Amendment No. 1 to
                        Master Lease dated April 2, 1999
                                     Between
                       PLM International, Inc. ("Lessee")
                                       And
                 Wells Fargo Equipment Finance, Inc. ("Lessor")


Lessor and Lessee hereby agree to amend the Lease as follows:

     1.  Paragraph 6 is amended by adding the following to the end thereof:  For
Administrative convenience and as an accommodation to Lessee, Lessor agrees that
Lessee may be named as owner on certificate of titles for the Equipment.

     2.  Paragraph  9 is  amended by adding the  following  to the end  thereof:
Notwithstanding  anything to the contrary in this  paragraph 9, Lessee may, from
time to time, sublet the Equipment without the prior consent of Lessor, provided
however that Lessee shall remain fully  obligated to Lessor under this Lease and
the term of the sublease shall not extend beyond the term of the Lease.

     3. The last  sentence of paragraph 12 is amended to read:  Any insurance or
condemnation  proceeds  received shall be credited to Lessee's  obligation under
this paragraph and Lessee shall be entitled to any surplus.

     4.  Except as modified herein, the terms and conditions of the Lease remain
the same.

IN WITNESS WHEREOF,  Lessor and Lessee have executed this Amendment this 2nd day
of April, 1999.

Wells Fargo Equipment Finance, Inc.             PLM International, Inc.



By:  /s/ Sheryl L. Parranto                     By:  /s/ J. Michael Allgood
Its: Officer                                    Its: V.P. and CFO