TERMINATION OF SEVERANCE AGREEMENT

         This Termination of Severance  Agreement (the "Termination  Agreement")
is made  and  entered  into on this __ day of July,  2000,  by and  between  PLM
Financial  Services,  Inc. ("FSI") and Stephen M. Bess ("Employee"),  who hereby
state as follows:

         Whereas,  Employee  and  FSI are  parties  to  that  certain  Severance
Agreement  (the "FSI  Severance  Agreement")  dated  December 2, 1996,  attached
hereto as Exhibit 1;

         Whereas,  concurrently  with entering into this Termination  Agreement,
Employee is entering into a Severance Agreement (the "PLM Severance  Agreement")
with PLM  International,  Inc.  (the  "Company"),  the 100% owner of FSI,  which
provides  for  severance  pay  and  benefits  to  Employee  under  circumstances
described in the PLM  Severance  Agreement in the event  Employee is  terminated
from the Company;

         Whereas,  because  Employee  and the  Company  have  agreed  to and are
entering into the PLM Severance Agreement, Employee and FSI have agreed to enter
into this Termination Agreement.

         NOW,  THEREFORE,  in  consideration  of the above premises and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, FSI and Employee agree as follows:

         1. Termination of FSI Severance Agreement.  The FSI Severance Agreement
is hereby terminated, and neither Employee nor FSI shall have any further rights
or obligations thereunder.

         2. The Company is  expressly  intended  by the  parties  hereto to be a
beneficiary of this Termination Agreement.

         3.  This   Termination   Agreement   contains  the  full  and  complete
understanding  of the parties  regarding the subject matter contained herein and
supersedes  all prior  representations,  promises,  agreements  and  warranties,
whether oral or written.

         4. This Agreement shall be governed by and interpreted according to the
laws of the state of California.






         IN WITNESS  WHEREOF,  the parties have executed this document as of the
date specified above.

PLM FINANCIAL SERVICES, INC.                EMPLOYEE



By:                                          /s/ Stephen M. Bess
Its:                                        Stephen M. Bess

ATTEST:                                     ATTEST:


Acknowledged:

PLM INTERNATIONAL, INC.



By:
Its:

ATTEST: