AMENDMENT TO EMPLOYMENT AGREEMENT

                  This Amendment to Employment  Agreement (the  "Amendment")  is
made as of November 18, 1998, by and between PLM International, Inc., a Delaware
corporation ("Employer"), and Richard K Brock ("Employee").

                  WHEREAS,  Employer and  Employee are parties to an  Employment
Agreement  ("Agreement") dated as of May 12, 1998, as authorized by the Board of
Directors of Employer on May 12, 1998;

                  WHEREAS,  the Board of Directors  of Employer  has  determined
that Employee  will not be protected by the Change in Control  provisions of the
Agreement in the event that Steel Partners, L.L. C. acquires greater than 15% of
the  combined  voting power of the  securities  of the  Employer  because  Steel
Partners,  L.L.C. owned greater than 5% of the securities of the Employer at the
time the Agreement was entered into;

                  WHEREAS,  the Board of Directors of Employer intended,  at the
time it authorized the Agreement, for Employee to have such protection;

                  WHEREAS,  the Board of Directors of Employer deems it to be in
the best interests of the shareholders of the Employer to amend the Agreement in
order to provide the  protection  that was  intended  and in order to maintain a
continuity  of  management,  and retain an  experienced,  successful  and proven
management team;

                  NOW,  THEREFORE,  for and in consideration of the premises and
mutual  covenants  herein  contained,  Employer  and  Employee  hereby  agree as
follows:

         1.       Change In Control.  The definition of "Change in Control" is
hereby amended by deleting and replacing in its entirety Paragraph (ii) of
Section 11 as follows:

                  "(ii) any Person,  who does not have  Beneficial  Ownership of
securities of the Employer representing 15% or more of the combined voting power
of the  outstanding  securities  of the Employer on the date  hereof,  acquiring
Beneficial  Ownership  of more  than  15% of the  combined  voting  power of the
securities of the Employer then outstanding; or"

         2. Express Amendment.  Except as specifically amended herein, all other
terms and  conditions  of the  Agreement,  including  the other  portions of the
definition  of "Change in Control",  shall  remain in full force and effect.  No
provision of this Amendment  shall be construed to limit any right or obligation
of either party under the Agreement.

         3.  Counterparts.  This  Amendment  may  be  signed  in any  number  of
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.


EMPLOYER:                                        EMPLOYEE:

PLM INTERNATIONAL, INC.


By:/s/ Robert N. Tidball                          /s/ Richard K Brock
   Robert N. Tidball                              Richard K Brock
Its: President and Chief Executive Officer