FOURTH AMENDMENT to
           STOCK SALE AGREEMENT by and between PLM INTERNATIONAL,INC.
         and GUARANTY FEDERAL BANK, F.S.B. dated as of October 26, 1999


         PLM  International,   Inc.  ("Seller")  and  Guaranty  Business  Credit
Corporation  ("Purchaser")  hereby enter into this Fourth Amendment (the "Fourth
Amendment") to Stock Sale Agreement by and between PLM  International,  Inc. and
Guaranty Federal Bank, F.S.B. dated as of October 26, 1999 (the "Agreement").

         WHEREAS,  Seller and Purchaser,  as successor to Guaranty Federal Bank,
F.S.B., are parties to the Agreement; and

         WHEREAS,  Section  5.4  of  the  Agreement  provides  that  Seller  and
Purchaser  shall  jointly  make and file the Section  338(h)(10)  Election  with
respect to the acquisition of Company and each Company Subsidiary; and

         WHEREAS,  Section 5.4 (a)(ii) of the  Agreement  calls for Purchaser to
prepare and submit to Seller a draft of the Section 338 Forms  setting forth the
Election  Allocations at least one hundred twenty (120) days prior to the latest
date for the filing of each Section 338 Form; and

         WHEREAS,  the parties  agree that the date for  Purchaser  to submit to
Seller the draft of the  Section 338 Forms as required by Section 5.4 (a)(ii) is
presently August 17, 2000 (the "Draft Election Submission Date"); and

         WHEREAS,  the  Seller  and the  Purchaser  desire to  extend  the Draft
Election Submission Date to September 18, 2000;

         THEREFORE,  the Seller and the Purchaser desire to modify the Agreement
and agree to the following:

1.       All  capitalized  terms  contained  in this  Fourth  Amendment  and not
         otherwise  defined  herein  shall  have the  meaning  set  forth in the
         Agreement.

2.       The Draft Election  Submission Date described in Section  5.4(a)(ii) is
         hereby extended to and including September 18, 2000; and

3.       Except as specifically modified by this Fourth Amendment,  the terms of
         the Agreement are hereby affirmed, enforceable and remain in full force
         and effect.


Dated:   July 31, 2000

PLM INTERNATIONAL, INC.                 GUARANTY BUSINESS CREDIT
Seller                                  CORPORATION, Purchaser



By:  /s/ Robert N. Tidball              By:  /s/ Ronald D. Murff
Title:  Chairman of the Board           Title:  Chief Financial Officer