transaction Documents
or  any  other document delivered pursuant hereto, or (iii) any claim in any way
relating  to or arising or alleged to arise out of the Lease or the ownership of
the  Equipment  on or prior to the Closing Date (except to the extent subject to
indemnification  in  favor  of  Purchaser  under  the  Lease).
5.02     Indemnification  by  Purchaser.  Purchaser  agrees to indemnify Seller,
         ------------------------------
and  to  protect,  defend and hold Seller harmless, from and against any and all
loss, cost, damage, injury or expense, including, without limitation, reasonable
attorneys'  fees,  whensoever and howsoever arising, which Seller may incur for,
or  by  reason  of,  (i)  the  untruthfulness  of  any  of  the  warranties  or
representations  of  Purchaser  contained in any of the Transaction Documents or
any  other  document delivered pursuant hereto, or (ii) a breach by Purchaser of
any  of  the  warranties  or  agreements  of  Purchaser  contained in any of the
Transaction  Documents or any other document delivered pursuant hereto, or (iii)
any claim in any way relating to or arising or alleged to arise out of the Lease
or  ownership  of  the  Equipment  after  the Closing Date (except to the extent
subject  to  indemnification  in  favor  of  Seller  under  the  Lease).

     6.     MISCELLANEOUS.
            -------------
     6.01     Brokerage  Fees.  Seller represents and warrants to Purchaser that
              ---------------
Seller  has  not  engaged  any  third  party broker to which fees are payable in
connection  with  the transactions referred to herein.  Purchaser represents and
warrants  to  Seller  that  Purchaser  has not engaged any third party broker to
which  fees  are payable in connection with the transactions referred to herein.
6.02     Transaction  Costs  and  Legal  Fees.  Seller  and Purchaser shall bear
         ------------------------------------
their  own expenses, including, but not limited to, expenses for outside counsel
in  connection  with  the transactions contemplated by this Agreement.  The fees
and  expenses  of  Alvord  &  Alvord  shall  be  paid  by  Purchaser.
6.03     Survival.  The  representations,  warranties and agreements made herein
         --------
or  in  any  document  delivered pursuant hereto shall survive the execution and
delivery  of  this  Agreement and the consummation of the transactions described
herein.  The representations and warranties of each party set forth herein shall
be  deemed  to be repeated and restated hereby on the Closing Date as if made on
such  date.
6.04     Successors  and  Assigns.  This  Agreement  shall  be binding upon, and
         ------------------------
inure  to the benefit of, the parties hereto and their respective successors and
assigns.
6.05     Notices.  Any  notice,  request  or  other  communication  required  or
         -------
permitted  to  be  given  under any of the provisions of this Agreement shall be
given  in  writing  and  shall  be  deemed  given  the date the same is actually
received  by  the party to whom it is addressed, provided that if such notice is
mailed  by  certified  or  registered  mail,  return  receipt requested, postage
prepaid  and addressed to the party for which it is intended, such mailed notice
shall  be  deemed  received 3 days after the mailing date.  All notices shall be
sent  to  the  parties  at  the  addresses  set  forth on the first page of this
Agreement,  together with a copy to one additional addressee as may be requested
by  notice  given  hereunder,  or  at  such  other  address  as either party may
hereafter  designate  to  the  other  in  a  like  notice.
     6.06     Total  Agreements.  This  Agreement,  including  the Exhibits, and
              -----------------
other agreements referred to herein, is the entire agreement between the parties
relating  to  the  subject  matter  hereof,  incorporates  or rescinds all prior
agreements and understandings between the parties relating to the subject matter
hereof, cannot be changed or terminated orally, and shall be deemed effective as
of  the  date  it  is  executed  and  delivered  by  the  parties  hereto.
     6.07     Governing  Law.  This  Agreement  shall  be  governed  by  and
              --------------
interpreted under the laws of the State of Illinois applicable to contracts made
and to be performed therein, without giving effect to the principles of conflict
of  laws  thereof.
6.08     Captions.  Captions  used  herein  are  inserted for reference purposes
         --------
only  and shall not affect the interpretation or construction of this Agreement.
6.09     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
         ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
         -
together shall constitute one and the same agreement.  Delivery by telecopy by a
party of a copy of an executed counterpart hereof shall constitute execution and
delivery  hereof  by  such  party.
6.10     Severability.  The  invalidity  or unenforceability of any provision of
         ------------
this  Agreement  shall  not  affect  the validity or enforceability of any other
provison.