AMENDMENT TO TRANSITION SERVICES, EMPLOYMENT

                            AND CONSULTING AGREEMENT


         This  AMENDMENT  TO  TRANSITION  SERVICES,  EMPLOYMENT  AND  CONSULTING
AGREEMENT (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 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
                                                        ------------------------
                                                        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