AMENDMENT NO. 1 TO STOCK SALE AGREEMENT

                  This   Amendment   No.  1  to  Stock  Sale   Agreement   (this
"Amendment")  is made as of January  24, 2000 by and  between  Guaranty  Federal
Bank,  F.S.B.,  a  federally  chartered  savings  bank  ("Purchaser"),  and  PLM
International,  Inc., a Delaware corporation ("Seller"), in connection with that
certain  Stock Sale  Agreement,  dated as of October  26,  1999,  by and between
Purchaser and Seller (the "Stock Sale Agreement").

                  WHEREAS, Purchaser and Seller constitute all of the parties to
 the Stock Sale Agreement; and

                  WHEREAS,  the parties  hereto desire to enter into this Amend-
ment to amend Section 7.1( c ) of the Stock Sale Agreement.

                  NOW, THEREFORE, in consideration of the foregoing premises and
the mutual  covenants  and  agreements  set forth  herein,  and  intending to be
legally bound hereby, the parties hereto hereby agree as follows:

                    1.  Definitions.  Capitalized  terms used and not  otherwise
defined herein shall have the respective  meanings assigned to such terms in the
Stock Sale Agreement.

                    2.  Termination  Date. The date "March 1, 2000" that appears
in Section 7.1( c) of the Stock Sale  Agreement is hereby amended and changed to
"March 15, 2000."

                    3.  Effect  on Stock  Sale  Agreement.  Except  as set forth
above,  all provisions of the Stock Sale Agreement shall remain in full force or
effect.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed and delivered by there duly authorized  representatives
as of the day and year first above written.

                         PLM INTERNATIONAL, INC., Seller

                            By: /s/ Robert N. Tidball

                          Title: Chairman of the Board

                         GUARANTY FEDERAL BANK, F.S.B.,
                         Purchaser

                         By: /s/ Ronald D. Murff

                         Title: Chief Financial Officer