AMENDMENT NO. 1
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of December 29, 1997

THIS AMENDMENT NO. 1 (the "Amendment") dated as of December 29, 1997

BY AND AMONG

         (1) PLM  EQUIPMENT  GROWTH  FUND V, a  California  limited  partnership
(hereinafter called "EGF V");

         (2) TRADER VESSEL LIMITED PARTNERSHIP, a California limited partnership
(hereinafter called "Trader");

         (3) TRADER VESSEL INC., a California  corporation  (hereinafter  called
"TVI");

         (4)  CALIFORNIA  VESSEL  LIMITED  PARTNERSHIP,   a  California  limited
partnership (hereinafter called "California");

         (5) CALIFORNIA VESSEL INC., a Wyoming  corporation  (hereinafter called
"CVI")

         (6)  COLUMBUS  VESSEL  LIMITED   PARTNERSHIP,   a  California   limited
partnership (hereinafter called "Columbus");

         (7) COLUMBUS  VESSEL INC., a Wyoming  corporation  (hereinafter  called
"COVI");

         (8) REDCAR INVESTMENTS LIMITED, a Hong Kong company (hereinafter called
"Redcar",  and together with EGF V, Trader, TVI,  California,  CVI, Columbus and
COVI, as joint and several borrowers, hereinafter called the "Companies");

         (9)  The  LENDERS  party  to the  Loan  Agreement  (as  defined  below)
(hereinafter called the "Lenders"); and

         (10) CHRISTIANIA BANK OG KREDITKASSE, New York Branch ("CBK"), as agent
and security trustee (hereinafter called "Agent" or "Security Trustee").

                                   WITNESSETH

         WHEREAS, the Companies, the Lenders, the Agent and the Security Trustee
are parties to that certain  Amended and  Restated  Loan  Agreement  dated as of
September  26, 1996 (the "Loan  Agreement")  pursuant to which the Lenders  made
available  to the  Companies a loan  facility of Thirty  Eight  Million  Dollars
($38,000,000);

         WHEREAS, the Companies, the Lenders, the Agent and the Security Trustee
have agreed to amend the Loan  Agreement on the terms and  conditions  set forth
herein.

         NOW, THEREFORE,  in consideration of the premises and the covenants and
agreements  contained  herein,  the parties  hereto agree as follows (with terms
used herein and not otherwise defined having the meaning ascribed thereto in the
Loan Agreement):

                                    ARTICLE I

                          AMENDMENTS TO LOAN AGREEMENT

         Section 1.1 Amendment to Loan  Agreement.  The Loan Agreement is hereby
amended as follows:

         (a) Clause  (ii) of Section  4.03(a)  of the Loan  Agreement  is hereby
amended to read in its entirety as follows:

         (ii) an amount equal to 60% of the aggregate  proceeds from the sale of
any Equipment  during such fiscal quarter minus the amount of the next scheduled
principal payment.

         (b) Section  7.03(a)(A)(II)  of the Loan Agreement is hereby amended to
read in its entirety as follows:

         (II)  after  December  31,  1997,  an  amount  equal  to (x) 60% of the
proceeds of such  disposition  MINUS the amount of the next scheduled  principal
repayment or (y) in the event of a Default or an Event of Default would occur as
a consequence of such disposition,  100% of the proceeds, are deposited into the
Cash Collateral Account within 5 days of such disposition; and

         Section 1.2. Agreement Acknowledged and Confirmed.  Except as expressly
amended  hereby,  the Loan  Agreement,  the Note and the Security  Documents are
hereby ratified and confirmed.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         Section 2.1. Representations and Warranties.  The Companies jointly and
severally represent and warrant to the Lenders as follows:

         (a) Due  Authorization.  Each of the Companies  has the power,  and has
taken all  necessary  action  to  authorize  it, to  execute  and  deliver  this
Amendment  and to perform this  Amendment  and the Loan  Agreement as amended by
this Amendment in accordance  with their  respective  terms.  This Amendment has
been  duly  executed  and  delivered  by all  necessary  action  of  each of the
Companies and this Amendment and the Loan Agreement as amended by this Amendment
are the legal,  valid and binding  obligations  of each Company  enforceable  in
accordance with their respective terms under all Applicable Law, subject,  as to
enforcement of remedies, to any applicable bankruptcy,  insolvency or other laws
affecting the enforcement of creditors' rights generally.

         (b)  Compliance  with Law,  etc.  The  execution  and  delivery of this
Amendment  and the  performance  of this  Amendment  and the Loan  Agreement  as
amended by this Amendment in accordance with their  respective  terms do not and
will not (i) violate any  provision of any  applicable  laws,  orders,  rules or
regulations  presently in effect or (ii) conflict with, result in a breach of or
constitute a default under the organizational  documents of any Company,  or any
indenture,  agreement or  instrument to which any Company is a party or by which
it or its properties may be bound.

         (c)  Governmental  Regulation.  None of the  Companies  is  required to
obtain  any  governmental  authorizations,  consents,  orders  or  approvals  in
connection  with the execution and delivery of this Amendment or the performance
of the  transactions  contemplated  by  each  of this  Amendment  and  the  Loan
Agreement as amended by this Amendment.

         (d) Validity. There are no proceedings or investigations pending or, to
the best knowledge of the Companies,  threatened  against any Company before any
court, regulatory body,  administrative agency or other tribunal or governmental
instrumentality (i) asserting the invalidity of the Loan Agreement as amended by
this  Amendment,  (ii)  seeking  to  prevent  the  consummation  of  any  of the
transactions  contemplated  by the Loan Agreement as amended by this  Amendment,
(iii) seeking any  determination  or ruling that, in the reasonable  judgment of
the  Companies,  would  materially and adversely  affect the  performance by any
Company  of its  obligations  under this  Amendment  and the Loan  Agreement  as
amended by this  Amendment  and (iv)  seeking any  determination  or ruling that
would materially and adversely affect the validity or enforceability of the Loan
Agreement as so amended.

         (e)  Representations;  No Defaults.  The representations and warranties
contained in Article 6 of the Loan  Agreement  are true and correct on and as of
the date  hereof as if made on and as of such  date,  and no Default or Event of
Default has occurred and is continuing.

                                   ARTICLE III

                                  MISCELLANEOUS

         Section 3.1  Governing  Law. This  Amendment  shall be governed by, and
construed in accordance with, the laws of the State of New York.

         Section 3.2. Counterparts. This Amendment may be executed in any number
of  counterparts,  all of which taken together shall constitute one and the same
instrument.

         Section 3.3.  Severability.  Any  provision of this  Amendment  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  or affecting the validity or  enforceability  of such provision in
any other jurisdiction.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed  by their duly  authorized  officers  all as of the date and year first
above written.

PLM EQUIPMENT GROWTH FUND V
by its General Partner, PLM Financial Services, Inc.

By:      /s/ J. Michael Allgood
         -----------------------------------------------
         Its:  Vice President and Chief Financial Officer

TRADER VESSEL LIMITED PARTNERSHIP by its General Partner, Trader Vessel, Inc.

By:      /s/ Robert A. Carey
         ------------------------------------------------
         Its:  Vice President

TRADER VESSEL INC.

By:      /s/ Robert A. Carey
         ------------------------------------------------
         Its:  Vice President

CALIFORNIA VESSEL LIMITED PARTNERSHIP by its General Partner, California Vessel,
Inc.

By:      /s/ Robert A. Carey
         ------------------------------------------------
         Its:  Vice President

CALIFORNIA VESSEL INC.

By:      /s/ Robert A. Carey
         ------------------------------------------------
         Its:  Vice President

COLUMBUS VESSEL LIMITED PARTNERSHIP by its General Partner, Columbus Vessel Inc.

By:      /s/ Robert A. Carey
         ------------------------------------------------
         Its:  Vice President

COLUMBUS VESSEL INC.

By:      /s/ Robert A. Carey
         ------------------------------------------------
         Its:  Vice President

REDCAR INVESTMENTS LIMITED

By:      /s/ Robert A. Carey
         ------------------------------------------------
         Its:  Vice President

CHRISTIANIA BANK OG KREDITKASSE, as Lender

By:      /s/ Martin Lunder
         -------------------------------------------------
         Its:  First Vice President

         /s/ William J. Aber
         --------------------------------------------------
         Its:  Senior Vice President

ING LEASE STRUCTURED FINANCE B.V., as Lender

By:      /s/ J. de Vries
         -------------------------------------------------

By:      /s/ Peter E. Nijman
         -------------------------------------------------
         Senior Vice President


CHRISTIANIA BANK OG KREDITKASSE, NEW YORK BRANCH
as Agent and Security Trustee

By:      /s/ Martin Lunder
         -------------------------------------------------
         Its:  First Vice President

         /s/ William J. Aber
         --------------------------------------------------
         Its:  Senior Vice President



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