Second Amendment to
                             PLM International, Inc.
                     1998 Management Stock Compensation Plan

          This Second Amendment to PLM International, Inc. 1998 Management Stock
Compensation  Plan (the  "Amendment")  is made as of May 28, 1999, as authorized
and  approved  by the  Board  of  Directors  of  PLM  International,  Inc.  (the
"Company").  All  capitalized  terms used herein that are not otherwise  defined
shall  have  the  same  meaning  as set  forth  in  the  1998  Management  Stock
Compensation Plan, as amended on April 29, 1999 (the "Plan").

         WHEREAS, Section 12 of the Plan provides that, upon the occurrence of a
Change in  Control  (as  defined  in the  Plan),  the Board may in its  absolute
discretion,  and among other things, accelerate any vesting schedule to which an
Award is subject,  or cause to lapse any  repurchase or other rights the Company
may have with respect to Common Shares acquired by a Participant pursuant to the
grant, vesting or exercise of an Award.

         WHEREAS,  the Board has  determined  to amend the Plan to provide  that
upon the occurrence of a Change in Control,  the vesting of Awards granted under
the Plan shall  automatically  accelerate  and any  restrictions  on such Common
Shares acquired by a participant  pursuant to the grant,  vesting or exercise of
an Award shall fully lapse.

         WHEREAS,  Section  17 of the Plan  allows  the Board to take  action to
amend the Plan as described above.

         NOW, THEREFORE, the Plan is hereby amended as follows:

          1.  Automatic   Acceleration.   The  first  paragraph  of  Section  12
(Acquisitions and Other Transactions) of the Plan is hereby deleted and replaced
in its entirety as follows:

               "Upon the  occurrence of a Change in Control (as defined  below),
          any vesting schedule to which an Award is subject shall  automatically
          accelerate  so  that  such  Award  shall  be  fully  vested  as of the
          occurrence  of the  Change in  Control;  and any  repurchase  or other
          rights the Company may have with respect to Common Shares  acquired by
          a Participant  pursuant to the grant,  vesting or exercise of an Award
          shall automatically lapse.

          2. Express Amendment.  Except as specifically amended herein, the Plan
shall remain unchanged and continue in full force and effect.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Amendment  to be
executed as of the date first written above.

PLM INTERNATIONAL, INC.


By:      ___________________________

Title:   ___________________________