Amendment #2
                                                    To
                          Master lease #46494 dated April 2, 1999 (the "Lease")
                                                 Between
                              Wells Fargo Equipment Finance, Inc. ("Lessor")
                                                   And
                                    PLM International, Inc. ("Lessee")

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

     1.  Paragraph  17(i) is amended by inserting the following to the beginning
thereof, "without Lessor's prior written consent which shall not be unreasonably
withheld, conditioned or delayed provided there is no material adverse change in
Lessee's credit worthiness as a result thereof,".

     2. "Paragraph  17(j) is amended by inserting the following to the beginning
thereof, "without Lessor's prior written consent which shall not be unreasonably
withheld,  conditioned  or delayed  provided  the credit  worthiness  of the new
entity is equal or better than Lessee's as of the date of this lease,".

     3.  Paragraph  17 is further  amended by adding  the  following  to the end
thereof:

          (k)  Lessee  shall  fail  to  have  closed  the  sale  its  subsidiary
     operation, American Finance Group, Inc., by March 31, 2000, however, Lessor
     retains  the right to grant  Lessee an  extension  to this date at Lessor's
     sole discretion, which shall not be unreasonably withheld.

          (l) Lessee's  ration of Earnings  Before  Interest and Taxes (EBIT) to
     Interest  Expense  shall be no less than 1.35 to 1.0.  Lessee's  Net Income
     shall be no less than $1.00 for any two consecutive quarters.

          (m) Lessee's  Tangible Net Worth Leverage defined as Total Liabilities
     to Tangible Net Worth shall be no greater than 3.0 to 1.0.

     EBIT,  Net Income and Tangible Net Worth shall be  calculated in accordance
     with GAAP.

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

Dated: October 12, 1999

WELLS  FARGO EQUIPMENT FINANCE, INC.     PLM INTERNATIONAL, INC.


By:   Sheryl L. Parranto                    By:  /s/ Richard K Brock
Its:  Officer                               Its: Chief Financial Officer