Exhibit 10.1

           AMENDMENT TO TRANSITION SERVICES, EMPLOYMENT AND CONSULTING

                                    AGREEMENT

     This  AMENDMENT  TO  TRANSITION SERVIES, EMPLOYMENT AND CONSULTING AGREMENT
(this  "AMENDMENT"),  dated  as of April 2, 2001, is entered into by and between
PLM  International,  Inc. a Delaware corporation ("COMPANY"), and Susan C. Santo
an  employee  of  Company  ("EMPLOYEE").

     WHEREAS,  the  Company  and Employee are parties to that certain Transition
Services, Employment and Consulting Agreement (the "Agreement") dated January 5,
2001;  and

     WHEREAS,  the Company and Employee wish to amend the Agreement as set forth
herein.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
representations,  warranties  and agreements contained herein and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of  which are hereby
acknowledged,  the  parties  hereto,  intending  to  be  legally bound, agree as
follows:

1.     Services.
       --------

(a)     Section  1(a)  of  the Agreement is hereby amended by deleting the words
"Closing  Date  (as  defined  in  the  Merger Agreement" and replacing them with
"April  13,  2001."

(b)     Section  1(b)  of  the Agreement is hereby amended by deleting the words
"Closing  Date  (as  defined  in  the Merger Agreement)" and replacing them with
"April  13,  2001"

2.     Miscellaneous.

(a)     Governing  Law.  This Amendment shall be governed in all respects by the
        --------------
laws of the State of California (without giving effect to the provisions thereof
relating  to the conflicts of law).  The exclusive venue for the adjudication of
any  dispute  or  proceeding  arising  out  of this Amendment or the performance
hereof  shall be the courts located in San Francisco County, California, and the
parties  hereto  each  consents to and hereby submits to the jurisdiction of any
state  or  federal  court  located  in  San  Francisco  County,  California.


(b)     Counterparts;  Facsimile  Signature.  This  Amendment may be executed in
        -----------------------------------
two  or  more  counterparts  which together shall constitute a single agreement.
Execution  of  this  Agreement may be made by facsimile signature which, for all
purposes,  shall  be  deemed  to  be  an  original  signature.

     IN  WITNESS  WHEREOF,  Company  and  Employee have caused this Amendment to
Transition Services, Employment and Consulting Agreement to be duly executed and
delivered  as  of  the  date  first  written  above.


     PLM  INTERNATIONAL,  INC.


     By:    /  s  /    Stephen  M.  Bess
            ----------------------------
Name:  Stephen  M.  Bess
Title:  President


     EMPLOYEE:

                                     /  s  /    Susan  C.  Santo
                                   -----------------------------


ACKNOWLEDGED,  AGREED  AND  CONSENTED
TO  AS  OF  THE  DATE  FIRST  WRITTEN  ABOVE:

MILPI  ACQUISITION  CORP.


By:    /  s  /    James  A.  Coyne
       ---------------------------
Name:  James  A.  Coyne
Title:  Vice  President